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Directors Report of B&A Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

TO THE SHAREHOLDERS

The Directors have pleasure in presenting the Annual Report together with the audited financial statements of the company for the financial year ended March 31, 2018.

Financial Results

Financial results of the company are summarized below: (i_n r_s. L_ac)

Particulars	Year ended March 31, 2018	Year ended March 31, 2017**
Revenue from Operations	12185.46	10298.11
Other Income	80.10	70.76
Total Income	12265.56	10368.87
Total Expenditure adjusted for increase/decrease of stocks	10861.86	9340.18
Profit before other income, Depreciation, Finance Cost and Tax	1403.70	1028.69
Depreciation	256.56	244.24
Finance Cost	367.73	323.04
Profit before Tax	779.41	461.41
Provision for Tax
Current Tax	(190.00)	(120.00)
Deferred Tax	15.46	(160)
Profit for the year	604.87	339.81

** The company has adopted Ind As with effect from April 1, 2017 as prescribed under section 133 of the Companies Act'' 2013 read with relevant rules issued thereunder.

Net sales was higher from the previous financial year by 18.32 %. Profit before Taxation stood at Rs. 779.41 lac for the year under review as against Rs. 461.41 lac in the previous year. The Earnings per Share (EPS) for the year stood at Rs.19.51as against Rs. 10.96 in the previous year.

Performance and Operations

Your company has been producing quality CTC teas over the years and has established as a premium brand in the market with wide acceptability amongst premium blenders in the country.

Season 2017 opened with an ecstatic note with favorable weather conditions prevalent in Assam. Season was a good year for the company with an increase in average selling price of Rs. 14.28 of its tea compared to previous year. Production from own leaf and bought leaf increased compared to previous year. Company''s teas garnered premium prices throughout the year in the auctions. Three of the company''s gardens ranked within first seven in the batting order published by CTTA during the period under review.

The following table will depict our operating position as on March 31, 2018.

Particulars	2017-18	2016-17	Particulars	2017-18	2016-17	Particulars	2017-18	2016-17
A. Production	(Lac Kgs)	(Lac Kgs)	B. Sales	(Lac Kgs)	(Lac Kgs)	C. Selling Price (Per kg)	(Rs.)	(Rs.)
a. Own Leaf	35.84	35.50	a. Own Leaf	36.75	34.33	a. Own Leaf	242.10	222.00
b. Bought Leaf	23.25	21.35	b. Bought Leaf	22.63	19.47	b. Bought Leaf	145.47	137.00
Combined Total	59.09	56.85	Combined Total	59.38	53.80	Combined Total	205.28	191.00

During the year under review, your company was able to keep most of the expenditures under control, except on wages and pesticides where expenditure went up substantially due to reasons beyond control. However, your company was able to maintain its profitability by means of increase in production of quality teas and fetched higher average price.

Sangsua tea factory commenced production during the current year and will add value and volume contributing towards the improved profitability of the company in future years. All our factories are being accredited with Trust Tea Certification with regards to own leaf which will give consumers the required assurance of quality production.

In terms of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 SEBI (LODR), the Management Discussion and Analysis Report annexed with the Directors Report which form part of this Annual Report gives a detailed analysis of your company''s operations, performance, prospects and outlook vis-a-vis industry structure and developments.

Transfer to Reserves

The Company has not transferred any amount to any reserves out of the current year''s profit.

Dividend

Your Board of Directors is pleased to recommend a dividend of 30 % on equity share capital of the company for the financial year 2017-18. The distribution of dividend will result in payout of Rs. 93 lac excluding tax on dividend.

Subsidiary Company

The Company''s subsidiary, B&A Packaging India Ltd, which is engaged in the production of high quality paper sacks and flexible laminates, performed commendably during the financial year ended 31st March 2018 and surpassed its previous results. During the financial year ended 31st March 2018 the company registered a gross turnover of Rs.69.72 cr. (previous year Rs. 58.89 cr.) and a pre-tax profit of Rs. 7.58 cr. (previous year Rs. 5.49 cr.). The Board of Directors of the subsidiary company has recommended a dividend of Re. 0.50 per equity share (previous year Re.0.50 per equity share) for the financial year ended 31st March 2018. Growth trends and financial performance of the subsidiary company have been included under para3.3 in the Management Discussion and Analysis Report.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act''

2013 (hereinafter the Act) read with rule 12 (1) of the Companies (Management and Administration) Rules 2014 extract of Annual Return of the company for the financial year ended 31st March 2018 is attached with Board''s Report as Annexure- A.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Policy of the company as recommended by the CSR committee of Directors and approved by the Board of Directors is available at the website of the company at the web link, https://www.barooahs.com. The constitution of the CSR Committee and particulars of meetings of the Committee held during the year are disclosed in Corporate Governance Section of the Annual Report.

In terms of rule 9 of the Companies (Accounts) Rules 2014 read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, Annual Report on CSR is attached as Annexure - B and forms part of the Director''s Report.

Fixed Deposit

The Company has no outstanding deposit as on 31st March 2018.

Directors and Key Managerial Personnel

The Company''s directorate consists of nine directors, five of them are independent. Mrs. A. Farley continues to be the Chairman of the Board. No new directors were appointed during the year and none of the existing directors had resigned from the Board. The composition of the directorate is in conformity with the provisions of the Act'', allied rules and SEBI (LODR). The particulars of the directorate and the key managerial personnel are given under Part I of the Corporate Governance Report which forms part of this Annual Report.

By virtue of Section 152 of the Act'' Mrs. Anuradha Farley, Director retires by rotation in the ensuing Annual General Meeting and is eligible for re-appointment.

By virtue of Sections 196, 197 and 203 of the Actâ Mr. Somnath Chatterjee is re-appointed as Managing Director of the Company for a period of 5 (five) years subject to the approval of the Members in the ensuing General Meeting.

A brief resume, expertise and shareholding in your company together with details of other directorships of Mrs. Farley and Mr. Somnath Chatterjee are given in the Corporate Governance Section of the Annual Report.

Declaration by Independent Directors

All independent directors have given declaration to the company stating their independence in terms of section 149 (6) of the Act'' and the same have been placed and noted in the meeting of the Board of Directors held on 21st May 2018.

Meeting of the Board of Directors

The particulars of the meetings of the Board of Directors held during the financial year ended 31st March 2018 have been furnished under para(i) of section I of the Corporate Governance Report forming part of the Annual Report.

Committees of the Board of Directors

The Board had constituted ''Audit Committee'', ''Nomination and Remuneration Committee'' ''Corporate Social Responsibility Committee'' and ''Stakeholders Relationship Committee'' of Directors in terms of respective provisions of the Act'' and SEBI (LODR). The constitution, terms of references and policies of these committees have been discussed in detail in Corporate Governance section of the Annual Report. There have been no instances where the Board has not accepted the recommendations of the Audit Committee.

Compliance with Corporate Governance norms

In terms of the SEBI (LODR), a certificate from a Practicing Company Secretary on compliance of corporate governance has been attached and forms part of Annual Report.

Directors Responsibility Statement

Pursuant to the provisions of section 134(5) of the Act'' the directors state that:

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

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at 31st March 2018 and of the profit of your company for the financial year ended 31st March 2018.

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act'' for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) They have prepared the annual accounts on a ''going concern'' basis.

v) They have laid down internal financial controls to be followed by the company and such internal financial controls were adequate and operating effectively.

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

Adequacy of Financial Controls

In terms of section 134 (3) (q) of the Act'' read with rule 8 of the Companies (Accounts) Rules 2014 details of adequacy of financial control have been discussed at length in para 5 of the Management Discussion and Analysis Report which forms part the Director''s Report.

Particulars of Contract and Arrangement with Related Parties

A policy on related party had been devised by the Board of Directors which is in conformity with Regulation 23 of SEBI (LODR) for determining the materiality of transactions with related parties and strategy for dealing with the same. The said policy is available at the website of the company at https://www.barooahs.com.

In terms of section 134 of the Act'' read with rule 8(2) of the Companies (Accounts) Rules 2014 particulars of contracts/arrangements entered into by the company during the financial year under review in form AOC-2 is attached as Annexure - C and forms part of the Director''s Report.

Remuneration Policy

Nomination and Remuneration Policy of the company as recommended by Nomination and Remuneration Committee of Directors and approved by the Board of Directors had been formulated in compliance with the provisions of section 178 (3) of the Act. The said policy is available at the website of the company at https://www.barooahs.com.

Disclosure in terms of section 197 of the Act'' read with rule 5 of the Companies (Appointment & Remuneration) Rules 2014 regarding remuneration paid to Directors and Key Managerial Personnel for the financial year ended 31st March 2018 is given para 2 (f) of Section II in the Corporate Governance Section of the Annual Report.

Particulars of top ten employees in terms of remuneration drawn during the financial year ended 31st March 2018 is produced in the Corporate Governance section of the Annual Report.

Vigil Mechanism

In terms of section 177 (10) of the Act'' and regulation 22 of the SEBI (LODR), the company had established a vigil mechanism to report to deal with genuine concern by whistle blowers. The said policy is available at the website of the company at https://www.barooahs.com.

Risk Management

In terms of section 134 (3) of the Act'' the Board of Directors framed Risk Management Policy of the company to identify the key risk areas/elements with regards to its tea business. Detailed discussions on companies Risk Mitigation Plan has been made under para 4.2 of the Management Discussion and Analysis Report which forms part of this Director''s Report. The Risk Management Policy is available at the website of the company at https://www.barooahs.com.

Evaluation of Board''s Performance

In terms of section 134 (3) of the Act'' read with SEBI (LODR), the company had laid down the criteria for reviewing the performance of its Board of Directors, Committees of the Board and the individual directors. These criteria are available at the website of the company at https://www.barooahs.com.

The Board evaluated its own performance including that of its Committees in the meeting of the Board of Directors held on 21st May 2018.

Statutory and Cost Auditors

M/s. Ghosal, Basu & Ray, Chartered Accountants, Kolkata, (FRN 315080E) were appointed as Statutory Auditors of the company for a term of five years in the annual general meeting held on 15th September 2015.

The Report given by the Statutory Auditors on the financial statements of the company for the financial year ended 31st March 2018 is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer in the report.

M/s. Mou Banerjee & Co., Cost Accountants (FRN 00266) were appointed Cost Auditors to carry out the Cost Audit of the applicable business of the company for the financial year ended 31st March 2018.

The Board of Directors has appointed them for the financial year 2018-19.

Secretarial Audit

M/s T. Chatterjee & Associates, Practicing Company Secretaries carried out the Secretarial Audit of the company for the financial year 2017-18. The Audit Report is attached with the Board''s Report as Annexure - D. There has been no qualification, reservation or adverse remark in the report.

None of the Auditors of the company has reported any fraud as specified under the second proviso of Section 143 (12) of the Act.

Details of the Material and Significant Orders

There was no material order against the company by any Regulator, Court or Tribunal impacting the going concern status of the company.

A Scheme of Amalgamation between the company and Buragohain Tea Company Ltd approved by the Hon''ble Gauhati High Court has been challenged and is pending adjudication before appellate side of the said Court.

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

Pursuant to section 134 (3) of the Act'' read with Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology

absorption and foreign exchange earnings and outgo is attached with the Board''s Report as Annexure - E.

Material Changes and Commitments

Your Directors confirm that there were no material changes and commitments, affecting the financial position of the company which occurred between the end of the financial year of the company and the date of this report.

Employee Relations

The employee relations remained harmonious throughout the year and your Directors wishes to convey their gratitude and place on record their appreciation for all the executives, staff and workers at all levels for their hard work, solidarity, cooperation and dedication during the year.

Other declarations

During the year under review:

a. The company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

b. The company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/Directors.

c. The company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

d. There was no change in the share capital or nature of business of the Company.

For and on behalf of the Board of Directors

Place : Kolkata Anuradha Farley

Date : 21st May 2018 Chairman

Mar 31, 2016

The Directors have pleasure in presenting the Annual Report together with the audited financial statements of the company for the financial year ended 31st March 2016.

FINANCIAL RESULTS

Financial results of the Company are summarized below:

Rs. In lacs

Financial Results
Particulars	Year ended 31st March 2016	Year ended 31st March 2015
Net Sales	10985.90	10217.59
Other Income	78.02	57.31
Total Revenue	11063.92	10274.90
Increase/(decrease) in stock	86.56	101.96
Total Expenditure	9554.54	8726.96
Profit before Depreciation & Interest	1595.94	1649.91
Finance Charges	343.20	433.18
Profit after Finance Charges	1252.74	1216.73
Depreciation	232.68	275.42
Profit before Tax	1020.05	941.31
Provision for Tax
Current Tax	242.89	155.00
Deferred Tax	2.82	1.58
Profit after-tax	774.34	784.73
Appropriations
Proposed Dividend	93.00	93.00
Corporate Dividend Tax	18.93	18.93
Amount carried to General Reserve	-	-
Balance carried to Balance Sheet	662.41	672.80

Net sales for the year were higher by 7.5 % over previous year. Profit before Taxation stood at Rs. 1020.05 lacs for the year as against a profit of Rs. 941.31 lacs in the previous year. The Earnings per Share (EPS) for the year stood at Rs. 24.98 as against Rs. 25.31 in the previous year.

PERFORMANCE AND OPERATIONS

Your company manufactured high quality CTC teas. Having established as a premium mark over the years and being consistent with its quality your company''s tea fetched higher sales value. The production was higher in the financial year by 2.85 lacs kgs. compared to previous year. The company recorded higher sales of 2.77 lacs kgs. of tea in this financial year compared to previous year. The average price realization from combined sale of own leaf and bought leaf of the company''s tea during the year was Rs. 201.02 per kg as against Rs. 196.79 per kg during the previous year which reaffirms the market preference for quality teas produced by your company. However, despite increase in volume and price of its tea the profitability of the company was largely affected in this financial year due to continuous increase in input costs, particularly in the area of wages, manure and power which was beyond its control. Despite of all these adversities your company was able to achieve the budgeted surplus due to effective cost control in other areas, and by increasing the productivity of its quality teas while most of the tea companies of its size recorded drop in the surplus during the period under review.

In terms of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI(LODR)] the Management Discussion and Analysis Report annexed with the Directors Report which form part of this Annual Report gives a detailed analysis of your company''s operations and performance vis-a-vis industry structure and developments.

TRANSFER TO RESERVES

The company has not transferred any amount to any reserves out of the current year''s profit.

DIVIDEND

Your Board of Directors is pleased to recommend a dividend of 30 % on equity share capital of the company for the financial year 2015-16. The distribution of dividend will result in payout of Rs. 93 lacs excluding tax on dividend.

FUTURE PROSPECTS

In view of Indian crop being lower by 16 mkgs compared 2014 while African crop also being down by 66 mkgs during the same period, the market as expected opened on a strong note. Demand for clean and good liquoring CTC teas is stronger. Emphasis should continue to be on improving and maintaining quality. Positive response from some of the major packeteers and whole sellers from Gujarat and Maharashtra has been encouraging for Assam CTC teas. Prospect of higher volume of export appears to the encouraging in as much as sanctions has been lifted on Iran and fall in crude oil prices should benefit rupee trade. However political development in West Asia may affect other ports which need to be watched. Demand from CIS counties are also expected to remain good. However, clean and quality teas will continue to gain ground from continent market. In view of above, your company is expected to maintain its current growth in sales and profitability barring unforeseen events or circumstances.

SUBSIDIARY COMPANY

The Company''s subsidiary, B&A Packaging India Ltd, which is engaged in the production of high quality paper sacks and flexible laminates, performed commendably during the financial year ended 31st March 2016 and surpassed its previous results. During the financial year ended 31st March 2016 the company registered a net turnover of Rs. 49.19 cr. (previous year Rs. 47.09 cr.) and a pre-tax profit of Rs. 4.84 cr. (previous year Rs. 3.66 cr.). The Board of Directors of the subsidiary company has recommended a dividend of Re. 0.50 per equity share (previous year Re.0.50 per equity share) for the financial year ended 31st March 2016. Growth trends and financial performance of the company have been included under clause 3.3 in the Management Discussion and Analysis Report.

EXTRACT OFANNUAL RETURN

Pursuant to section 92(3) of the Companies Act''

2013 (hereinafter the Act) read with rule 12 (1) of the Companies (Management & Administration) Rules 2014 extract of annual return of the company for the financial year ended 31st March 2016 is attached with Board''s Report and marked as Annexure-A.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

Duly constituted CSR Committee had recommended to the Board for its consideration and approval of payments under various activities as per the approved policy. The CSR policy as recommended by the CSR committee and approved by the Board of Directors is available at the website of the company at the web link http://www.barooahs.com. The constitution of the CSR committee and particulars of meetings of the committee held during the year are disclosed in Corporate Governance Section of the Annual Report. In terms of rule 9 of the Companies (Accounts) Rules 2014 read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, Annual Report on CSR is annexed and marked as Annexure-B and forms part of the Director''s Report.

FIXED DEPOSITS

The Company has no outstanding deposit as on 31st March 2016.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company''s Directorate consists of nine directors, five of them are independent. Mrs. A. Farley continues to be the Chairman of the Board. No new directors were appointed during the year and none of the existing directors resigned. The composition of the directorate is in conformity with the provisions of the Companies Act'' 2013, allied rules and SEBI (LODR) Regulations, 2015. The particulars of the Directorate and the Key Managerial Personnel are given under Section-I of the Corporate Governance Report which forms part of this Annual Report.

By virtue of Section 152 of the Act'' Mr. Amit Chowdhuri, retires by rotation in the ensuing Annual General Meeting and is eligible for re-appointment.

A brief resume, expertise and shareholding in your company and details of other directorships of Mr. Chowdhuri is given in the Corporate Governance Section of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration to the company stating their independence in terms of section 149 (6) of the Act'' and the same have been placed and noted in the meeting of the Board of Directors held on 28th May 2016.

BOARD MEETINGS

The details of the meetings of the Board of Directors held during the financial year ended 31st March 2016 have been furnished under clause (ii) of Section I of the Corporate Governance Report forming part of the Annual Report.

COMMITTEESOFBOARD

The Board had constituted âAudit Committee'', âNomination and Remuneration Committee'' âCorporate Social Responsibility Committee'' and âStakeholders Relationship Committee'' of Directors in terms of respective provisions of the Act'' and SEBI (LODR) Regulations, 2015. The constitution, terms of references and policies of these committees have been discussed in detail in Corporate Governance section of the Annual Report. There have been no instances where the Board has not accepted the recommendations of the Audit committee.

COMPLIANCE OF CORPORATE GOVERNANCE NORMS

In terms of SEBI(LODR) Regulations, 2015 a certificate from Secretarial Auditors on compliance of Corporate Governance has been attached and forms part of Annual Report.

DIRECTORS REPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Act'' the Directors state that:

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

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at 31st March 2016 and of the profit of your company for the financial year ended 31st March 2016.

iv) The accounts have been prepared on a âgoing concern'' basis.

v) They had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

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

ADEQUACY OF FINANCIAL CONTROLS

In terms of section 134 (3) (q) of the Act'' read with rule 8 of the Companies (Accounts) Rules 2014 details of adequacy of financial controls have been discussed at length in clause 5 of the Management Discussion and Analysis Report which forms part the Director''s Report.

PARTICUALRS OF CONTRACT AND ARRANGEMENTWITH RELATED PARTIES

A policy on related party had been devised by the Board of Directors which is in conformity with Regulation 23 of SEBI (LODR) Regulations, 2015 for determining the materiality of transactions with related parties and strategy for dealing with the same. The said policy is available at the website of the company at https://www.barooahs.com.

In terms of section 134 of the Act'' read with rule 8(2) of the Companies (Accounts) Rules 2014 particulars of contracts/arrangements entered into by the company during the financial year under review in form AOC-2 is annexed and marked as Annexure- C and forms part of the Director''s Report.

REMUNERATION POLICY

Nomination and Remuneration Policy of the Company as recommended by Nomination and Remuneration Committee of Directors and approved by the Board of Directors had been formulated in compliance with the provisions of section 178 (3) of the Act. The said policy is available at the website of the company at https://www.barooahs.com.

Disclosure in terms of section 197 of the Act'' read with rule 5 of the Companies (Appointment & Remuneration) Rules 2014 regarding remuneration paid to Directors and Key Managerial Personnel for the financial year ended 31st March 2016 is given clause 2 (f) of Section II in the Corporate Governance of the Annual Report.

VIGILMECHANISM

In terms of section 177 (10) of the Act'' and regulation 22 of the SEBI (LODR) Regulations, 2015 the company had established a vigil mechanism to report and to deal with genuine concern by whistle blowers. The said policy is available at the website of the company at https://www.barooahs.com.

RISK MANAGEMENT

In terms of section 134 (3) of the Act'' the Board of Directors of the company had framed a risk management policy of the company to identify the key risk areas/elements with regards to its tea business. Detailed discussions on companies Risk Mitigation Plan has been made under clause 4.2 of the Management Discussion and Analysis Report which forms part of this Director''s Report. The Risk Management Policy is available at the website of the company at https://www.barooahs.com.

FORMAL EVALUATION OF BOARD''S PERFORMANCE

In terms of section 134 (3) of the Act'' read with SEBI (LODR) Regulations, 2015 the company had laid down the criteria for reviewing the performance of the Board, its committees and individual directors. These criteria are available at the website of the company at https://www.barooahs.com. The formal evaluation of its own performance and performance of the committees of the Board for the financial year 2015-16 was made by the Board of Directors in its meeting held on 28th May 2016.

STATUTORYAND COSTAUDITORS

M/s. Ghosal, Basu & Ray, Chartered Accountants, Kolkata, (FRN 315080E) were appointed as Statutory Auditors of the company for a term of five years in the last Annual General Meeting held on 15th September 2015. As per provisions of section 139 of the Companies Act'' 2013 the appointment of Auditors is required to be ratified by members at every annual general meeting.

The report given by the Auditors on the financial statements of the company is part of the annual report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report.

M/s. Mou Banerjee & Co., Cost Accountants (FRN 00266) were appointed Cost Auditors to carry out the Cost Audit of applicable business of the company for the financial year ended 31st March 2016. The Board of Directors has re-appointed them for the financialyear2016-17.

SECRETARIALAUDITORS

M/s. T. Chatterjee & Associates, Company Secretaries, Secretarial Auditors of the Company carried out the secretarial audit and compliance of secretarial standards for the financial year 2015-16. The detailed report on the secretarial audit is annexed to the Board''s Report and marked as Annexure-D. There has been no qualification, reservation or adverse remark in the report.

DETAILS OF THE MATERIALAND SIGNIFICANCTORDERS

There has been no material order against the company by any regulator, court or tribunal impacting the going concern status of the company. However, one shareholder has instituted a suit against the company under section 397/398 of the Companies Act'' 1956 before Hon''ble Company Law Board, Kolkata Bench which is pending adjudication and being defended by the company. Further the Scheme of Amalgamation of Buragohain Tea

Company Ltd with the company has been challenged by the same shareholder is pending adjudication before Hon''ble High Court at Guwahati.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGEEARNINGSAND OUTGO

Pursuant to section 134 (3) of the Act'' read with Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo forming part of this Director''s Report is annexed and marked as Annexure- E.

EMPLOYEE RELATIONS

The employee relations has remained harmonious throughout the year and your Board of Directors wishes to place on record its appreciation for the dedicated services rendered by the executives, staff and workers at all levels. None of the employees employed throughout the year or part of the year was in receipt of remuneration the aggregate of which exceeded the limit as prescribed under rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for disclosure in the report of the Board of Directors.

For and on behalf of the Board of Directors

KoLk_at_a Somnath Chatterjee Anjan Ghosh

May 28,2016 Managing Director Director

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the audited accounts of the Company for the year ended March 31, 2015.

Financial Results Rs. In lacs

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

Profit before Depreciation & Interest 1649.91 1918.77

Less: Finance Charges 433.18 482.16

Profit after finance charges 1216.73 1436.61

Less: Deprecaition 275.42 203.70

Profit before Tax 941.31 1232.91

Less: Provision for Tax

Current Tax 155.00 210.00 Deferred Tax 1.58 30.82

Profit after Tax 784.73 992.09

Appropriations

Proposed Dividend 93.00 93.00

Corporate Dividend Tax 18.93 15.81

Amount carried to General Reserve - 99.21

Balance carried to Balance Sheet 507.17 784.07

PERFORMANCE

This financial year witnessed an assorted fortune for the Indian Tea Industry. All India tea production registered a drop by 1.3% from previous year on account of crop loss in Assam and Darjeeling. Harvest in Assam was severally affected on account of late monsoon and pest infestation whilst South India reported substantially higher corp. The domestic market remained selective with premium quality teas maintaining or even exceeding previous year' price level but medium blends were left at the whims of the market forces. Export market was also selective on quality issues.

Likewise, your company also recorded mixed opulence in performance. Gross turnover of the company was Rs. 102.17 cr. during the financial year as against Rs. 100.82cr. for the previous year ended on 31st March 2014. Although the quantity of tea sold during the year was 51.87 lac kgs which was lower compared to 54.37 lacs kgs sold during the previous year, the increase in revenue was achieved due to favorable price variances of made tea from own leaves which fairly surpassed previous year' levels by Rs. 10 per kg. and also increase in the price levels of made tea from bought leaves by Rs. 12 per kg. compared to previous year. The increase in sale price was offset by sharp escalation in the cost of fuel, oil, electricity and fertilizers. Further steep escalation in wages cost due to upward revision in the rate twice during the year under review and impact of higher deprecia -tion on account of revised rates in terms of Schedule II of the Companies Act'2013 (hereinafter the Act' have adversely affected the profit margins. As a result your company registered a pretax profit of 9.41 cr. for the financial year under review as compared to the Rs. 12.32 cr. during the last financial year.

OPERATIONS

The company registered lower crop at 53.55 lacs Kgs. during the year compared to 56.77 lacs Kgs. during previous financial year. The company was unable to meet the budgeted production level due to drought persisted during begining of the season and early withdrawal of monsoon in Assam. Production from outsourced leaf was lower due to the company' policy of selective purchase in order to maintain quality. However, crop loss, which lead to lower saleable crop resulting in lower volume of sale was compensated by considerable increase in the tea prices fetched by

the company both from own and outsourced leaf which exceeded 2013-14 levels by fair margins. This could be achieved in as much as the company continued to make quality tea which were in greater demand throughout the year. The CTC market was good for all categories and for premium blends it remained buoyant throughout the year. The average price realization from combined sale of own leaf and bought leaf of the company during the year was Rs. 196.79 per kg, as against Rs. 185.41 per kg, during the last year which reaffirms the market preference for quality teas produced by your company. However, as mentioned above, multiple cost escalations in key input material prices and impact of increased wages cost has resulted in higher operating cost by Rs. 17 per kg of made tea compared to previous year.

The company has invested considerable amount on development expenditure during the year and continues to avail Tea Boards replanting/rejuvenation subsidy schemes for replacement of old plantation. The efforts over the years have resulted in improvement in the yield and consistent improvement in the quality of teas manufactured.

In terms of Corporate Governance disclosure under clause 49 of the Listing Agreement with Bombay Stock Exchange, (hereinafter the Listing Agreement) the Management Discussion and Analysis Report annexed with the Directors Report which forms part of this Annual Report gives a detailed analysis of your company' operations and performance vis-a-vis industry structure and developments.

TRANSFER TO RESERVES

The company has not transferred any amount to any reserves out of the current year' profit.

DIVIDEND

Your Board of Directors is pleased to recommend a dividend of 30 % on equity share capital of the Company for the financial year 2014-15. The distribution of dividend will result in payout of Rs. 93 lacs excluding tax on dividend.

FUTURE PROSPECTS

The prospect of tea business of the current year appears to be encouraging. With strong demand for quality CTC tea, premium blends will continue to fetch excellent prices. However, medium and starker

category of tea will attract squat demand; as a result demand and prices of teas from gardens which do not adhere to quality production will be driven by market forces. Your company has preferred quality over quantity and teas manufactured in all gardens have been commanding premium in the market for successive years. The management is continuously striving to improve the quality of its harvest by introducing modernized and improvised techniques in its gardens like, rain water harvesting and utilizing modern spraying equipments to drought prone areas. Further its upcoming state of art modern tea factory in Sangsua tea estate which is expected to be operational by end of this year will further boost its production. The management is optimist that the market preference for its quality teas will continue in coming years and the company will strengthen its position in terms of revenue and profit barring unforeseen adverse climatic conditions and/or anyother unforseen circumstances beyond the control of the management. Your Directors feel that in the milieu of slower off take of production and further proposed sharp increase in wages alongwith the continuing clamor for 'minimum wages in tea industry'and consistent increase in input cost, higher yield, increase in production and higher price realization by further improving quality will be key factors for a sustainable growth of the company.

SUBSIDIARY COMPANY

The company's subsidiary, B&A Packaging India Ltd., which is engaged in the production of high quality paper sacks and flexible laminates has made commendable performance during the financial year ended 31st March, 2015. During the year, the subsidiary company recorded a production of 134.50 lacs pieces of paper sacks (previous year 147.16 lacs) and 4.62 lacs kgs of flexible laminates (previous year 2.72 lacs kgs). During the financial year ended 31st March, 2015 the company registered a turnover of Rs. 47.09 cr. (previous year 40.70cr.) and a pre-tax profit of 3.66 cr. (previous year 2.43 cr.). The company has declared a dividend of 50 paise per equity share (previous year 25 paise per equity share) for the financial year ended 31st March 2015. Growth trends and financial performance of the company is further available under clause 3.3 in the Management Discussion and Analysis Report.

EXTRACT OF ANNUAL RETURN Pursuant to section 92(3) read with rule 12 (1) of the Companies (Management & Administration) Rules 2014 extract of annual return of the company for the financial year ended 31st March 2015 is attached with Boards Report and marked as Annexure-A. CORPORATE SOCIAL RESPONSIBILITY The Board has constituted Corporate Social Responsibility (CSR) committee of Directors to recommend the Board inter alia, the CSR Policy and connected activities to be undertaken. The CSR policy as recommended by the CSR committee was approved by the Board in its meeting held on 26th March 2015. The said policy is available at the website of the company at the web link, https://www.barooahs.com. The constitution of the CSR committee and particulars of meetings of the committee held during the year are disclosed in Corporate Governance Section of the Annual Report. In terms of rule 9 of the Companies (Accounts) Rules 2014 read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, Annual Report on CSR is annexed and marked as Annexure-B and forms part of the Directors Report.

FIXED DEPOSITS

In terms of section 78 of the Companies Act'2013 the company has repaid all existing fixed deposits d uring the year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL This is the 2nd year of operation of the company after the death of Hemendra Prasad Barooah, the Founder Chairman of the company. The Board and the Management felt the vacuity of his monumental presence at every step. However, under able stewardship of Mrs. Farley and active participation of all the Directors and professional managers the company has been able to consolidate its operations as will be evident from the financial results for the year under review.

During the year Mr. B.K. Mahanta, Managing Director of Assam Tea Brokers Pvt. Ltd was introduced in the Board as Additional Director. By virtue of section 161 of the Act'he retires in the ensuing Annual General Meeting and is eligible for reappointment. Mr. A. Ghosh, Mr. R.K. Bhuyan and Mr. P.K. Datta,

existing rotational directors were appointed as Independent directors'in terms of section 149 of Act in a meeting of the Board of Directors held on 26th March 2015 for a term upto 31st March 2020. Their appointments are subject to the approval of the shareholders in the ensuing Annual General Meeting. By virtue of Section 152 of the Act'Mrs. A. Farley, retires by rotation in the ensuing Annual General Meeting and is eligible for reappointment.

A brief resume, expertise, shareholding in your company and details of other directorship of each of these directors to be appointed/ reappointed, are given in the Corporate Governance Report. The company has received notices from shareholders pursuant to section 1 60 of the Act proposing appointments of Mr. Mahanta, Mr. Ghosh, Mr. Datta and Mr. Bhuyan. Suitable resolutions seeking their appointments/re-appointments has been incorporated in the notice convening the Annual General Meeting. The particulars of the Directorate and the Key Managerial Personnel are given under Part I of the Corporate Governance Report which forms part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declaration to the company stating their independence in terms of section 149 (6) of Act'and the same have been placed and noted in the meetings of the Board of Directors held on 24th May 2014 and 26th March 2015. BOARD MEETINGS

The details of the meetings of the Board of Directors held during the financial year ended 31st March 2015 have been furnished under clause (ii) of section I of the Corporate Governance Report forming part of the Annual Report.

COMMITTEES OF BOARD

The Board has constituted 'Audit Committee', domination and Remuneration Committee'ICorporate Social Responsibility Committee'and 'Stakeholders Relationship Committee'of Directors in terms of respective provisions of the Act'and the Listing Agreement. The constitution, terms of references, policies of these committees have been discussed in detail in Corporate Governance section of the Annual Report. There have been no instances where the

Board has not accepted the recommendations of the Audit Committee.

COMPLIANCE OF CORPORATE GOVERNANCE NORMS

In terms of the Listing Agreement, certificate from Secretarial Auditors on compliance of Corporate Governance has been attached and forms part of Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the provisions of section 134(5) of the Act'the Directors state that:

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

ii) They have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at 31st March 2015 and of the profit of your company for the financial year ended 31st March 2015.

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act'for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) The accounts have been prepared on a 'going concern'basis.

v) They had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively.

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ADEQUACY OF FINANCIAL CONTROLS In terms of section 134 (2) (q) of the Act'read with rule 8 of the Companies (Accounts) Rules 2014 details of adequacy of financial control have been discussed at length in clause 5 of the Management Discussion and Analysis Report which forms part the Director's Report.

PARTICUALRS OF CONTRACT AND ARRANGEMENT WITH RELATED PARTIES In terms of clause 49 of the listing agreement a policy on related party has been devised by the Board of Directors at its meeting held on 7th November 2014 for determining the materiality of transactions with related parties and strategy for dealing with the same. The said policy is available at the website of the company at https://www.barooahs.com.

In terms of section 134 of the Act'read with rule 8(2) of the Companies (Accounts) Rules 2014 particulars of contracts/arrangements entered into by the company during the financial year under review is annexed in form AOC-2 and marked as Annexure-C and forms part of the Director's Report. PARTICUALRS OF LOANS, GUARANTEES AND INVESTMENTS

The company has not given any loan, guarantee or made any investment exceeding the limits as prescribed in section 186 of the Act. REMUNERATION POLICY

A nomination and remuneration policy of the company as recommended by Nomination & Remuneration Committee of Directors has been formulated in compliance with the provisions of section 178 (3) of the Act and approved by the Board of Directors. The said policy is available at the website of the company at https://www.barooashs.com.

Disclosure in terms of section 197 of the Act'read with rule 5 of the Companies (Appointment & Remuneration) Rules 2014 with regards to remuneration paid to Directors and Key Managerial Personnel for the financial year ended 31st March 2015 is given clause 2 (e) of Section II in the Corporate Governance Section of the Annual Report.

VIGIL MECHANISM

In terms of section 177 (10) of the Act'and clause 49 of the Listing Agreement the company has established a vigil mechanism to report and to deal with genuine concern by whistle blowers. The said policy is available at the website of the company at https://www.barooahs.com.

RISK MANAGEMENT

In terms of section 134 (3) of the Act'read with clause 49 of the Listing Agreement the Board of Directors of the Company has framed a risk management policy

of the company to identify the key risk areas/elements with regards to its tea business. Detailed discussions on companies Risk Mitigation Plan has been made under clause 4.2 of the Management Discussion and Analysis Report which forms part of this Director' Report. The Risk Management Policy is available at the websi te of the com p any at https://www.barooahs.com

FORMAL EVALUATION OF BOARD'S PERFORMANCE

In terms of section 134 (3) read with clause 49 of the Listing Agreement the company has laid down the criteria for reviewing the performance of the Board, its committees and individual directors. These criteria are available at the website of the company at https://www.barooahs.com. The formal evaluation of its own performance for the financial year 2014-15 was made by the Board in its meeting held on 26th May 2015.

AUDITORS

M/s. Ghosal, Basu & Ray, Chartered Accountants, Kolkata, (FRN 315080E) were appointed as Statutory Auditors of the company vide Extraordinary General Meeting held on 5th January 2015 to fill the casual vacancy caused due to resignation given by M/s. P.K. Nandy & Associates. M/s. Ghosal, Basu & Ray, retires at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

The Company is required to carry out cost audit under section 148 of the Act'read with Companies (Cost Record and Audit) Amendment Rules, 2014 relating to its business of tea. Accordingly M/s. Mou Banerjee & Co., Cost Accountants (FRN 00266), were appointed for auditing the cost accounts of the company for the financial year ending 31st March 2016. Pursuant to Companies (Audit & Auditors) Rules, 2014 remuneration payable to the Cost Auditor was approved by the Audit Committee and the Board of Directors and is subject to the approval of the shareholders in the ensuing Annual General Meeting.

Pursuant to rule 13 of Companies (Accounts) Rules 2014, the Board of Directors has appointed M/s. A.R. Maity & Co., Chartered Accountants, Kolkata, (FRN 307093E), who are eligible for reappointment as Internal Auditors of the company for the financial year 2015-16. Pursuant to the provisions of section 204 of the Act'

Mr. Tarun Chatterjee, Practicing Company Secretary (COP 6935) was appointed as the Secretarial Auditor of the company for the financial year 2014-15. The Secretarial Auditor's Report for the financial year ended 31st March 2015 is annexed to the Board's Report and marked as Annexure-D.

DETAILS OF THE MATERIAL AND SIGNIFICANCT ORDERS

There has been no material order against the company by any regulator, court or tribunal impacting the going concern status of the company. However, one shareholder has instituted a suit against the company under section 397/398 of the Companies Act'1956 before the Company Law Board, Kolkata Bench which is pending adjudication and being defended by the company. Further the Scheme of Amalgamation of Buragohain Tea Company Ltd with the company which received approval from the respective shareholders during previous year has been challenged by the same shareholder and is pending adjudication before Honhle High Court at Gauhati.

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

Pursuant to section 134 (3) of the Act'read with Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo forming part of this Director's Report is annexed and marked as Annexure- E.

EMPLOYEE RELATIONS

The employee relations has remained harmonious throughout the year and your Board of Directors wishes to place on record its appreciation for the dedicated services rendered by the executives, staff and workers at all levels. None of the employees employed throughout the year or part of the year was in receipt of remuneration the aggregate of which exceeds the limit as prescribed under rule 5 (2) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for disclosure in the report of Board of Directors.

For and on behalf of the Board of Directors

Somnath Chatterjee Managing Director

Place : Kolkata Anjan Ghosh

Date : 31st July, 2015 Director

Mar 31, 2014

Dear members,

The Directors are pleased to present the Annual Report together with the audited accounts of the company for the year ended March 31, 2014.

FINANCIAL RESULTS ( Rs. In lacs)

PARTICULARS Year ended Year ended 31st March, 2014 31st March, 2013 Profit before Depreciation And Interest 1918.77 1972.34

Less: Finance Charge 482.16 635.10

Profit after finance charge 1436.61 1337.24

Less: Depreciation 203.70 186.36

Profit before tax 1232.91 1150.88

Less: Provision for Tax Current Tax 210.00 230.00

Deferred Tax 30.82 37.86

Profit After Tax 992.09 883.02

APPROPRIATIONS Proposed Dividend 93.00 77.50

Corporate Dividend Tax 15.81 13.17

Amount carried to General Reserve 99.21 88.30

Balance carried to Balance Sheet 784.07 704.05

PERFORMANCE

This financial year recorded mixed fortune for the Indian Tea Industry. In terms of Crop, it was higher than previous year in all regions of the country but prices of tea in most auction centres however recorded some decline compared to previous year. Price differences between medium and quality teas had widened considerably, thereby confirming to the market preferences for quality teas.

Your company achieved operational revenue of Rs. 100.82 cr. from sale of tea this financial year as against Rs. 100.29 cr. for the previous year

ended on 31st March 2013. This being the highest turnover registered by the company till date and the gross revenue has touched a hundred crore mark for the second consecutive year. The profits of your company before providing for tax was stabilized at Rs.12.32 cr. as compared to the Rs. 11.51 cr. in the last financial year ended on 31st March 2013, although the quantity sold during the year at 54.37 lac kgs was lower compared to 55.06 lacs kgs sold during the previous year. The increased surplus was due to favourable price variances.

OPERATIONS

The company registered higher crop at 56.77 lacs kgs. this year compared to 55.34 lacs kgs. during last financial year. While the company''s own crop suffered marginally due to erratic weather conditions, the total quantum was marginally higher due to outsourcing of higher volume of bought leaf. However, crop loss was compensated with an increase in the tea prices in own leaf though this increase was not in magnitude with the previous year''s increase. Average CTC price was lower in all auction centres compared to previous year. Markets were polarized at the top and bottom and top end blends fetched attractive price levels with virtually cent percent sales. Your company''s tea fetched premium value over the auction averages throughout the year like earlier years. The average price realization for the company from sale of own leaf and bought leaf during the period was Rs. 185.41 per kg, as against Rs. 182.13 per kg, in the last year. These indicators support continued growth in the company inspite of adverse climatic conditions which prevailed during earlier part of the season. Also, effective control of costs at all levels including rationilsation of debt structure has offset the effect of unprecedented two times increase in wages and substantial increase in all input costs particularly in fertilizers and chemicals during the year and has resulted in overall higher operating cost by 50 paisa per kg compared to the previous year.

There has been a significant change in the climatic conditions in Assam due to erratic and untimely rainfall almost throughout the year which has adversely affected the crop. Your Directors are taking sustainable program to meet these challenges. The detailed analysis of your company''s operations and industry vis-a-vis company''s performance is covered under ''Management Discussion and Analysis Report''. DIVIDEND

Your Board of Directors is pleased to recommend a dividend of 30 % on equity share capital of the company for the financial year 2013-14. The

distribution of dividend will result in payout of Rs. 93 lacs excluding tax on dividend.

FUTURE PROSPECTS

Tea market is expected to remain strong in 2014 due to negative carry forward of old season stocks. Premium quality CTC teas will continue to fetch good prices and could reach new thresholds in the current season. The price trends in auctions specially for premium quality CTC teas are also encouraging. This is evident from the prices commanded by the company''s teas over auction averages. The company is expected to strengthen its position in terms of revenue and liquidity in coming years barring unforeseen adverse weather conditions. Your Directors feel that better yield in the production and higher price realization by increasing quality will be key factors for sustainable growth.

CORPORATE SOCIAL RESPONSIBILITY

The company has constituted a three member committee of the Board under Chairmanship of Mr. PK. Datta, an independent director to formulate a CSR policy and recommend expenditure within the ambit of activities as mandated in the Companies Act'' 2013. The activities that will be undertaken by the Company in the current financial year on the recommendations made by the committee will be disclosed in the next annual report. However, the welfare policies already adopted by the Board and have been operational during the year are in the following domains-

*Health & Safety of Workforce and their family * Waste Management * Cultural * Environmental The company has continued with its welfare activities by improving health, education and safety of its workforce and employees and to improve the standard of living in and around the tea estates. Medical care is provided to the work force through well equipped estate hospital. With the company''s continued support Kamal Kumari National Award is being felicitated every year. Scholarships funded by Kamal Kumari Foundation were provided to meritorious students from North East.

FIXED DEPOSITS

3 deposit of Rs. 7, 24, 902/- remained unpaid as on 31st March, 2014.

DIRECTORS

With profound grief the Directors report the sad demise of Dr. Hemendra Prasad Barooah the Founder Chairman of the Company on 31st July 2013 at Bangkok and records the irreparable loss caused to the company and the tea feternity due to passing away of this Industry Stalwart.

During the year Mr. R.RoyChoudhury, Mr. Sudipto Sarkar, Directors and Mr. A.K. Sarma, Whole Time Director resigned from the Board. The Board places on record the valuable contributions made by them while in directorship and wishes them good health and success in their future endeavours.

Mrs. Anuradha Farley, elder daughter of Late Hemendra Prasad Barooah was introduced in the directorate as Additional Director and permanent Chairperson of the Board on 30th August 2013. She retires in the ensuing annual general meeting. Company has received proposal under section 160 of the Companies Act'' 2013 to reappoint her as a Director.

By virtue of Section 255 of the previous Companies Act, 1956 and the Articles of Association of the company, Mr. B. K. Goswami and Mr. Latifur Rahman, retire by rotation at the ensuing annual general meeting. However they are appointed as independent directors in terms of section 149 of the Companies Act'' 2013 by the Board of Directors in its meeting held on 24th May 2014. Their appointment as independent directors in the company are subject to the approval of the shareholders in the ensuing annual general meeting.

By virtue of Section 152 of the Companies Act,2013, Mr. Amit Chowdhuri, retires by rotation in the ensuing general meeting and is eligible for reappointment.

A brief resume, expertise, shareholding in your

company and details of other directorship of each of these directors to be appointed/ reappointed, are given in the Corporate Governance Report. Suitable resolutions for the approval of shareholders will be incorporated in the notice convening the annual general meeting.

A shareholder has instituted a proceeding against the Company under section 397/398 of the Companies Act'' 1956 before the Company Law Board, Kolkata Bench, which is pending adjudication and being defended by the company. COMMITTEES OF BOARD

The Board of Directors has reconstituted the terms of reference of the ''Audit Committee'' of Directors and redefined its objectives in terms of section 177 of the Companies Act'' 2013 and revised clause 49 of the Listing Agreement with the Bombay Stock Exchange.

The ''Remuneration Committee'' of Directors has been renamed and reconstituted as ''Nomination and Remuneration Committee'' of Directors in terms of section 178 of the Companies Act'' 2013 and in line with the revised Corporate Governance Norms.

The ''Investor Grievance Committee'' which was constituted by the Board to address the grievances of the shareholders has been renamed and reconstituted as ''Stakeholders Relationship Committee'' of Directors to adhere to the needs of investors of the company.

The terms of references, policies and constitution of these committees have been discussed in detail in ''Corporate Governance Report''.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE In terms of the listing agreement with Bombay Stock Exchange, Report on Management Discussion & Analysis and the Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance have been attached and forms part of Annual Report.

DIRECTORS REPONSIBILITY STATEMENT

Your Directors confirm that:

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

ii) They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at 31st March 2014 and of the profit of your company for the financial year ended 31st March 2014.

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) They have prepared the accounts on a ''going concern'' basis.

AUDITORS

M/s. P.K. Nandy & Associates, Chartered Accountants, Kolkata, Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. Cost Audit under section 233B of the Companies Act, 1956 is being carried out by firm of Cost Accountants appointed by the Board of Directors. The Company has re-appointed existing Internal Auditors M/s. A.R. Maity & Co., Chartered Accountants, for the financial year 2014-15. AMALGAMATION

The Scheme of Amalgamation of Buragohain Tea Company Ltd into your company which received necessary approval from the respective shareholders of both the companies in meetings

held on 23rd March, 2013 has been challenged by a shareholder and is pending adjudication before the Hon''ble High Court at Gauhati. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The reports on conservation of energy, or technology absorption and foreign exchange earning and outgo as required under section 217 (1)(e) of the previous Companies Act, 1956 are enclosed as Annexure-A and forms part of the Directors Report.

EMPLOYEE RELATIONS

The company has a large work force employed in the tea estates. The welfare and well being of the workers are monitored closely and harmonious relations with its employees are being maintained. The employee relations has remained cordial throughout the year and your Board of Directors wishes to place on record its appreciation for the dedicated services rendered by the executives, staff and workers at all levels.

None of the employees employed throughout the year or part of the year was in receipt of remuneration the aggregate of which exceeds the limit as prescribed under Section 217 (2A) of the Companies Act, 1956 for disclosure in the report of Board of Directors.

For and on behalf of the Board of Directors

A. Farley Chairman Place-Kolkata The 24th May 2014

Mar 31, 2013

To the Members,

The Directors are pleased to present the Annual Report together with the audited accounts of the company for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. In lacs)

PARTICULARS Year ended Year ended 31st March, 2013 31st March, 2012

Profit before Depreciation And Interest 1972.34 1723.60

Less: Finance Charge 635.10 541.46

Profit after finance charge 1337.24 1182.14

Less: Depreciation 186.36 166.36

Profit before tax 1150.88 1015.78

Less: Provision for Tax

Current Tax 230.00 218.00

Deferred Tax 37.86 50.61

Profit After Tax 883.02 747.17

APPROPRIATIONS

Proposed Dividend 77.50 62.00

Corporate Dividend Tax 13.17 10.06

Amount carried to General Reserve 88.30 56.04

Balance carried to Balance Sheet 704.05 619.07

PERFORMANCE

Your company achieved operational revenue of Rs. 100.75 cr. from sale of tea this financial year as against Rs. 83.22 cr. for the previous year ended on 31st March 2012. This being the highest turnover registered by the company and the gross revenue has touched a hundred crore mark. The profits of your company before providing for tax were Rs. 11.51 cr. as compared to the 10.15 cr. in the last financial year ended on 31st March 2012.

OPERATIONS

The company registered higher crop at 55.34 lacs kgs. this year compared to 52.33 lacs kgs. during last financial year. While the company''s own crop suffered marginally due to adverse whether conditions, the total quantum was made up to some extent by outsourcing bought leaf. During this financial year there was a crop loss at around 4.14% compared to previous year due to pro- longed drought and erratic whether conditions in

Assam which has impacted the expected growth in crop and overall profitability of the company. However, crop loss was compensated with a consistent increase in the tea prices. This year, the market has been selectively buoyant for quality teas and price realizations for Assam teas were encouraging. Your company''s tea fetched premium over the auction averages throughout the year. The average price realization for the company, during the period was Rs. 182.13 per kg, as against Rs. 161.94 per kg, in the last year and the company''s tea attracted a premium over the auction averages. These indicators support good prospect of the tea industry. However, normal increase in wages and substantial increase in all input costs during peak season had taken the overall cost higher by Rs. 22 per kg.

During the year there have been significant changes in the climatic conditions in Assam including acute shortage in rainfall which has adversely effected the crop. Your Directors are taking sustainable program to meet these challenges. The detailed analysis of your company''s operations and industry vis-Ã -vis company''s performance is covered under ÂManagement Discussion and Analysis Report''.

DIVIDEND

Your Board of Directors is pleased to recommend a dividend of 25% on equity share capital of the company for the financial year 2012-13. The distribution of dividend will result in payout of Rs.77,50,000 excluding tax on dividend.

FUTURE PROSPECTS

As per revised methodology of Tea Board of India adopted for compiling tea statistics the CY 2012 crop is expected to be lower at 1112 million kgs compared to 1116 million kgs in CY 2011. This shortfall has resulted limited carryover and is expected to raise domestic demand of Indian Teas. This will also lead to escalating prices of CTCS.. The demand at the auctions and private sales will also continue to fetch premium prices for quality teas.

The company is expected to strengthen its position in terms of revenue and liquidity in coming years barring unforeseen adverse weather conditions. Your Directors feel that better yield in the production and higher price realization by increasing quality will be key factors for sustainable growth.

The Scheme of Amalgamation with Burgohain Tea Company Ltd which operates Govindapur Tea Estate in Golaghat District, Assam, is awaiting confirmation from Hon''ble High Court, and on implementation, will bring the Eighth Tea Estate under the company''s banner. Govindapur, which is known for its quality tea will further boost the revenue and liquidity of the company upon merger being effective.

CORPORATE SOCIAL RESPONSIBILITY

Your Directors are aware of the social responsibilities of the company and the environment in which it operates. The welfare policies adopted by the Board operates in the following domains- - Health & Safety of the Workforce and family - Waste Management - Cultural - Environmental

The Company has continued with its welfare activities by improving health, education and safety of its workforce and employees and to improve the standard of living in and around the tea estates. Medical care is provided to the work force through well equipped estate hospital. With the company''s continued support Kamal Kumari National Award is being felicitated every year. Scholarships were provided to meritorious students from North East and were funded by Kamal Kumari Foundation.

FIXED DEPOSITS

2 deposits of Rs. 4,47,363 remained unclaimed and unpaid as on 31st March, 2013.

DIRECTORS

By virtue of Section 255 of the Companies Act, 1956 and the Articles of Association of the company, Mr. A. Chowdhuri and Mr.R.K.Bhuyan retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Mr. P.K.Datta was introduced in the directorate as Additional Director. He retires in the ensuing Annual General Meeting. Company has received proposal under section 257 of the Companies Act'' 1956 to reappoint him as Director.

A brief resume, expertise, shareholding in your Company and details of other directorship of each of these directors to be appointed/ reappointed, are given in the Corporate Governance Report. Suitable resolutions for the approval of shareholders are incorporated in the notice convening the Annual General Meeting.

With profound grief the Directors places on record the sad demise of Mr. T.C.Dutt, Director and Chairman of Audit Committee on 2nd March 2013. Mr. Dutt an ex-IAS from West Bengal Cadre was a stalwart in the Corporate World and represented several reputed companies in their board as Independent Director. The Board recalls his regular attendance in meetings, inquisitiveness in business issues and impeccable deliberations during the meetings. The Directors pray for the departed soul to rest in peace and wish for sufficient fortitude to the bereaved family members to withstand the irreparable loss.

Mr.R.RoyChoudhury, Director resigned from Directorship on 29th April 2013. The Board places on record the valuable contributions made by Mr.RoyChoudhury, while in Directorship and wishes him his good health and success in all his future endeavours.

COST AUDIT

The Ministry of Corporate Affairs, Government of India by an order directed audit of the Cost Accounts maintained by the company under section 209(1) (d) of the Companies Act'' 1956 with respect to the Plantation Products. In terms of the said order Cost Audit is being conducted by a firm of Cost Accountants appointed by the Board of Directors with the approval of the Ministry of Corporate Affairs every year.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

In terms of the listing agreement with Bombay Stock Exchange, Report on Management Discussion & Analysis and the Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance have been attached and forms part of Annual Report.

DIRECTORS REPONSIBILITY STATEMENT

Your Directors confirm that:

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

ii) They have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March 2013 and of the profit of your Company for the financial year ended 31st March 2013.

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956 for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

iv) They have prepared the accounts on a Âgoing concern'' basis.

AUDITORS

M/s. P. K. Nandy & Associates, Chartered Accountants, Kolkata will retire at the conclusion of the forthcoming Annual General Meeting as auditors of the company and being eligible offer themselves for reappointment.

AMALGAMATION

The Scheme of Amalgamation of Buragohain Tea Company Ltd into your company has received necessary approval from the respective shareholders of both the Companies in meetings held on 23rd March 2013 and is awaiting confirmation from the Hon''ble High Court at Gauhati.

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

The reports on conservation of energy, or technology absorption and foreign exchange earning and outgo as required under section 217 (1)(e) of the Companies Act, 1956 are enclosed as Annexure-A and forms part of the Directors Report.

EMPLOYEE RELATIONS

The Company has a large work force employed in the tea estates. The welfare and well being of the workers are monitored closely and harmonious relations with its employees are being maintained. The employee relations has remained cordial throughout the year and your Board of Directors wishes to place on record its appreciation for the dedicated services rendered by the executives, staff and workers at all levels.

None of the employees employed throughout the year or part of the year was in receipt of remuneration the aggregate of which exceeds the limit as prescribed under 217(2A) of the Companies Act, 1956 for disclosure in the report of Board of Directors.

For and on behalf of the Board of Directors

Place-Kolkata H.P.Barooah

The 29th May 2013 Chairman

Mar 31, 2012

The Directors are pleased to present the Annual Report together with the audited accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS (Rs. In lacs)

PARTICULARS Year ended Year ended 31st March, 2012 31st March, 2011

Profit before Depreciation And Interest 1723.60 1349.88

Less: Interest 541.46 429.35

Profit after Interest 1182.14 920.53

Less: Depreciation 166.36 148.47

Profit before tax 1015.78 772.06

Less: Provision for Tax

Current Tax 218.00 262.00

Deferred Tax 50.61 40.22

Profit After Tax 747.17 469.84

APPROPRIATIONS

Proposed Dividend 62.00 46.50

Corporate Dividend Tax 10.06 7.54

Amount carried to General Reserve 56.04 23.49

Balance carried to Balance Sheet 619.07 392.30

PERFORMANCE

Your company achieved operational revenue of Rs. 83.18 cr. from sale of tea this financial year as against Rs. 76.41 cr. for the previous year ended on 31st March, 2011. This being the highest turnover registered by the Company. The profits of your Company before providing for tax were Rs. 10.16 cr. as compared to the Rs. 7.72 cr. in the last financial year ended on 31st March, 2011. Efforts are being made to improve yield and quality of tea produced by the Company. During the year there was a consistent increase of the tea prices of the Company.

The detailed analysis of your Company's operations and industry vis-a-vis company's performance is covered under 'Management Discussion & Analysis Report.'

DIVIDEND

Your Board of Directors is pleased to recommend a dividend of 20% on equity share capital of the Company for the financial year 2011-12. The distribution of dividend will result in payout of Rs. 62 lacs excluding tax on dividend.

FUTURE PROSPECTS

Production of Tea in India, has touched 988 million kgs in CY 2011 as against 966 million kgs in the previous year. The growth was led due to the recovery of production in North India. Further, domestic consumption is growing at steady rate 3.5% annually and expected to touch 904 million kgs in CY 2011 from 780 million kgs in CY 2005. With shortfall of production in Kenya and Sri Lanka, the demand of Indian Tea is expected to rise in the coming years, globally.

The average price realization of Company's tea during the period was Rs. 162 per kg, as against Rs. 152 per kg, in the last year and the Company's tea attracted a premium over the auction averages. These indicators support good prospect of the tea industry. However, normal increase in wages and substantial increase in all input costs during peak season had taken the overall cost higher by Rs. 6 per kg. Your Directors feel that better yield in the production and higher price realization by increasing quality will be key factors for sustainable growth.

The Leisure Resort project which the Company initiated last year, has taken its final shape. An 18 hole Champion Golf Course with central resort facility and golf villas has become a major tourist attraction in Assam. Your Directors expect that this venture will further boost the turnover and profitability of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Directors are aware of the social responsibilities of the Company and the environment in which it operates. The Company has continued with its welfare activities by improving health, education and culture of its workforce and employees and to improve the standard of living in and around the tea estates. Medical care is provided to the work force through well equipped estate hospital. With the Company's continued support Kamal Kumari National Award is being felicitated every year. This year awards were conferred on Dr. Amaresh Dutta for Arts and Culture, Prof. Ramesh C. Deka for Science and Technology and Mr. Subir Bhowmik for Journalism. Scholarships were provided to meritorious students from North East and was funded by Kamal Kumari Foundation.

FIXED DEPOSITS

One deposit of Rs. 21,462 remained unclaimed and unpaid as on 31st March, 2011.

AUDITORS REPORT

The Report of the Statutory Auditors pertaining to the Financial Accounts in respect of the year ended 31st March, 2012 read with Notes on Accounts are self explanatory and therefore, do not require any further clarification.

DIRECTORS

By virtue of Section 255 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. B.K. Goswami and Mr. Sudipto Sarkar retire by rotation in the ensuing Annual General Meeting and being eligible offer themselves for re- appointment.

Mr. Latifur Rahman and Mr. Anjan Ghosh were introduced in the directorate as Additional Directors on 21st November, 2011 and 25th May, 2012 respectively. They will be retiring in the ensuing Annual General Meeting. Company has received proposals under section 257 of the Companies Act, 1956 to appoint Mr. Rahman and Mr. Ghosh as Directors of the Company.

A brief resume, expertise, shareholding in your Company and details of other directorship of these directors to be appointed/ reappointed, are given in the Corporate Governance Report. Suitable resolutions for the approval of shareholders are incorporated in the notice convening the Annual General Meeting.

COST AUDIT

The Ministry of Corporate Affairs, Government of India by an order directed audit of the Cost Accounts maintained by the Company under section 209(1) (d) of the Companies Act, 1956 with respect to Plantation Products. In terms of the said order Cost Audit is being conducted by a firm of Cost Accountants appointed by the Board of Directors with the approval of the Ministry of Corporate Affairs.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

In terms of the listing agreement with Bombay Stock Exchange Ltd., Report on Management Discussion & Analysis and Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance have been attached and forms part of Annual Report.

DIRECTOR'S REPONSIBILITY SATATEMENT

Your Directors confirm that:

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

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

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities.

iv) They have prepared the accounts on 'going concern' basis.

AUDITORS

M/s. P. K. Nandy & Associates, Chartered Accountants, Kolkata will retire at the conclusion of the forthcoming Annual General Meeting as Auditors of the Company and being eligible offer themselves for re-appointment.

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

The reports on conservation of energy, technology absorption and foreign exchange earning and outgo as required under section 217 (1)(e) of the Companies Act, 1956 are enclosed as Annexure- A and forms part of the Directors Report.

EMPLOYEE RELATIONS

The Company has a large work force employed in the tea estates. The welfare and well being of the workers are monitored closely and harmonious relations with its employees are being maintained. The employee relations has remained cordial throughout the year and your Board of Directors wishes to place on record its appreciation for the dedicated services rendered by the executives, staff and workers at all levels.

None of the employees employed throughout the year or part thereof was in receipt of remuneration the aggregate of which exceeds the limit as prescribed under 217 (2A) of the Companies Act, 1956 for disclosure in the report of Board of Directors.

For and on behalf of

the Board of Directors H.P. Barooah

Kolkata, May 25, 2012 Chairman

Mar 31, 2011

Dear Members,

The Directors are pleased to present the Annual Report together with the audited accounts of the Company for the year ended March 31, 2011.

FINANCIAL RESULTS

( Rs. In lacs)

PARTICULARS Year ended Year ended

31st March 2011 31st March 2010

Profit before Depreciation and Interest 1350.38 1190.06

Less: Interest 429.36 329.32

Profit after Interest 921.02 860.74

Less: Depreciation 148.48 126.33

Profit before tax 772.54 734.41

Less: Provision for Tax

Current Tax 262.00 58.00

Deferred Tax 40.22 (123.96)

Fringe Benefit Tax Ã Ã

Wealth Tax 0.48 2.94

Profit After Tax 469.84 797.43

APPROPRIATIONS

Proposed Dividend 46.50 46.50

Corporate Dividend Tax 7.54 7.91

Amount carried to General Reserve 23.49 33.70

Balance carried to Balance Sheet 392.30 52.68

PERFORMANCE

Your company achieved revenue of Rs. 76.41 cr. this financial year as against Rs. 68 cr. for the previous year ended on 31st March 2010. The profits of your Company before providing for tax was Rs. 7.72 cr. as compared to the 7.34 cr. in the last financial year ended on 31st March 2010.

The detailed analysis of your Company's operations and industry vis-ÃÂ -vis company's performance is covered under 'Management Discussion & Analysis Report.'

DIVIDEND

Your Board of Directors are pleased to recommend a dividend of 15% on equity share capital of the Company for the financial year 2010-11. The distribution of dividend will result in payout of Rs. 46.50 lacs excluding tax on dividend.

FUTURE PROSPECTS

Indian Tea Production, the sector in which your company is primarily engaged, after witnessing long recessionary pressure has recovered and expected to touch 1050 million kg which accounts for 41% of global tea production. Further, domestic consumption has increased from 780 million kgs in CY 2005 to 880 million kgs in CY 2010, resulting in escalation in the selling price. The demand and supply gap will widen in the coming years since no capacity addition has taken place in the last five years and the consumption is growing at a steady rate of 3.5% per annum. The average price realization for the Company, during the period was Rs. 152 per kg, as against Rs. 140 per kg, in the last year. These indicators support good prospect of the tea industry. However, normal increase in wages and substantial increase in all input costs during peak season had taken the overall cost higher by Rs. 8 per kg. Your Directors feel that better yield in the production and higher price realization by increasing quality will be key factors for sustainable growth. In an another initiative, the Company is developing a champion golf course, golf resorts, and theme villas in Jorhat, Assam, to host national and international golf tournaments. These may be leased out to group companies which are in hospitality business for operational convenience. Your Directors expect that this new initiative will further boost the turnover and profitability of the Company as well as the group.

CORPORATE SOCIAL RESPONSIBILITY

Your Company is conscious about its social responsibilities and the environment in which it operates. It has continued with its welfare activities by improving health, education and culture and to improve the standard of living in and around the tea estates. Medical care is provided to the work force through well equipped estate hospital. With the Company's continued support Kamal Kumari National Award is being felicitated every year. This year awards were conferred on Begum Parween Sultana Khan, eminent vocalist in the field of Art and Culture, Shri R.M. Bhagawati for his contribution in Journalism and Prof. R. Narashima, Aerospace Scientist in the field of science and technology. Scholarships were provided to meritorious students from North East and was funded by Kamal Kumari Foundation.

FIXED DEPOSITS

There was no unclaimed deposit as on 31st March, 2011.

AUDITORS REPORT

The Report of the Statutory Auditors pertaining to the Financial Accounts in respect of the year ended 31st March, 2011 read with Notes on Accounts are self explanatory and therefore, do not require any further clarification.

DIRECTORS

By virtue of Section 255 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Vijay Shetty and Mr. T.C. Dutt retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Mr. R. Roy Choudhury and Mr. R. K. Bhuyan were introduced in the directorate as Additional Directors on 27th September 2010 and they will be retiring in the ensuing Annual General Meeting. The Company has received proposal under section 257 of the Companies Act' 1956 to appoint Mr. Roy Choudhury and Mr. Bhuyan as rotational Directors of the Company.

A brief resume, expertise, shareholding in your Company and details of other directorship of these directors to be appointed / re-appointed, are given in the Corporate Governance Report. Suitable resolutions for the approval of shareholders are incorporated in the notice convening the Annual General Meeting.

COST AUDIT

The Ministry of Corporate Affairs, Government of India by an order directed audit of the Cost Accounts maintained by the Company under section 209(1) (d) of the Companies Act' 1956 with respect to the Plantation Products. In terms of the said order Cost

Audit is being conducted by a firm of Cost Accountants appointed by the Board of Directors with the approval of the Ministry of Corporate Affairs.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE

In terms of the listing agreement with Bombay Stock Exchange, Report on Management Discussion & Analysis and the Report on Corporate Governance alongwith the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance have been attached and forms part of Annual Report.

DIRECTORS REPONSIBILITY SATATEMENT

Your Directors confirm that:

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

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

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act' 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) They have prepared the accounts on a 'going concern' basis.

AUDITORS

M/s. P.K. Nandy & Associates, Chartered Accountants, Kolkata will retire at the conclusion of the forthcoming Annual General Meeting as auditors of the Company and being eligible offer themselves for reappointment.

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

The reports on conservation of energy, or technology absorption and foreign exchange earning and outgo as required under section 217 (1)(e) of the Companies Act, 1956 are enclosed as Annexure-A and forms part of the Directors Report.

EMPLOYEE RELATIONS

The Company has a large work force employed in the tea estates. The welfare and well being of the workers are monitored closely and harmonious relations with employees are being maintained. The employee relations has remained cordial throughout the year and your Board of Directors wishes to place on record its appreciation for the dedicated services rendered by the executives, staff and workers at all levels.

None of the employees employed throughout the year or part of the year was in receipt of remuneration the aggregate of which exceeds the limit as prescribed under 217 (2A) of the Companies Act, 1956 for disclosure in the report of Board of Directors.

For and on behalf

of the Board of Directors

H. P. Barooah

Chairman

Place : Kolkata

Dated : The 28th May 2011

Mar 31, 2010

The Directors are pleased to present the Annual Report together with the audited accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS

( Rs. In lacs)

PARTICULARS Year ended Year ended 31st March 2010 31st March 2009

Profit before Depreciation and Interest 1190.06 1058.83

Less: Interest 329.32 366.02

Profit after Interest 860.74 692.81

Less: Depreciation 126.33 124.88

Profit before tax 734.41 567.93

Less: Provision for Tax

Current Tax 58.00 111.00

Deferred Tax (123.96) 88.13

Fringe Benefit Tax Ã 2.63

Wealth Tax 2.94 Ã

Profit After Tax 797.43 366.16

APPROPRIATIONS

Proposed Dividend 46.50 31.00

Corporate Dividend Tax 7.91 5.27

Amount carried to General Reserve 33.70 Ã

Balance carried to Balance Sheet 52.68 (656.65)

PERFORMANCE

Your company achieved revenue of Rs. 68.74 cr. this financial year as against Rs. 56.95 cr. for the previous year ended on 31st March 2009. The profits of your Company after providing for tax increased to Rs. 7.97 cr. as compared to 3.67 cr. in the previous year ended on 31st March 2009.

The detailed analysis of your Companys operations and industry vis-ÃÂ -vis companys performance is covered under ÃManagement Discussion & Analysis Report.

DIVIDEND

Your Board of Directors is pleased to recommend a dividend of 15% on equity share capital of the Company for the financial year 2009-10. The distribution of dividend will result in payout of Rs. 46.50 lacs excluding tax on dividend.

FUTURE PROSPECTS

The Indian tea industry is witnessing an increasing trend in price realization, domestic consumption and export. Production of CTC in India, the main

product of the Company, is estimated to reach near 1050 million Kgs, this fiscal and the overall consumption pattern is showing increasing trend. The average price realization for the Company, during the period was Rs. 140 per kg, as against Rs. 116 per kg, in the last year. These indicators support the good prospect of the tea industry. However, normal increase in wages and substantial increase in all input costs during peak season had taken the overall cost higher by Rs. 7 per kg. Your Directors feel that better yield in the production and higher price realization by increasing quality will be key factors for sustainable growth.

HUMAN RESOURCES

Our success is fundamental to our ability to recruit and retain qualified and motivated people at all levels. Our talent pool of employees have college degrees and some of them has advanced degrees including, Degree in Agriculture, Productivity, Accountancy and Management. Our goal is to recruit and retain people who are the best at what they do, people who are motivated to achieve results, have high standards of quality and integrity, posses a flexible, entrepreneurial spirit and are committed to develop to their full potential.

FIXED DEPOSITS

There was no unclaimed deposit as on 31st March, 2010.

RESEARCH & DEVELOPMENT

Your Management recognizes that Research & Development plays a critical role in supporting current operations as well as creating future growth. Company uses the findings of Tea Research Association for maximizing yield and improving quality.

AUDITORS REPORT

The Report of the Statutory Auditors pertaining to the Financial Accounts in respect of the year ended 31st March, 2010 read with Notes on Accounts are self explanatory and therefore, do not require any further clarification.

DIRECTORS

By virtue of Section 255 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. S.K. Mitra and Mr. G.P. Barua retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Mr. Amit Chowdhuri and Mrs. Sharmila Shetty were introduced in the directorate as Additional Directors on 3rd May 2010 and they will be retiring in the ensuing Annual General Meeting. Company has received proposal under section 257 of the Companies Act 1956 to appoint Mrs. Shetty and Mr. Chowdhuri as Directors of the Company.

On 29th May 2010 Board of Directors appointed Mr. Somnath Chatterjee as Managing Director and Mrs. Sharmila Shetty as Whole Time Director of the Company.

A brief resume, expertise, shareholding in your Company and details of other directorship of these directors to be appointed/ reappointed, are given in the Corporate Governance Report. Suitable resolutions for the approval of shareholders are incorporated in the notice convening the Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion & Analysis has been attached and forms part of the Annual Report.

CORPORATE GOVERNANCE

The Report on Corporate Governance along with the Certificate from the Statutory Auditors certifying the compliance of Corporate Governance enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

DIRECTORS REPONSIBILITY SATATEMENT

Your Directors confirm that:

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

ii) They have selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March 2010 and of the profit of your Company for the financial year ended 31st March 2010;

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv) They have prepared the accounts on a Ãgoing concern basis.

AUDITORS

M/s. P.K. Nandy & Associates, Chartered Accountants, Kolkata will retire at the conclusion of the forthcoming Annual General Meeting as Auditors of the Company and being eligible offer themselves for reappointment.

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

The reports on conservation of energy, technology absorption and foreign exchange earning and outgo as required under section 217 (1)(e) of the Companies Act, 1956 are enclosed as Annexure-A and forms part of the Directors Report.

EMPLOYEE RELATIONS

Employee relations have remained harmonious at all levels. Your Directors place on record the co- operation extended by the employees in maintaining congenial employee relations.

PARTICULARS OF EMPLOYEES

None of the employees employed throughout the year or part of the year was in receipt of remuneration the aggregate of which exceeds the limit as prescribed under 217 (2A) of the Companies Act, 1956 for disclosure in the report of Board of Directors.

ACKNOWLEDGEMENT

Your Directors take on record their sincere appreciation to the contribution made by the employees through their hard work, dedication, competence, support and co-operation towards the success of your Company. Last but not the least, your Directors are also thankful for consistent co- operation and assistance received from the investors, regulatory and government authorities.

For and on behalf of the Board of Directors

H.P.Barooah Chairman

Place : Kolkata Dated : The 29th May 2010

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