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Directors Report of Bengal Tea and Fabrics Ltd.

Mar 31, 2018

Dear Members,

The Directors of the Company present their 35th Annual Report and Company''s Audited Accounts for the year ended 31st March, 2018.

FINANCIAL SUMMARY/HIGHLIGHTS

The financial results for the year ended 31st March, 2018and the corresponding figures for the last year are as under:

(Amount in Rs. Lakhs)

	201	7-2018	2016	-2017
Profit before Interest, Depreciation and Tax		1301.99		1767.40
Less: Finance Cost	279.75		243.11
Depreciation &Amortization Expense	589.10	868.85	581.44	824.55
Profit/(Loss) after Interest & Depreciation		433.14		942.85
Less: Tax Expense for Current Year
(Net of MAT Credit Entitlement)	8.25		-
Income Tax for Earlier Years	(5.23)		20.43
Deferred Tax Provision/(Written Back)	(159.72)	(156.70)	(54.32)	(33.89)
Profit/(Loss) from Continuing operations		589.84		976.74
(Loss)/Profit from Discontinued operations	(1163.90)		(1617.01)
Less: Deferred Tax	(72.53)	(1091.37)	(59.49)	(1557.52)
Other Comprehensive Income for the year, net of tax		41.16		(37.57)
Total Comprehensive Income for the year		(460.37)		(618.35)

RESERVES & SURPLUS

The Balance in Reserves & Surplus stands at Rs.8784.35 Lakhs (Previous year Rs. 9244.72 Lakhs).The Company has transferred Rs. Nil to General Reserve.

DIVIDEND

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the financial year ended 31st March, 2018.

First year of implementation of Indian Accounting Standards

As mandated, the financial statements for the year ended on 31st March, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The financial statements for the year ended on31st March, 2017 have been restated in accordance with Ind AS for comparative information.

OPERATIONS

Tea Division

During the year under review, your Company achieved a production of 21.88 lakh kgs of BlackTea as compared to 21.92 lakh kgs in the previous year. The performance of the Tea Division was better on account of improved demand for quality teas resulting in improved sales realization.

The average sale price for CTC tea in auction centre was marginally higher as compared to previous year. However due to focus on better quality teas, your estate has been able to realize significantly higher sales average of Rs. 20/- per kg .There has been an all round increase in wages, power and fuel and other input costs.

The new tea season has started off with good rainfall, however due to lower temperature growth has remained in check and our production in turn is similar as last year. There will be a big impact on account of increase in wages and other input costs which we hope to more than offset by better prices for quality teas.

TEXTILEDIVISION

PERFORMANCE AND REVIEW OF OPERATION

During the year under review, the Division has incurred loss before tax of Rs. 1356 lakhs against Rs. 1311 lakhs in the previous year. The Division has achieved turnover of Rs. 9128 lakhs against Rs.16179 lakhs in the previous year. The figures are not strictly comparable as the division had closed its spinning section during the year. The continued sluggish demand due to implementation of GST, higher power cost and retrenchment compensation have adversely affected the bottom line of the Division.

The division has closed its Spinning section comprising of 23,952 spindles and related equipment on account of negative contribution. The division has realized Rs. 20.40 crores from sale of machineries and expects to realize about Rs. 3.25 crores from remaining machineries. The division has utilized the sale proceeds for repayment of Term Loans worth Rs. 16.40 crores and by paying retrenchment compensation to 366 employees to the tune of Rs. 6.89 crores. The division has also released 32 staffs and officers of its spinning section.

Management thrust on greater efficiency, capacity utilization, value addition and product mix in processed fabric, declining interest cost and other cost control measures initiated by the management will boost the profitability of the division in the near future.

MODERNISATION AND PROSPECTS

With implementation of GST Act during the year it is expected that the Indian economy will grow at a faster pace and will have positive impact on country''s GDP. The Indian economy is expected to keep growing by about 7-8% for next few years. Forecast of normal monsoon and good crop is expected to increase the rural demand of textile products. In view of this and various steps taken by the management, the Textile Division is expecting better performance in the coming years.

RECENT DEVELOPMENTS & FUTURE PLANS

Company property at Dholka, Gujarat

The land development work and provision of basic amenities is in progress. In all 20 plots would be available for sale and would be floated in the market.

The Company became a Subsidiary of Rydak Enterprises & Investments Limited

Rydak Enterprises & Investment Limited, (CIN: U15491WB1983PLC036235), Samrat Industrial Resources Limited (CIN: U51109WB1984PLC060627) and Eskay Udyog Limited (CIN:U51109WB1983PLC036039), Promoter group companies got amalgamated into Rydak Enterprises & Investment Limited as per the Scheme of Amalgamation duly sanctioned by the NCLT resulting in current holding of 5060870 equity shares which is 56.19% of the total Share Capital of the Company. As a result, the Company has become a subsidiary of Rydak Enterprises & Investment Limited.

MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT

There have been no other material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015 is set out in the annexure forming part of the Annual Report marked as Annexure-"A".

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in accordance with the SEBI (LODR) Regulations, 2015 approved by the Board together with a Certificate from Mr. H.M. Choraria, (CP No. 1499, Membership No. FCS 2398) of M/s H..M. Choraria & Co. Practising Company Secretaries of 14/2, Old China Bazar Street, 4th Floor, Room No. 401, Kolkata 700001, regarding compliance with the conditions of Corporate Governance are set out in the annexure forming part of the Annual Report marked as Annexure-"B"

Your Company has taken adequate steps for strict compliance with Corporate Governance guidelines, as amended from time to time.

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return in Form No. MGT-9 is attached pursuant to Section 134(3) of the Companies Act, 2013 as Annexure-"C"

BOARD MEETINGS

During the year under review 6 meetings of the Board of Directors were held on 26th April, 2017,12th May, 2017, 29th July, 2017,14th September,2017,2nd December,2017and 10th February,2018.

Apart from meeting of the Board of Directors different committees met several times during financial year ended 31st March, 2018.

DIRECTORS''RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THECOMPANIES ACT, 2013

The Directors hereby confirm that -

a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

e) they had laid down internal financial controls relating to financial matters to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meeting respectively, have been duly followed by the Company.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors namely, Mr. Golam Momen (DIN: 00402662), Mr. Dhirendra Kumar (DIN: 00153773), Mr. Abhijit Datta (DIN: 00790029) Mr. Navin Nayar (DIN: 00136057) and Mr. Ashutosh Bhagat (DIN: 00059842) have given declaration confirming that they comply with the requirements of Section 149(6) of the Companies Act, 2013.

DIRECTORS

Mr. Kailash Prasad Khandelwal (DIN: 00914834) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself, for re-appointment in compliance with the provisions of the Companies Act, 2013.

Mr. Golam Momen (DIN: 00402662), Mr. Dhirendra Kumar (DIN: 00153773), Mr. Abhijit Datta (DIN: 00790029) Independent Directors of the Company, are being re-appointed as Independent Directors for a further period of five consecutive years as per the provisions of Section 149 and other applicable provisions of Companies Act, 2013. The Board recommends their re-appointment as Independent Directors. Brief resume of the Directors, nature of their expertise in specific functional areas and details of their directorship and membership/ chairmanship of Board/ Committees, as stipulated under SEBI (LODR) Regulations, 2015 has been provided in the Explanatory Statement and Annexure to the Notice of the 35th AGM of the Company.

KEY MANAGERIAL PERSONNELS

The following persons are the Key Managerial Personnelâs (KMP) of the Company in compliance with the provisions of the Companies Act, 2013:

a) Mr. Adarsh Kanoria, (DIN: 00027290), Managing Director

b) Mr. Kailash Prasad Khandelwal,(DIN:00914834), Whole-time Director

c) Mr. Atul Doshi, Chief Financial Officer

d) Mrs. Sunita Shah, Company Secretary

Remuneration and other details of the KMP''s for the year ended 31st March, 2018 are mentioned in the Extracts of the Annual Return attached as Annexure ''C'' and forms a part of this Report of the Directors.

NOMINATION & REMUNERATION POLICY

Pursuant to Section 178(3) of the Companies Act, 2013, Nomination and Remuneration Committee formulated the criteria for determining qualification, positive attributes and independence of a director. The Committee has also recommended to the Board a policy relating to the remuneration for directors, key managerial personnel and other employees.

The details of the Nomination and Remuneration Policy is available at the website of the company www.bengaltea.com .The weblink for the same is http://bengaltea.com/wp-content/uploads/2017/08/Nomination-Remuneration-Policy_6.02.2016-min.pdf.

BOARD EVALUATION

Accordingly, a meeting of Independent Directors was held on 10th February, 2018 wherein the performance of the non-independent directors, including the Chairman was evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

PUBLICDEPOSITS

During the year 2017-18, your Company did not accept/renew any deposits and as such, no amount of principal or interest was outstanding as on 31st March, 2018.

AUDITORS AND AUDITORS'' REPORT

M/s Singhi & Co., (Firm Regn. No. 302049E) Chartered Accountants, were appointed as Statutory Auditors of the Company, to hold office fora period of5years from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company.

The Company has received letter from the Auditors to the effect that their appointment, is within the prescribed limits under the Companies Act, 2013and that they are not disqualified.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. There is no qualification, adverse remarks or disclaimer made by the Statutory Auditors.

SECRETARIAL AUDIT REPORT

A report made by Mr. H.M. Choraria, (CP No. 1499, Membership No. FCS 2398) of M/s H. M. Choraria & Co., Practising Company Secretaries of14/2,Old China Bazar Street,4th Floor, Room No. 401, Kolkata 700 001,pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure- "D" The report is free of any qualification, adverse remarks or disclaimer.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or provided any guarantees under Section 186(1)of the Companies Act, 2013. However, the details of Investments under Section 186(1) of the Companies Act, 2013 have been provided at Note No. 12 of the Financial Statements for the year ended 31st March, 2018.

PARTICULARS OF RELATED PARTY TRANSACTIONS

During the year there were no material related party transaction with promoters, the directors or the management, their subsidiaries or relatives etc. that may have a potential conflict with the interests of the Company. The Company has formulated a policy on Related Party Transactions. The link of the policy is : http://bengaltea.com/wp-content/uploads/2017/07/ BTFL_RELATED-PARTY-TRANSACTION-POLICY_8.11.2014.pdf.

All related party transactions entered during the Financial Year were in ordinary course of the business and on arm''s length basis which have been provided in the Notes to the Accounts. No material related party transactions were entered during the Financial Year 2017-18 by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company.

COST AUDIT

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 the Company is required to appoint Cost Auditors to audit the cost records of the applicable products of the Company relating to the Tea and Textile Division.

PARTICULARSOFCOST AUDITORS APPOINTED FORTHEFINANCIAL YEAR 2017-18

The Company has appointed the following Cost Auditors for Tea &Textile Division for the year ended 31st March, 2018:

Details of Cost Auditor		Unit Audited
Name	N.D. Birla&Co.	Textile Division-
Address	A-3, Nirant Apartment, Opposite Town Hall	Bengal Tea & Fabrics Ltd.
Registration No.	Near Karnavati Hospital, Ellisbridge, Ahmedabad, Gujarat- 380006	Asarwa Mills - Ahmedabad
allotted by ICWAI	000028
Name :	D. Radhakrishnan &Co.	Tea Division-
Address	11ADoverLane, Flat B1/34	Bengal Tea & Fabrics Ltd.
Registration No.	Kolkata- 700029	Ananda Tea Estate - Assam
allotted by ICWAI	000018

PARTICULARS OF EMPLOYEES

The Company had no employee who were in receipt of more than Rs. 1.02 Crores per annum during the year ended 31st March, 2018 or of more than Rs. 8.50 Lakhs per month during any part thereof. However the information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1), 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed as Annexure-"E".

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014, is set out in the annexure forming part of the Annual Report marked as Annexure-"F".

RISK MANAGEMENT POLICY

As per requirement of Section 134(3)(n) of the Companies Act, 2013 the Board of Directors in its meeting held on 10th May, 2014 has approved the Risk Management Policy. As of now the Directors do not envisage any element of risk which may threaten the existence of the Company.

INTERNAL CONTROL SYSTEMS

Your Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against losses and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board and suitable steps have been taken to strengthen the controls.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The average net profit for last three financial years to current F.Y. 2017-18was negative. Accordingly, the CSR expenditure for the current Financial Year was NIL. However, balance amount of CSR expenditure which remained unspent as on 31.03.2017 was spent in the current Financial Year with an additional amount of Rs. 1.35 lakhs due to project cost escalation.

TRANSFER OF UNPAID DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013, the declared dividends which remain unpaid or unclaimed for a period of seven years have been duly transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125 of the said Act.

Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 29th July, 2017 (date of last Annual General Meeting) on the Company''s website (www.bengaltea.com) and also on the Ministry of Corporate Affairs'' website. The dividend for the undernoted years, if unclaimed for seven years, will be transferred by the Company to IEPF:

Financial Year	Date of Declaration of Dividend	Unclaimed Dividend ason31.03.2018
2010-11	06.08.2011	419430.00
2011-12	NIL	NIL
2012-13	03.08.2013	320380.00
2013-14	09.08.2014	630346.00
2014-15	08.08.2015	174598.00
2015-16	01.08.2016	189158.50
2016-17	NIL	NIL

Pursuant to the provision of Section 124 (6) read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the "IEPF Rules") as amended, all shares in respect of which dividend has/have remained unpaid or unclaimed for consecutive seven years the corresponding shares shall also be transferred in the name of Demat Account of IEPF Authority.

161550 equity shares against 2775 folios corresponding to the dividend for the year ended on 31st March, 2009 which remained unclaimed for seven consecutive years have been transferred to Demat Account no. 1204720013676780 of IEPF Authority maintained with SBI CAP Securities Limited through Central Depository Services (India) Limited under IEPF RULES, 2017 after giving individual notice to concerned shareholders and advertisement in Newspapers. The Company has uploaded the details ofall shares transferred to Demat account of IEPF Authority as on 31st October, 2017 on the Company''s website www.bengaltea.com and also on the Ministry of Corporate Affairs'' website: www.mca.gov.in.

Again, please note that those shareholders whose dividend for the financial year 2010-11 (Final) has remained unpaid / unclaimed and therefore the corresponding shares of the face value of Rs 10/- each, are due to be transferred to Demat Account of IEPF Authority on 6th August, 2018. All such shareholders are requested to make an application to the Company / Registrar & Share Transfer Agents latest by 20th July, 2018with a request for claiming the unpaid dividend so that the shares are not transferred to IEPF.

Adhering to the various requirements set out in the Rules, the Company has communicated individually to the concerned shareholders whose shares are liable to be transferred to Demat Account of IEPF Authority at their last recorded addresses with the Company for taking appropriate action. The full details of such shareholders having unencashed dividends and shares due for transfer has been given on the website of the Company www.bengaltea.com.

NAME OF COMPANIES WHICH HAVE CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

None

DISCLOSURE UNDERTHE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Internal Complaints Committee for the Registered Office, Tea Division and Textile Division. The following is the summary of Sexual Harassment complaints received and disposed off during the year 2017-18:

No. of Complaints received : NIL

No. of Complaints Disposed off: NIL

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the assistance and co-operation extended by Banks, its employees, its investors and all other associates and look forward to continue fruitful association with all business partners of the Company.

For and on behalf of the Board

Bengal Tea & Fabrics Ltd.

Sd/- Sd/-

ADARSH KANORIA KAILASH PRASAD KHANDELWAL

Place: Kolkata Managing Director Whole-time Director

Dated: 19th May,2018 DIN:00027290 DIN:00914834

Mar 31, 2017

Dear Members,

The Directors of the Company present their 34th Annual Report and Company''s Audited Accounts for the year ended 31st March, 2017.

FINANCIAL SUMMARY/HIGHLIGHTS

The financial results for the year ended 31st March, 2017 and the corresponding figures for the last year are as under:

(Amount in Rs. Lakhs)

	2016-2017	2015-2016
Profit before Interest, Depreciation and Tax	987	2083
Less: Finance Cost	548	617
Depreciation .Amortization Expense	1195 1743	1228 1845
(Loss) / Profit after Interest & Depreciation	(756)	238
Less : Tax Expense for Current Year (Net of MAT Credit Entitlement)	-	81
Income Tax for earlier years	(20)	6
Deferred Tax Provision/(Written Back)	(283) (263)	1 5 ₆) ₍3
(Loss) / Profit after Tax	(493)	187
Add : Balance Brought Forward from Last Account	2345	2312
Less : Transferred to General Reserve	-	100
Less : Proposed Dividend &Tax thereon	-	54
Credit balance carried to Balance Sheet	1852	2345

RESERVES & SURPLUS

The Balance in Reserves & Surplus stands at Rs. 9419 Lakhs (Previous year Rs. 9921 Lakhs). The Company has transferred Rs. Nil to General Reserve.

DIVIDEND

In view of the losses incurred by the Company, your Directors have not recommended any dividend for the financial year ended 31st March, 2017.

OPERATIONS TEA DIVISION

During the year under review, your Company achieved a production of 21.92 lakh kgs of Black Tea as compared to 22.17 lakh kgs in the previous year. The production of own green tea leaves was lower by 6.71%, the Company procured more outsourced leaves than last year by 6.06%.

The performance of the Tea Division was adversely affected by both lower output and sales realization due to restricted demand for quality teas.

The average sale price for CTC tea in auction centre''s was lower as compared to previous year and accordingly the average realization of your tea estate was also lower by about Rs. 20/- per kg. There has been an all round increase in wages, power and fuel and other input costs.

The current season has seen a mixed weather condition as a result of which the crop intake is similar to that of last year. Further, there has been increase in Wage and salary cost following industry vide agreement with unions.

Good quality CTC tea being in short supply is likely to attract premium and considering the above scenario, the performance of tea division is expected to be satisfactory. However, overall tea market is expected to remain range bound, due to expected good crop in India

TEXTILE DIVISION

PERFORMANCE AND REVIEW OF OPERATION:

During the year under review, the Division has incurred loss before tax of Rs. 1311 lakhs against Rs. 893 lakhs in the previous year. The Division has achieved turnover of Rs.16179 lakhs against Rs.16802 lakhs in the previous year. The continued sluggish demand, increase in cotton prices and increase in power cost have mainly adversely affected the bottom line of the Division. The Division could hardly pass on about half of the impact of increase in cotton prices to the market.

The division could not pass on increase in various costs as the demand was tepid. Further the newly set up units under Gujarat Textile Policy, 2012 enjoy various subsidies and therefore are more competitive.

With a view to improve profitability of the Division, the management is taking all efforts to increase production of value added items like processed fabric which have better margins The Division has decided to curtail yarn production wherein margins were negative.

In order to capture loss in profitability, the division implemented the following steps:

a. the Division has closed 6336 spindles w.e.f. 01.10.2016.

b. during the current year also, the Division has closed 9600 spindles w.e.f. 01.05.2017.

The above steps coupled with reduction in fixed costs like interest and depreciation is expected to improve the profitability of the division in the near future.

MODERNISATIONAND PROSPECTS

In line with the policy of producing value added goods, the Textile Division, during the year under review has installed one(1) 400 kgs/hour jet Dyeing Machine in Fabric Process Department re-placing old model of200 Kgs/hour jet Dyeing Machine. This would increase the productivity and quality of dyed fabrics.

The introduction of GST Act during the year is expected to boost the overall Indian economy and to have positive impact on country''s GDP. The Indian economy is expected to keep growing by about 7-8% for next few years. Good rain and good crop in consecutive second year is expected to increase the demand of textile products. The world economy is also on revival path. In view of this and of various steps taken by the management ,the Textile Division is expected to give better performance in coming years. RECENT DEVELOPMENTS & FUTURE PLANS Tea Division

The Company is contemplating to introduce packet tea for domestic market.

MATERIAL CHANGES OCCURRED BETWEEN THEEND OF THE FINANCIAL YEAR UNDER REVIEW ANDTHE DATE OF THE REPORT

During the current year, the Textile Division of the Company located at Asarwa Mills, Ahmedabad has closed 9600 spindles along with back process and winding in spinning section w.e.f. 1st May, 2017. The said reduction in capacity would result in reduction in the top line of the Company by about Rs. 30 Crores on an annualized basis. The sale proceeds of the machineries to be scrapped would be utilized for payment of retrenchment compensation to workers and balance for augmentation of working capital and repayment of term loans of the Textile Division of the Company. Due to this step, 74 permanent workers of the Textile Division will be retrenched.

Apart from this, there have been no other material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015 with the Stock Exchange, is set out in the annexure forming part of the Annual Report marked as Annexure - âA".

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in accordance with the SEBI (LODR) Regulations, 2015 with the Stock Exchange, approved by the Board together with a Certificate from Statutory Auditors M/s Jain & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance are set out in the annexure forming part of the Annual Report marked as Annexure - âB".

Your Company has taken adequate steps for strict compliance with Corporate Governance guidelines, as amended from time to time.

EXTRACTOF THE ANNUAL RETURN

Extract of the Annual Return in Form No. MGT-9 is attached pursuant to Section 134(3) of the Companies Act, 2013 as Annexure - âCâ.

BOARD MEETINGS

During the year under review 4 meetings of the Board of Directors were held on 20th May, 2016,1st August, 2016, 5th November, 2016 and 4th February, 2017.

Apart from meeting of the Board of Directors different committees met several times during financial year ended 31st March, 2017. DIRECTORSâ RESPONSIBILITY STATEMENT PURSUANTTO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

The Directors hereby confirm that -

a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2017, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

DIRECTORS

Mr. Samveg A Lalbhai (DIN: 00 0 09278) retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself, for re-appointment in compliance with the provisions of the Companies Act, 2013.

Brief resume of the Director, nature of his expertise in specific functional areas and details of his directorship and membership/chairmanship of Board/ Committees, as stipulated under SEBI (LODR) Regulations, 2015 has been provided in the Annexure to the Notice of the 34th AGM of the Company.

KEY MANAGERIAL PERSONNELS

The following persons are the Key Managerial Personnelâs (KMP) of the Company in compliance with the provisions of the Companies Act, 2013:

a) Mr. Adarsh Kanoria, (DIN: 00027290), Managing Director

b) Mr. Kailash Prasad Khandelwal, (DIN: 00914834), Whole time Director

c) Mr. Atul Doshi, Chief Financial Officer

d) Mrs. Sunita Shah, Company Secretary

Remuneration and other details of the KMP''s for the year ended 31st March, 2017 are mentioned in the Extracts of the Annual Return attached as Annexure âCâ and forms part of this Report of the Directors.

NOMINATION & REMUNERATION POLICY

The details of the Nomination and Remuneration Policy is given in the Corporate Governance Report.

BOARD EVALUATION

The Companies Act, 2013 states that formal evaluation needs to be done by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. SEBI (LODR) Regulations, 2015 vide Regulation 25(3) requires a meeting of Independent Directors to evaluate the performance of the Non Independent Directors. Accordingly, a meeting of Independent Directors was held on 4th February, 2017 wherein the performance of the non-independent directors, including the Chairman was evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

PUBLIC DEPOSITS

During the year 2016 - 2017, your Company did not accept/renew any deposits and as such, no amount of principal or interest was outstanding as on 31st March, 2017.

AUDITORS AND AUDITORSâ REPORT

The Directors have proposed to appoint M/s Singhi & Co. in terms of the first proviso to Section 139(1) of the Companies Act, 2013 as the Statutory Auditors of the Company in place of the retiring Statutory Auditors at their meeting held on 12th May, 2017 for a period of 5 years from the conclusion of the 34th AGM to the conclusion of the 39th AGM of the Company subject to the approval of the Shareholders at the 34th AGM of the Company. The matter relating to appointment of M/s Singhi & Co., as the Statutory Auditors of the Company has been placed for approval by members.

The Company has received letter from the Auditors to the effect that their appointment, is within the prescribed limits under the Companies Act, 2013 and that they are not disqualified. The Board recommends their appointment.

SECRETARIALAUDIT REPORT

A report made by Mr. H.M. Choraria, (CP No. 1499, Membership No. FCS 2398) of M/s H..M. Choraria & Co. Practising Company Secretaries of 14/2, Old China Bazar Street, 4th Floor, Room No. 401, Kolkata 700 001, pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - âDâ. The report is free of any qualification, adverse remarks or disclaimer.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or provided any guarantees under Section 186(1) of the Companies Act, 2013. However, the details of Investments under Section 186(1) of the Companies Act, 2013 have been provided at Note No. 15 of the Financial Statements for the year ended 31st March, 2017.

PARTICULARS OF RELATED PARTYTRANSACTIONS

During the year there were no material related party transaction with promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company. The Company has formulated a policy on Related Party Transactions. The link of the policy is http://bengaltea.eom/pdf/SrFL_RELATED%20PARTY%20TRAN5ACTI0N%20P0LICY_8.ll.2014.pdf

All related party transactions entered during the Financial Year were in ordinary course of the business and on arm''s length basis which have been provided in the Notes to the Accounts. No material related party transactions were entered during the Financial Year 2016-17 by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company.

COSTAUDIT

PARTICULARSOFCOSTAUDITORS APPOINTED FOR THE FINANCIALYEAR 2016-17

The Company has appointed the following Cost Auditors for Tea & Textile Division for the year ended 31st March, 2017:

Details of Cost Auditor	Unit Audited
Name: N.D. Birla & Co. Address: A-3, Nirant Apartment, Opposite Town Hall, Near Karnavati Hospital, Ellisbridge, Ahmedabad, Gujarat- 380006 Registration No. allotted by ICWAI: 000028	Textile Division Bengal Tea & Fabrics Ltd. Asarwa Mills - Ahmedabad
Name: D. Radhakrishnan & Co. Address: 11A, Dover Lane, Flat Bl/34, Kolkata- 700029 Registration No. allotted by ICwAl: 000018	Tea Division Bengal Tea & Fabrics Ltd. Ananda Tea Estate - Assam

PARTICULARS OF EMPLOYEES

The Company had no employees who were in receipt of more than Rs. 60 lakhs per annum during the year ended 31st March, 2017 or of more than Rs. 5 Lakhs per month during any part thereof, so no information under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given. However the information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed as Annexure - âE".

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

RISK MANAGEMENT POLICY

INTERNAL CONTROL SYSTEMS

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013, the Company has formed a CSR Committee and formulated a CSR Policy. The details of the same together with the CSR expenditure have been annexed in the prescribed format as Annexure - âG". TRANSFER OF UNPAID DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND Pursuant to the provisions of Section 124 of the Companies Act, 2013, the declared dividends which remain unpaid or unclaimed for a period of seven years have been duly transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125 of the said Act.

The Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 1st August, 2016 (date of last Annual General Meeting) on the Company''s website (www.bengaltea.com) and also on the Ministry of Corporate Affairs'' website. The dividend for the undernoted years, if unclaimed for seven years, will be transferred by the Company to IEPF:

Financial Year	Date of Declaration of Dividend	Unclaimed Dividend as on 31.03.2017
2009-10	31.07.2010	417439.50
2010-11	06.08.2011	425319.00
2011-12	NIL	NIL
2012-13	03.08.2013	323381.00
2013-14	09.08.2014	636848.00
2014-15	08.08.2015	176373.50
2015-16	01.08.2016	191034.00

Pursuant to the provision of Section 124 (6) read with Rule 6 of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the âIEPF Rulesâ) as amended, provides that all shares in respect of which dividend has/have remained unpaid or unclaimed for consecutive seven years the corresponding shares shall also be transferred in the name of Demat Account of IEPF Authority.

Please note that those share holders whose dividend for the financial year 2009-10 (Final) onwards has remained unpaid /unclaimed and therefore the corresponding shares of the face value of Rs. 10/- each, will also be due to be transferred to Demat Account of IEPF Authority on 31st July, 2017.

Adhering to the various requirements set out in the Rules, the company has communicated individually to the concerned shareholders whose shares are liable to be transferred to Demat Account of IEPF Authority at their last recorded addresses with the Company for taking appropriate action. The full details of such shareholders having unencashed dividends and shares due for transfer has been given on thewebsite of the Companywww.bengaltea.com.

NAME OF COMPANIES WHICH HAVE CEASED TO BE ITS SUBSIDIARIES.JOINT VENTURES ORASSOCIATE COMPANIES DURING THEYEAR

None

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

No. of Complaints received : NIL No. of Complaints Disposed off : NIL ACKNOWLEDGEMENT

For and on behalf of the Board

Bengal Tea & Fabrics Ltd.

ADARSH KANORIA KAILASH PRASAD KHANDELWAL

Place: Kolkata Managing Director Whole-time Director

Dated: 12th May, 2017 DIN:00 027290 DIN:00914834

Mar 31, 2016

Dear Members,

The Directors of the Company present their 33rd Annual Report and Company''s Audited Accounts for the year ended 31st March, 2016.

FINANCIAL SUMMARY/HIGHLIGHTS

The financial results for the year ended 31st March, 2016 and the corresponding figures for the last year are as under:

(Amount in Rs. Lacs)

	2015-2016		2014-2015
Profit before Interest, Depreciation and Tax		2083		2015
Less: Finance Cost	617		754
Depreciation &Amortization Expense	1228	1845	1018	1772
Profit after Interest & Depreciation		238		243
Less : Tax Expense for Current Year (Net of MAT Credit Entitlement)	81		49
Income Tax for earlier years	6		4
Deferred Tax Provision/(Written Back)	(36)	51	(4)	49
Profit after Tax		187		194
Add : Balance Brought Forward from Last Account		2312		2216
Less : Adjustment in Retained Earnings due to
Depreciation as per New Companies Act, 2013		-		44
Less : Transferred to General Reserve		100		-
Less : Proposed Dividend & Tax thereon		54		54
Credit balance carried to Balance Sheet		2345		2312

RESERVES & SURPLUS

The Balance in Reserves & Surplus stands at Rs. 9921 Lacs (Previous year Rs. 13,335 Lacs). The Company has transferred Rs. 100 Lacs to General Reserve.

DIVIDEND

Your Directors are pleased to recommend a payment of Dividend off 0.50 per Equity Share on face value of Rs. 10/- each (Previous year f 0.50 per Equity Share) for the year ended 31st March, 2016 amounting to Rs. 54 lacs (inclusive of tax of Rs. 9 lacs) subject to the approval of members at the ensuing Annual General Meeting.

OPERATIONS TEA DIVISION

During the year under review, your Company achieved a production of 22.17 lac kgs of Black Tea as compared to 20.59 lac kgs in the previous year. The production of own green tea leaves was higher by 9.96%, the Company procured more outsourced leaves than last year by 2.40%.

The performance of the Tea Division in the current year is far better than expected due to increase in production and higher realization from sale of tea.

The average sale price for CTC tea in auction centres was higher as compared to previous year and accordingly the average realization of your tea estate was also higher by about Rs 15/- per kg due to production of quality tea which was in good demand in the market and fetched attractive prices. There has been an all round increase in wages, power and fuel and other input costs.

The current season has seen a mixed weather condition as a result of which the crop intake is similar to that of last year. However of late there has been improvement in weather condition which has started resulting in good crop. Further, there has been increase in wage and salary cost following industry vide agreement with unions.

Tea market is expected to remain subdued due to good crop in India and globally. Good quality CTC tea being in short supply will continue to attract premium and considering the above scenario, the performance of tea division is expected to be satisfactory.

TEXTILE DIVISION

PERFORMANCE AND REVIEW OF OPERATION:

During the year under review, in spite of better production and other operational parameters, the Textile Division has incurred loss before tax of Rs. 893 lakhs against Rs. 680 lakhs in the previous year. The Division has achieved turnover of Rs. 16802 lakhs against Rs. 17320 lakhs in the previous year. Continued recession in textile industry has adversely affected both top and bottom lines of the Division. The demand from domestic market as well as from overseas market was very sluggish. Cotton yarn export from India (particularly to China) has registered a negative growth consecutively in second year. As a result, there was a pressure on selling prices and margins of cotton yarn. Cotton prices were more or less stable throughout the year and were lower than the previous year, but reduction in selling prices of cotton yarn was much higher than reduction in cotton prices.

With a view to improve the profitability of the Division, the Division has scrapped its loss making synthetic (polyester/cotton blended) yarn section comprising of7104 spindles with effect from 1.01.2016. The Division is concentrating on increasing production of fabric wherein margins are better. The Division is making all efforts to optimize various costs to improve profitability.

Fire broke out in the Cotton Godown of Textile Division on 07.11.2015 and 26.01.2016. The stocks were adequately insured. The Textile division had filed insurance claim of Rs. 73.52 lacs with the Insurance Company. Net loss due to fire is estimated to be Rs.10.60 lacs mainly because of deduction on account of ''Excess Clauseâ as per terms of policy.

MODERNISATION AND PROSPECTS

During the year under review, the Division has added one new comer and replaced an old lap former with a new high speed lap former in its spinning department. This would result in lower feed on combers leading to reduction in wastage, improvement in quality of yarn and consequently reduction of cost of production of yarn.

For the textile industry, the global focus is shifting from China to India due to cost and stability factors. The government''s positive steps are expected to help this shift. The consumption of the textile products in the domestic market is expected to increase in the years to come. The Indian economy is expected to grow by 7-8% in coming few years. The world economy is also on revival path. In view of this, the Textile Division is expected to give better performance in coming years. RECENT DEVELOPMENTS & FUTURE PLANS Company''s Property at Dholka, Gujarat

The land development work and provision of basic amenities is in progress and is expected to be completed by September 2016. In all, 20 plots would be available for sale and would be floated in the market shortly. Sale proceeds there from are expected in the next two financial years.

Company''s Land at Kolkata

The Company was exploring the possibility of developing its property at Kolkata. However the plan has been dropped due to regulatory issues. It cannot be commercially exploited because of the stipulations imposed by Ministry of Defense. Accordingly the Revaluation Reserve is being written back to reflect the Market value of land on "as is where is basis.â

MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in accordance with the SEBI (LODR) Regulations, 2015 with the Stock Exchange, approved by the Board together with a Certificate from Statutory Auditors M/s Jain & Co., Chartered Accountants, regarding compliance with the conditions of Corporate Governance are set out in the annexure forming part of the Annual Report marked as Annexure - "B".

Your Company has taken adequate steps for strict compliance with Corporate Governance guidelines, as amended from time to time.

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return in Form No. MGT-9 is attached pursuant to Section 134(3) of the Companies Act, 2013 as Annexure - "C".

BOARD MEETINGS

During the year under review 4 meetings of the Board of Directors were held on 8th May, 2015, 8th August, 2015, 7th November, 2015 and 6th February, 2016.

Apart from meeting of the Board of Directors different committees met several times during financial year ended 31st March, 2016.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

The Directors hereby confirm that -

a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors namely, Mr. Golam Momen (DIN: 00402662), Mr. Dhirendra Kumar (DIN: 00153773) and Mr. Abhijit Datta (DIN: 00790029) have given declarations confirming that they comply with the requirements of Section 149(6) of the Companies Act, 2013.

DIRECTORS

Mrs. Shubha Kanoria (DIN : 00036489) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself, for re-appointment in compliance with the provisions of the Companies Act, 2013.

Subject to the approval of the members in the general meeting, the Board of Directors on 20th May, 2016 have proposed to re-appoint Mr. Adarsh Kanoria (DIN : 00027290) as Managing Director and Mr. Kailash Prasad Khandelwal (DIN : 00914834) as the Whole-time Director of the Company w.e.f. 1st January, 2017 for a period of 3 years on such terms as set out in the Notice dated 20th May, 2016.

Mr. Ashutosh Bhagat (DIN : 00059842) and Mr. Navin Nayar (DIN : 00136057) Directors of the Company, are being proposed to be appointed as Independent Directors for five consecutive years as per the provisions of Section 149 and other applicable provisions of Companies Act, 2013. The Company has received requisite notices in writing from them proposing their appointment as Independent Directors. The Board recommends their appointment as Independent Directors.

Brief resume of the Directors , nature of their expertise in specific functional areas and details of their directorship and membership/chairmanship of Board/ Committees, as stipulated under SEBI (LODR) Regulations, 2015 has been provided in the Annexure to the Notice of the 33rd AGM of the Company.

KEY MANAGERIAL PERSONNELS

The following persons are the Key Managerial Personnelâs (KMP) of the Company in compliance with the provisions of the Companies Act, 2013:

a) Mr. Adarsh Kanoria, (DIN: 00027290), Managing Director

b) Mr. Kailash Prasad Khandelwal, (DIN: 00914834), Whole time Director

c) Mr. Atul Doshi, Chief Financial Officer

d) Mrs. Sunita Shah, Company Secretary

Remuneration and other details of the KMP''s for the year ended 31st March, 2016 are mentioned in the Extracts of the Annual Return attached as Annexure ''C'' and forms part of this Report of the Directors.

NOMINATION & REMUNERATION POLICY

The details of the Nomination and Remuneration Policy is given in the Corporate Governance Report.

BOARD EVALUATION

Accordingly, a meeting of Independent Directors was held on 6th February, 2016 wherein the performance of the no independent directors, including the Chairman was evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

PUBLIC DEPOSITS

During the year 2015 - 2016, your Company did not accept/renew any deposits and as such, no amount of principal or interest was outstanding as on 31st March, 2016.

AUDITORS AND AUDITORS'' REPORT

M/s. Jain & Co., (Firm Regn. No. 302023E) Chartered Accountants, were appointed as Statutory Auditors of the Company, to hold office for a period of 3 years from the conclusion of the 31st Annual General Meeting till the conclusion of the 34th Annual General Meeting of the Company. In terms of the first proviso to Section 139(1) of the Companies Act, 2013 the matter relating to appointment of M/s. Jain & Co., Statutory Auditors of the Company has been placed for ratification by members.

The Company has received letter from the Auditors to the effect that their re-appointment, is within the prescribed limits under the Companies Act, 2013 and that they are not disqualified. The Board recommends the ratification of their appointment.

SECRETARIAL AUDIT REPORT

A report made by Mr. H.M. Choraria, (CP No. 1499, Membership No. FCS 2398) of M/s H. M. Choraria & Co. Practising Company Secretaries of 14/2, Old China Bazar Street, 4th Floor, Room No. 401, Kolkata 700 001, pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure - "D". The report is free of any qualification, adverse remarks or disclaimer.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or provided any guarantees under Section 186(1) of the Companies Act, 2013. However, the details of Investments under Section 186(1) of the Companies Act, 2013 have been provided at Note No. 15 of the Financial Statements for the year ended 31st March, 2016.

PARTICULARS OF RELATED PARTY TRANSACTIONS

During the year there was no material related party transaction with promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company. The Company has formulated a policy on Related Party Transactions. The link of the policy is http://bengaltea.com/pdf/BTFL_RELATED PARTY TRANSACTION POLICY_8.11.2014.pdf

All related party transactions entered during the financial year were in ordinary course of the business and on arm''s length basis which have been disclosed in the Notes to the Accounts. No material related party transactions were entered during the Financial Year 2015-16 by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC 2 is not applicable to your Company.

COST AUDIT

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014 the Company is required to appoint a Cost Auditor to audit the cost records of the applicable products of the Company relating to the Tea and Textile Division.

PARTICULARS OF COST AUDITORS APPOINTED FOR THE FINANCIAL YEAR 2015-16

The Company has appointed the following Cost Auditors for Tea &Textile Division for the year ended 31st March, 2016:

Details of Cost Auditor

Unit Audited

Name: N.D. Birla & Co.

Address: A-3, Nirant Society, Opposite Town Hall, Near Karnavati Hospital, Ellisbridge, Ahmedabad Gujarat- 380006 Registration No. allotted by ICWAI: 000028

Textile Division Bengal Tea & Fabrics Ltd. Asarwa Mills - Ahmedabad

Name: D. Radhakrishnan & Co.

Address: 11A, Dover Lane, Flat B1/34, Kolkata- 700029 Registration No. allotted by ICWAI: 000018

Tea Division Bengal Tea & Fabrics Ltd. Ananda Tea Estate - Assam

PARTICULARS OF EMPLOYEES

The Company had no employee who is in receipt of more than Rs. 60 lacs per annum during the year ended 31st March, 2016 or of more than Rs. 5 Lacs per month during any part thereof, so no information under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given. However, the information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed as Annexure - "E".

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

RISK MANAGEMENT POLICY

INTERNAL CONTROL SYSTEMS

Your Company has an adequate system of internal control procedures which is commensurate with the size and nature of business. Detailed procedural manuals are in place to ensure that all the assets are safeguarded, protected against loss and all transactions are authorized, recorded and reported correctly. The internal control systems of the Company are monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board and suitable steps have been taken to strengthen the controls.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013, the Company vide its Board Meeting dated 21st June, 2014 has formed a CSR Committee and formulated a CSR Policy vide Board Meeting dated 9th August, 2014. The details of the same together with the CSR expenditure have been annexed in the prescribed format as Annexure - "G".

TRANSFER OF AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 8th August, 2015 (date of last Annual General Meeting) on the Company''s website (www.bengaltea.com) and also on the Ministry of Corporate Affairs'' website. The dividend for the undernoted years, if unclaimed for seven years, will be transferred by the Company to IEPF:

Financial Year	Date of Declaration of Dividend	Unclaimed Dividend as on 31.03.2016
2008-09	27.07.2009	150377.00
2009-10	31.07.2010	417889.50
2010-11	06.08.2011	425394.00
2011-12	NIL	NIL
2012-13	03.08.2013	323831.00
2013-14	09.08.2014	637848.00
2014-15	08.08.2015	176748.50

NAME OF COMPANIES WHICH HAVE CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

None

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

ACKNOWLEDGEMENT

For and on behalf of the Board

Bengal Tea & Fabrics Ltd.

ADARSH KANORIA KAILASH PRASAD KHANDELWAL

Place: Kolkata Managing Director Whole-time Director

Dated : 20th May, 2016 DIN : 00027290 DIN : 00914834

Mar 31, 2015

Dear Members,

The Directors of the Company present their 32nd Annual Report and Company's Audited Accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS

The financial results for the year ended 31st March, 2015 and the corresponding figures for the last year are as under:

(Amount in Rs Lacs) 2014-2015 2013-2014

Profit before Interest, Depreciation and Tax 2015 3848

Less: Finance Cost 754 781

Depreciation & Amortization Expense 1018 1772 1192 1973

Profit after Interest & Depreciation 243 1875

Less: Tax Expense for Current Year (Net of MAT Credit Entitlement) 53 102

Deferred Tax Provision/(Written Back) (4) 49 520 622

Profit after Tax 194 1253

Add: Balance Brought Forward from Last Account 2216 1274

Less : Adjustment in Retained Earnings due to Depreciation as per New Companies Act,2013 44 -

Less: Transferred to General Reserve - 100

Less: Proposed Dividend & Tax thereon 54 211

Credit balance carried to Balance Sheet 2312 2216

RESERVES & SURPLUS

The Balance in Reserves & Surplus stands at Rs.13335 Lacs (Previous year Rs.5757 Lacs). The Company has transferred Rs.NIL to General Reserve.

DIVIDEND

Your Directors are pleased to recommend a payment ofDividend of Rs.0.50 Per Equity Share of on face value of Rs.10/- each (Previous year Rs.2.00 per Equity Share) for the year ended 31st March, 2015 amounting to Rs.54 lacs (inclusive of tax of 19 lacs) subject to the approval of members at the ensuing Annual General Meeting.

OPERATIONS TEA DIVISION

During the year under review, your Company achieved a production of 20.59 lac kgs of Black Tea as compared to 21.97 lac kgs in the previous year. Although the production of own green tea leaves was lower by 14%, the Company was able to procure more outsourced leaves resulting in arresting the fall in total production to 6.30%.

The average sale price for CTC tea in auction centres was higher as compared to previous year and accordingly the average realisation of your tea estate was also higher by about Rs.6/- per kg due to production of quality tea which was in good demand in the market and fetched attractive prices. There has been an all round increase in wages, power and fuel and other input costs.

The current season has seen a mixed weather condition as a result of which the crop intake is similar to that of last year. However of late there has been improvement in weather condition which has started resulting in good crop. Further, following the Industry wide agreement with union effective from 1st January, 2015 there has been steep increase in wage cost.

Tea market is expected to remain subdued due to good crop in India and lower exports. Good quality CTC tea being in short supply will continue to attract premium and considering the above scenario, the performance of tea division is expected to be satisfactory.

TEXTILE DIVISION

PERFORMANCE AND REVIEW OF OPERATION:

During the year under review, the Textile Division has incurred loss before tax of ^ 680 lakhs against profit before tax of ^737 lakhs in the previous year. Global slowdown and recession, particularly, in the textile industry has adversely affected the performance of the Textile Division. In the year 2014-15, there was a bumper production of cotton globally and in India also. The cotton prices were lower than the previous year, but the benefit of fall in cotton prices had to be passed on to the customers. The Division has achieved a turnover of ^ 17320 Lacs against^ 20417 lacs in the previous year. The fall in demand and reduction in selling prices have contributed to decrease in the turnover.

MODERNISATION AND PROSPECTS

As a part of continual modernization program the Textile Division, during the year under review, has modernized its Spinning Department by installing 4800 spindles with auto doffing system by replacing the old spindles. Back Process machines like speed frames, draw frames, combers, cards etc and auto conner machine have also been installed in the spinning department by replacing old machines. The Division has also installed quality control equipment AFIS PR02 with latest technology which is used to test key parameters of processes of spinning process. This modernization would help the Division in achieving higher productivity, rationalization of workers, saving in power, improvement in quality etc. It is expected that Indian economy would grow faster in coming years and world economy is also expected to revive. The Division is expecting better performance in coming years.

RECENT DEVELOPMENTS & FUTURE PLANS Company's Land at Dholka, Ahmedabad

The property at Dholka is planned to be developed into smaller industrial plots and accordingly the same has now been recognized as stock in trade in the financial statements.

Company's Land at Kolkata

The Company is exploring the possibility of developing its property at Kolkata measuring 28.5 Cottahs and necessary preliminary work has been started.

MATERIAL CHANGES OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE REPORT

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is set out in the annexure forming part of the Annual Report marked as Annexure - "A".

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchange, approved by the Board together with a Certificate from Statutory Auditors M/s Jain & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance are set out in the annexure forming part of the Annual Report marked as Annexure - "B".

Your Company has taken adequate steps for strict compliance with Corporate Governance guidelines, as amended from time to time.

EXTRACT OF THE ANNUAL RETURN

Extract of the Annual Return in Form No. MGT-9 is attached pursuant to Section 134(3) of the Companies Act, 2013 as Annexure - "C".

BOARD MEETINGS

During the year under review, 6 meetings of the Board of Directorsn were held on 10th May, 2014, 21st June, 2014, 9th August, 2014, 8th November, 2014, 7th February, 2015 and 28th March, 2015.

Apart from meeting of the Board ofDirectors different committees met several times during the financial year ended 31st March, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(3)(c) OF THE COMPANIES ACT, 2013

The Directors hereby confirm that -

a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

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

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

INDEPENDENT DIRECTORS

Independent Directors namely, Mr. Golam Momen (DIN : 00402662), Mr. Dhirendra Kumar (DIN : 00153773) and Mr. Abhijit Datta (DIN : 00790029) have given declaration confirming that they comply with the requirements of Section 149(6) of the Companies Act, 2013.

DIRECTORS

Mr. Samveg A. Lalbhai, (DIN : 00009278) was re-designated as Non-executive Director from Independent Director with effect from 10th May, 2014. Mr. Samveg A. Lalbhai retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself, for re-appointment in compliance with the provisions of the Companies Act, 2013.

Brief resume of Mr. Samveg A. Lalbhai, nature of his expertise in specific functional areas and details of his directorship and membership/chairmanship of Board/Committees, as stipulated under Clause 49 of the Listing Agreement, has been provided in Annexure to the Notice of the 32nd AGM of the Company.

Mrs. Shubha Kanoria, (DIN : 00036489), Mr. Ashutosh Bhagat (DIN : 00059842) and Mr. Navin Nayar (DIN : 00136057) were appointed as Additional Directors on 10th May, 2014 and regularized as Non-Executive Directors liable to retire by rotation atthe 31stAnnual General Meeting of the Company held on 9th August 2014.

Mr. Golam Momen (DIN : 00402662) was appointed as the Chairman of the Company at the Board meeting held on 9th August, 2014.

KEY MANAGERIAL PERSONNEL

The following persons are the Key Managerial Personnels (KMP) of the Company in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mr. Adarsh Kanoria, (DIN : 00027290), Managing Director

b) Mr. Atul Doshi, Chief Financial Officer

c) Mrs. Sunita Shah, Company Secretary

Mr. Dhanpat Singh Pagaria, former Chief Financial Officer had resigned from the services of the Company w.e.f. 7th February, 2015 and Mr. Atul Doshi was appointed as the Chief Financial Officer of the Company w.e.f. 9th February, 2015. Mrs. Sunita Shah, Company Secretary of the Company had resigned from the services of the Company w.e.f. 25th February, 2015 and was re-appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 28th March, 2015. Remuneration and other details of the KMP for the year ended 31st March, 2015 are mentioned in the Extracts of the Annual Return attached as Annexure 'C' and forms a part of this Report of the Directors.

THE POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION ETC.

Pursuantto Section 178(3) ofthe Companies Act, 2013, Nomination and Remuneration Committee formulatedthe criteria for determining qualification, positive attributes and independence of a director. The Committee has also recommended to the Board a policy relating to the remuneration for directors, key managerial personnel and other employees.

The Board of Directors in its meeting held on 10th May, 2014 had approved the policy recommended by the Nomination and Remuneration Committee. The details of the Policy is given in the Corporate Governance Report.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board frame-work. The Companies Act, 2013 states that formal evaluation needs to done by the Board of its own performance and that of its Committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board ofDirectors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

DEPOSITS

During the year 2014 - 2015, your Company did not accept/renew any deposits and as such, no amount of principal or interest was outstanding as on 31st March, 2015.

AUDITORS AND AUDITORS' REPORT

M/s. Jain & Co., (Firm Regn. No. 302023EJ Chartered Accountants, were appointed as StatutoryAuditors of the Company, to hold office for a period of 3 years from the conclusion of the 31stAnnual General Meeting till the conclusion of the 34th Annual General Meeting of the Company. In terms of the first proviso to Section 139(1) of the Companies Act, 2013 the matter relating to appointment of M/s. Jain & Co., Statutory Auditors of the Company has been placed for ratification by members.

The Company has received letter from the Auditors to the effect that their re-appointment, is within the prescribed limits under the Companies Act, 2013 and that they are not disqualified. The Board recommends the ratification of appointment. The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. There is no qualification, adverse remarks or disclaimer made by the Statutory Auditors.

SECRETARIAL AUDIT REPORT

A report made by Mr. H.M. Choraria, (CP No. 1499, Membership No. FCS 2398) of M/s H. M. Choraria & Co., Practising Company Secretaries of 14/2, Old China Bazar Street, 4th Floor, Room No. 401, Kolkata 700 001, pursuant to Section 204(1) of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 is attached as Annexure - "D". The report is free of any qualification, adverse remarks or disclaimer.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not taken any loans or provided any guarantees under Section 186(1) of the Companies Act, 2013. However the details of Investments under Section 186(1) of the Companies Act, 2013 have been provided at Note No. 13 of the Financial Statements for the year ended 31st March, 2015.

RELATED PARTY TRANSACTIONS

During the year there was no material related party transaction with promoters, the Directors or the management, their subsidiaries or relatives etc. that may have a potential conflict with the interests of the Company. The Company has formulated a policy on Related Party Transactions as required under Clause 49 of the Listing Agreement. The link of the policy is http://bengaltea.com/pdf/BTFL_RELATED PArTy TRANSACTION POLICY_8.11.2014.pdf. Particulars of contracts or arrangement with related parties referred in sub-section (1) of Section 188 of the Companies Act, 2013 is attached to this report in the form prescribed under Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 marked as Annexure - "E".

PARTICULARS OF EMPLOYEES

The Company had no employee who are in receipt of more than ^ 60 lacs per annum during the year ended 31st March, 2015 or of more than ^ 5 Lacs per month during any part thereof, so no information under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given. However the information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 has been annexed as Annexure - "F".

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 (3) of Companies (Accounts) Rules, 2014, is set out in the annexure forming part of the Annual Report marked as Annexure - "G".

RISK MANAGEMENT POLICY

As per requirement of Section 134(3)(n) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement the Board of Directors in its meeting held on 10th May, 2014 has approved the Risk Management Policy. As of now the Directors do not envisage any element of risk which may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013, the Company vide its Board Meeting dated 21st June, 2014 has formed a CSR Committee and formulated a CSR Policy vide Board Meeting dated 9th August, 2014. The details of the same have been annexed in the prescribed format as Annexure - "H".

TRANSFER OF AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013, the declared dividends which remain unpaid or unclaimed for a period of seven years have been duly transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125 of the said Act.

Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 9th August, 2014 (date of last Annual General Meeting) on the Company's website (www.bengaltea.com) and also on the Ministry of Corporate Affairs' website.

NAME OF COMPANIES WHICH HAVE CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

AKV Textiles Limited (CIN : U17291WB2013PLC198315)

DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place Internal Complaints Committee for the Registered Office, Tea Division and Textile Division. The following is the summary of Sexual Harassment complaints received and disposed off during the year 2014-15.

No. of Complaints received : NIL No. of Complaints Disposed off : NIL

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the assistance and co-operation extended by Banks, its employees, its investors and all other associates and look forward to continue fruitful association with all business partners of the Company.

For and on behalf of the Board K P KHANDELWAL ADARSH KANORIA Kolkata Whole-time Director Managing Director Dated : 8th May, 2015 DIN : 00914834 DIN : 00027290

Mar 31, 2014

Dear Members,

The Directors of the Company present their 31st Annual Report and Company''s Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2014 and the corresponding figures for the last year are as under:

(Amount in rs Lacs] 2013-2014 2012-2013

Profit before Interest, Depreciation and Tax 3848 3160

Less: Finance Cost 781 943

Depreciation & Amortization Expense 1192 1973 1013 1956

Profit/(Loss after Interest & Depreciation 1875 1204

Less:Tax Expense for Current Year (Net of MAT Credit Entitlement] 102 99

Deferred Tax Provision/ (Written Back] 520 622 (41] 58

Profit/(Loss]afterTax 1253 1146

Add: Balance Brought Forward from Last Account 1274 233

Less : Transferred to General Reserve (100] -

Less: Proposed Dividend & Tax thereon (211] (105]

Credit balance carried to Balance Sheet 2216 1274

DIVIDEND

Your Directors are pleased to recommend a payment ofDividend of Rs. 2.00 per Equity Share of Rs. 10/- each (Previous year Rs. 1.00 per Equity Share ] for the year ended 31st March, 2014 amounting to Rs. 211 lacs (inclusive of tax of Rs. 31 lacs] subject to the approval of members at the ensuing Annual General Meeting.

OPERATIONS Tea Division

Duringthe year under review, your Companyachieved a production of21.97 lackgs ofBlackTea as compared to 20.33 lac kgs in the previous year. Although the production of own green tea leaves was marginally higher, the Company was able to procure more outsourced leaves resulting in higher production.

The average sale price for CTC tea in all auction centres remained lower as compared to previous year but the average realisation of your tea estate has increased by about Rs. 9/- per kg due to production of quality tea which was in good demand in the market and fetched attractive prices. There has been an all round increase in wages, power and fuel and other input costs.

The current season has started with extreme drought like situation which has resulted in loss of crop. Such situation has existed in almost all tea producing districts ofNorth-East India.

Tea market is expected to remain buoyant due to no carry-forward of old season stock. Good quality CTC tea will continue to attract premium and considering the above scenario, the performance of tea division is expected to be satisfactory.

Textile Division

During the year under review, the Textile Division has earned the highest ever profit before tax of Rs. 737 lacs as against Rs. 53 lacs in the previous year. Though in 2013-14 cotton prices were higher by about 16% as compared to previous year, the Division was able to control its power and finance cost and earn higher margins. The year, in general, was good for the textile industry as there was good demand from both the domestic and overseas markets. The Division has achieved a turnover of Rs. 20,417 lacs as against Rs. 17,614 lacs in the previous year registering a growth of 16%. The overall operations of the division were satisfactory.

MODERNISATIONAND PROSPECTS

The Company is continually modernizing its Textile Division by installing latest technology machines by replacing old machines. This helps in optimizing the cost of production, improvement in quality, improvement in product-mix and higher realization. During the year under review, the Division has also expanded its Process House Capacity to increase the production of processed fabric. In view of the division having a competitive edge in terms of quality of its products due to continual modernization of plant, increase in capacity of Process House, increasing prospects of a stable Government at the centre, future prospects of the division looks good.

During the year, the Company has also invested a sum of Rs. 108 lacs for installation of two electrical irrigation sets at its Tea Division to meet the requirement during dry season.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is set out in the annexure forming part of the Annual Report marked as Annexure - "A". CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchange, approved by the Board together with a Certificate from Statutory Auditors M/s Jain & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance are set out in the annexure forming part of the Annual Report marked as Annexure - "B".

Your Company has taken adequate steps for strict compliance with Corporate Governance guidelines, as amended from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA] of the Companies Act, 1956, your Directors confirm that:

(ij in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same.

(iij they have made judgments and estimates that are reasonable and prudent and have selected accounting policies and applied them consistentlyto give true and fairview ofthe state ofaffairs ofthe Companyas at 31stMarch, 2014 and of the profit for the year ended on that date;

(iiij 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;

(ivj the annual accounts have been prepared on a going concern basis.

DEPOSITS

During the year 2013-2014, your Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules thereunder and as such, no amount of principal or interest was outstanding as on 31st March, 2014.

DIRECTORS

As per the provisions Section 161 of the Companies Act, 2013, Mrs. Shubha Kanoria (DIN No. 00036489J, Mr. Navin Nayar (DIN No. 00136057J and Mr. Ashutosh Bhagat (DIN No. 00059842J were appointed as Additional Directors w.e.f. 10th May, 2014 and they shall hold the office up to the date of the ensuing Annual General Meeting. The Company has received requisite notices in writing from members proposing their candidature for the office ofDirector under Section 160 of the Companies Act, 2013. The Board recommends their appointment as Directors whose period of office shall be liable to determination by retirement of directors by rotation.

Mr. Golam Momen (DIN No. 00402662J, was liable to retire by rotation at the ensuing Annual General Meeting. Mr. Dhirendra Kumar (DIN No. 00153773J, Mr. Abhijit Datta (DIN No. 00790029J and Mr. Golam Momen, Directors of the Company, are being appointed as Independent Directors for five consecutive years for a term up to 31st March, 2019 as per the provisions of Section 149 and other applicable provisions of Companies Act, 2013. The Company has received requisite notices in writing from members proposing their appointment as Directors. The Board recommends their appointment as Independent Directors.

Subject to the approval of the members in the general meeting, the Board of Directors on 7th December, 2013 re-appointed Mr. Adarsh Kanoria(DIN No. 00027290J as Managing Director of the Company w.e.f. 1st January, 2014 for a period of 3 years as per the terms specified in the agreement dated 31st December, 2013 entered into between the Company and Mr. Adarsh Kanoria.

Mr. Kailash Prasad Khandelwal (DIN No. 00914834J was appointed as an Additional Director w.e.f. 9th November, 2013 and he shall hold the office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing his candidature for the office of Director. Further, subject to the approval of the members in the general meeting the Board of Directors on 7th December, 2013 appointed him as the Whole-time Director of the Company w.e.f. 1st day of January, 2014 for a period 3 years as per the terms specified in the agreement dated 31st December, 2013 entered into between the Company and Mr. Kailash Prasad Khandelwal.

Mr. Samveg A. Lalbhai, (DIN No. 00009278J was re-designated as Non-executive Director from Independent Director with effect from 10th May, 2014 liable to retire by rotation in compliance with the provisions of the Companies Act, 2013. Mr. Radheshyam Saraogi (DIN NO. 00552203J Whole time Director ofthe Companyresigned from the Board ofDirectors with effect from 1st January, 2014.

Brief resume of the Directors seeking appointment/re-appointment, nature of their expertise in specific functional areas and details of their directorship and membership/chairmanship ofBoard Committees, as stipulated under Clause 49 of the Listing Agreement, are provided in the Report on Corporate Governance marked as Annexure - B.

AUDITORS AND AUDITORS'' REPORT

M/s. Jain & Co., Chartered Accountants, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for the re-appointment.

As per Section 139 of the Companies Act, 2013, the Shareholders of the Company, can appoint the Statutory Auditors of the Company for a term of 5 years if they are Individuals and for 2 terms of 5 years each if they are Audit Firms.

M/s Jain&Co., CharteredAccountants, (Firm Regn. No. 302023E] have alreadyservedthe Companyforaperiod of 10 years. The Company has received letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board recommends the appointment of the auditors for a period of 3 years till the conclusion of the 34th Annual General Meeting. The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDIT

Pursuant to the order no. 52/26/CAB-2010 dated 24th January, 2012 of the Ministry of Corporate Affairs (''MCA''], the Company is required to conduct audit of cost accounting records of its textile and tea division. In terms of the said order Cost Audit is conducted by firm of Cost Accountants appointed with the approval of the MCA. In terms of General Circular No. 15/2011 dated 11th April, 2011 issued by MCA, full particulars of the CostAuditors as also other details pertaining to the Cost Audit are given below:

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A] OF THE COMPANIES ACT, 1956 AND RULES FRAMED THEREUNDER

During the year under review, information required to be given pursuant to Section 217(2A] of the Companies Act, 1956 read with the Companies (Particulars ofEmployee] Rules, 1975 as amended, is annexed hereto marked as Annexure -"C" and forms part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per Section 217(1](e] of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors] Rules, 1988, is set out in the annexure forming part of the Annual Report marked as Annexure - "D". TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5] and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies] Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 3rd August, 2013 (date oflast Annual General Meeting] on the Company''s website (www.bengaltea.com] as also on the Ministry of Corporate Affairs'' website.

ACKNOWLEDGEMENT

The Directors appreciate the co-operation and timely assistance extended by Banks and all other associates and look forward to continue fruitful association with all business partners of the Company.

For and on behalf of the Board K P KHANDELWAL ADARSH KANORIA Kolkata Whole-time Director Managing Director Dated: 21st day of June,2014 DINNo.00914834 DINNo.00027290

Mar 31, 2013

Dear Members,

The Directors of the Company present their 30th Annual Report and Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2013 and the corresponding figures for the last year are as under:

(Amount in Rs. Lacs) 2012-2013 2011-2012

Profit before Interest, Depreciation and Tax 3160 310

Less: Finance Cost 943 907

Depreciation & Amortization Expense 1013 1956 931 1838

Profit/(Loss) after Interest & Depreciation 1204 (1528)

Less: Tax Expense for Current Year (Net of MAT Credit Entitlement) 99 90

Taxation for earlier year - 1

Deferred Tax Written Back/ Provision (41) 58 (400) (309)

Profit/(Loss) after Tax 1146 (1219)

Add: Balance Brought Forward from Last Account 233 1452

Less: Transferred to General Reserve - -

Less: Proposed Dividend & Tax thereon 105 -

Credit balance carried to Balance Sheet 1274 233

DIVIDEND

Your Directors are pleased to recommend a payment ofDividend of Rs. 1.00 per Equity Share on the face value of Rs. 10/- each being 10% fortheyear ended 31st March, 2013.

OPERATIONS

Tea Division

During the year under review, your Company achieved a production of 20.33 lac kgs of Black Tea as compared to 19.77 lac kgs in the previous year. The production of own green tea leaves during the year was lower due to unfavourable weather conditions and also loss of crop due to Company''s policy of continuous uprooting of the old areas for replantation. However, the loss of crop was made up by purchasing higher quantity of outsourced leaves resulting in higher production.

The year commenced well with prices firming up since there was less carry-over of stock from previous year. The auction prices for the calendar year 2012 remained higher by about 15%. The average sale price of Black Tea of your tea estate increased by about 20% during the year as compared to previous year. However, there has been an all round increase in wages, power and fuel and other input costs affecting the profitability.

The weather conditions remained indifferent at the start of the current year and the season started late. The current market remains steady due to lower carry-over and increase in consumption of tea. Considering the above scenario, the performance ofTea Division is expected to be satisfactory.

Textile Division

During the year under review, the Textile Division has made a total turn around. Its performance is far better than expected. It has earned a net profit before tax of Rs 53 lacs as against a net loss of Rs 2617 lacs in the previous year. During the year, cotton prices were more or less stable throughout the year. There was a good demand of cotton yarn in the export and domestic markets which resulted into higher prices of the yarn. The Textile Division has completed its modernization project as per schedule i.e. on 31.12.2012. This has enabled the Division to start manufacturing of Value Added Yarn (like Compact Yarn). The Division has also started manufacturing ofValue Added Fabric which is giving better margins.

MODERNISATIONAND PROSPECTS

The Company is planning to continue with its modernization program in the spinning section of the Textile Division during current year also. The Company is planning to install Compact Ring Frames with higher productivity and latest technology having automatic doffing system by replacing old Ring Frames. This shall enable the Division to increase the production of Value Added Yarn of good quality which will also reduce the manpower cost. Further, the Division is concentrating on increasing proportion of value added products by changing its product mix. The Division shall be able to take full benefits of modernization project during the current year. Considering the above, the outlook for the Division seems to be positive.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is set out in the annexure forming part of the Annual Report marked as Annexure - "A".

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement with the Stock Exchange, approved by the Board together with a Certificate from Statutory Auditors M/s Jain & Co., Chartered Accountants regarding compliance with the conditions of Corporate Governance are set out in the annexure forming part of the Annual Report marked as Annexure - "B".

Your Company has taken adequate steps for strict compliance with Corporate Governance guidelines, as amended from time to time.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) the Company had followed the applicable accounting standards in the preparation of the annual accounts for the year ended 31st March, 2013;

(ii) the Directors have made judgments and estimates that are reasonable and prudent and have selected accounting policies and applied them consistently to give true and fair view of the state of affairs of the Company as at 31st March, 2013 and its profit for the year ended on that date;

(iii) the Company has a proper and adequate system of internal control to ensure that all assets are safeguarded against losses and the system is capable of detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

DEPOSITS

During the year 2012-2013, your Company did not accept/renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the rules thereunder and as such, no amount ofprincipal or interestwas outstanding as on 31st March, 2013.

DIRECTORS

Mr. Dhirendra Kumar and Mr. Samveg Lalbhai, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves, for re-appointment.

Brief resume of the Directors seeking re-appointment, nature of their expertise in specific functional areas and details of their directorship and membership/chairmanship of Board Committees, as stipulated under Clause 49 of the Listing Agreement, are provided in the Report on Corporate Governance marked as Annexure - "B".

AUDITORS

M/s. Jain & Co., (Regn. No. 302023E), Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting, and are eligible for the re-appointment.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the Act. Members are requested to consider their re-appointment for the Financial Year 2013-2014.

COST AUDIT

Pursuant to the order no. 52/26/CAB-2010 dated 24th January, 2012 of the Ministry of Corporate Affairs (''MCA''), the Company is required to conduct audit of its cost accounting records of its Textile Division. In terms of the said order Cost Audit is conducted by firm of Cost Accountants appointed with the approval of the MCA. In terms of General Circular No. 15/2011 dated 11th April, 2011 issued by MCA, full particulars of the CostAuditors as also other details pertaining to the Cost Audit are given below :

PARTICULARS OF COST AUDITORS AND DETAILS OF FILING OF COST AUDIT REPORT DURING THE FINANCIAL YEAR

Details of Cost Auditor Unit Audited Due date of filing Actual date of filing

Name: N.D. Birla & Co. Textile Division- 28th February, 2013 29th January, 2013 Address: A-3, Nirant Society, Bengal Tea & Fabrics Ltd. Opposite Town Hall Asarwa Mills - Ahmedabad Near Karnavati Hospital, Ellisbridge, Ahmedabad, Gujarat- 380006

Registration No. allotted by ICWAI: 00028

Pursuant to the order no. 52/26/CAB-2010 dated 24th January, 2012 of the Ministry of Corporate Affairs (''MCA''), the Company is also required to conduct audit of its cost accounting records of its Tea Division under Section 233B of the Companies Act, 1956 in respect of each of its financial year commencing on or after 1st April, 2012. In terms of the said order Cost Audit fortheTea Division of the Company is being conducted by M/s D. Radhakrishnan & Co., Cost Accountants with the approval of the MCA.

PARTICULARS OF EMPLOYEES AS REQUIRED UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956 AND RULES FRAMED THEREUNDER

The Company operates in labour intensive business and the relations with the personnel generally remained cordial throughout the year.

As required under Section 217(2A) of the Companies Act, 1956 and Rules thereunder, no such employee of the Company were in receipt of remuneration of more than Rs. 60 lacs during the year ended 31st March, 2013 or of more than Rs. 5 lacs per month during any part thereof.

The Board expresses its appreciation for the contribution of the employees at all levels.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules, 1988, is set out in the annexure forming part of the Annual Report marked as Annexure - "C".

ACKNOWLEDGEMENT

The Directors appreciate the co-operation and timely assistance extended by Banks and all other associates and look forward to continue fruitful association with all business partners of the Company.

For and on behalf of the Board

Kolkata ADARSH KANORIA

Dated : 11th day of May, 2013 Chairman

Mar 31, 2012

The Directors of the Company present their 29th Annual Report and Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2012 and the corresponding figures for the last year are as under:

(Amount in Rs.Lacs)

2011-2012 2010-2011 Profit before Interest, Depreciation and Tax 310 2611

Less: Finance Cost 907 595

Depreciation & Amortization Expense 931 1838 873 1468

(Loss)/Profit after Interest& Depreciation (1528) 1143

Less : Tax Expense for Current Year (Net of MAT Credit Entitlement) 90 126

Taxation for earlier year 1 -

Deferred Tax Written Back /Provision (400) (309) 205 331

(Loss)/Profit after Tax (1219) 812

Add: Balance Brought Forward from Last Account 1452 897

Less: Transferred to General Reserve - 100

Less: Proposed Dividend & Tax thereon - 157

Credit balance carried to Balance Sheet 233 1452

DIVIDEND

In view of cash loss during the year, the Directors do not recommend any dividend for the year ended 31st March, 2012.

OPERATIONS

Tea Division

The all India crop in 2011 was marginally higher at 988 million kgs. as against 966 million kgs. in the previous year. The rising domestic consumption with no significant increase in crop, has led to low carry-over stock for the current year. The new year has commenced well with prices firming up particularly for quality teas.

During the year under review, your Company achieved production of 19.77 lac kgs. of Black Tea as compared to 21.20 lac kgs. in the previous year. The reduction in crop was mainly on account of nominal rainfall in October/November 2011. The Company has continued with its policy of uprooting old areas for replantation which has also resulted in loss of crop. However, there has been an all round increase in wages, power & fuel and other input costs which has adversely affected the profitability. In the current year, looking to the prevailing weather conditions it is expected that the all India production up to March, 2012 is going to be substantially lower as compared to corresponding previous year and also production of Tea in Kenya and Sri Lanka is lower due to unfavorable weather conditions. However, sales realization per kg. of tea is higher for North Indian Tea due to improved demand.

Considering the above scenario, the performance of Tea Division seems satisfactory.

Textile Division

The year under review was one of the worst years for the Textile Division. There were large fluctuations and fall in prices of cotton as well as finished products resulting in losses in inventory. Also there was no demand in local as well as overseas markets and one was forced to cut production which impacted the profitability of the Division.

MODERNISATIONAND PROSPECTS

The Company has already been sanctioned term loan of Rs1600 Lacs under TUF Scheme for the capex project of Rs2600 Lacs. The Company has ordered most of the machineries under the project and the project is expected to be completed by the end of December, 2012. The installation of state of art preparatory spinning, ring frames, post spinning will help the Division for boosting its export of cotton yarn and cloth with reduced cost. Further, the value addition in fabrics segment and its product- mix, the Division will be able to meet the challenges ahead and it's positive impact would accrue in the forthcoming years. Considering the above, the outlook for the Division appears to be stable.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Report on Corporate Governance are attached herewith marked as Annexure - "A" and "B" respectively.

DIRECTORS' RESPONSIBILITY STATEMENT The Directors hereby confirm :

(i) That the Company had followed the applicable accounting standards in the preparation of the annual accounts for the year ended 31st March, 2012;

(ii) That the Directors have made judgments and estimates that are reasonable and prudent and have selected accounting policies and applied them consistently to give true and fair view of the state of affairs of the Company as at 31st March, 2012 and its loss for the year ended on that date;

(iii) That the Company has a proper and adequate system of internal control to ensure that all assets are safeguarded against losses and the system is capable of detecting fraud and other irregularities;

(iv) That the annual accounts placed before you have been prepared on a going concern basis.

FIXED DEPOSITS

As on 31st March, 2012, no amount is payable towards the fixed deposits accepted from public and matured for repayment.

DIRECTORS

Mr. Abhijit Data, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself, for re-appointment.

AUDITORS

M/s. Jain & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the 29th Annual General Meeting and being eligible, expressed their willingness to continue, if so appointed.

COST AUDIT

The Ministry of Corporate Affairs ('MCA'), Government of India by an Order directed Cost Audit of the Textile Division of the Company under Section 233(B) of the Companies Act, 1956. In terms of the said Order, Cost Audit is conducted by firm of Cost Accountants appointed with the approval of the MCA. In terms of General Circular No. 15/2011 dated 11th April, 2011 issued by MCA, full particulars of the Cost Auditors as also other details pertaining to the Cost Audit are given below:

PARTICULARS OF COST AUDITORS AND DETAILS OF FILING OF COST AUDIT REPORT DURING THE FINANCIAL YEAR

Details of Cost Auditor Unit Audited Due date Actual date of filing of filing

Name: N.D. Birla & Co. Textile Division- 27th 5th September September, 2011 2011 5th

Address: A-3, Nirant Society, Bengal Tea & Fabrics Ltd.

Opposite Town Hall Asarwa Mills- Ahmadabad

Near Karnavati Hospital,

Ellisbridge,Ahmedabad, Gujarat- 380006 Registration No. allotted by ICWAI: 00028

PERSONNEL

The Company operates in lab our intensive business and the relations with the personnel generally remained cordial throughout the year.

The Board expresses its appreciation for the contribution of the employees at all levels. During the year under review, no employee was in receipt of remuneration requiring disclosure under the provision of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended by Companies (Particulars of Employees) Amendment Rules, 2011.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A statement showing additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is attached herewith marked as Annexure - "C".

ACKNOWLEDGEMENT

The Directors appreciate the co-operation and timely assistance extended by Banks and all other associates and look forward to continued fruitful association with all business partners of the Company.

For and on behalf of the Board

Kolkata ADARSH KANORIA

Dated : the 12th day of May, 2012 Chairman

Mar 31, 2011

Dear Members,

The Directors of the Company present their 28th Annual Report and Audited Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

The financial results for the year ended 31st March, 2011 and the corresponding figures for the last year are as under :

(Rupees in Lacs) 2010-2011 2009-2010

Profit before Interest, Depreciation and Tax 2584.9 2581.71

Less: Interest & Finance Charges 567.83 525.55

Depreciation 872.88 1440.71 921.47 1447.02

Profit after Interest & Depreciation 1143.58 1134.69

Less : Provision for Current Taxes (Net of MAT Credit Entitlement) 127.00 148.24

Short/Excess Provision for Taxation for earlier year 0.11 (5.32)

Provision for Deferred Tax 204.49 331.60 192.22 335.14

Profit after Tax 811.98 799.55

Add: Balance Brought Forward from Last Account 896.55 305.05

Less: Transferred to General Reserve 100.00 50.00

Less: Proposed Dividends Tax there on 157.00 158.05

Credit balance carried to Balance Sheet 1451.53 896.55

DIVIDEND

Your Directors are pleased to recommend a payment of Dividend of Re. 1.50 (One rupee and fifty paise only) per Equity Share for the year ended 31st March, 2011.

OPERATIONS

Tea Division

The overall performance of the Tea Industry during the calendar year 2010 has been mixed with crop remaining marginally lower and price realization also lower except for quality CTC Teas, which remained firm.

During the year under review, the Company achieved production of 21.20 lac kgs of Black Tea as compared to 20.95 lac kgs in the previous year. Although the production of own crop is marginally lower due to replanting operations but increased purchase of Green leaf led to higher production. The Company has still continued with its policy of uprooting old areas for Replantation. The sales realization has improved by about 3%. This has been possible due to your Company's continuous thrust on improved and better field practices.

In the current season, all India production upto February 2011 has been lower by 7.40 million kgs compared to corresponding previous year and also production of Tea in Kenya and Sri Lanka remained lower Exports up to end of February, 2011 is lower by 2 77 million kgs as compared to corresponding previous period However, sales realization per kg of tea is higher for North Indian Tea due to improved demand

Considering the above scenario, the performance of tea division seems satisfactory.

Textile Division

During the year under review, the performance of Textile Division was satisfactory. The Textile Industry in India is slowly coming out of the after effects of global economic slowdown and is expected to stabilize and grow in future. The investment climate in the textile industry has improved significantly in the first half of 2010. Markets are reviving across the board Cotton production of India, the world's second biggest cotton producer, expected at 32 million bales in 2010-11. Prices of cotton which were running at around Rs 28000 per candy at the opening of the season has increased to as high as Rs 62000 per candy and currently at around Rs 50000 per candy. Buoyed by the higher prices farmers are expected to sow more area under cotton cultivation and India is likely to achieve a record cotton output of 35 million bales in the Season 2011-12. The increase in prices of raw material was passed on to the consumers and the prices of yarn and fabrics also increased in tandem and margins were favorable. However, from 1st December, 2010 the Government had put the export of cotton yarn in negative list and export for 2010-2011 was restricted to 720 million kgs resulting in accumulation of huge stocks with the spinning mills. Now, from 1st April, 2011 the export of cotton yarn has again shifted to OGL and the mills expect to rake in the margins stuck in the accumulated stocks.

Unfortunately, a fire broke out in the spinning section of the textile unit in the month of September, 2010. Although the same was covered under the insurance, there was loss of production during the initial period and financial loss to the tune of Rs. 19.91 lacs, which has been provided in the accounts for the year under consideration.

MODERNISATION AND PROSPECTS

The constant endeavor of this division is to give due importance to modernization and keep watch over the latest technological developments thereby increasing its production of quality yarn/fabric at a reduced cost. The Company initiated a need based modernization plan of Rs 1550 lacs in the year under review, which is nearing completion. The TUF scheme which was in abeyance has again been reinstated recently and the Company is ready with a project of about Rs 2600 lacs under Capex programs during the current fiscal. On completion of the above projects, the Company will replace 21 TOYOTA Air Jet Looms with old 28 Air Jet Looms, replace 6 Auto Coners, about 24000 Spindles (incl 17000 with Auto Doffing Spindles), 6 nos. Speed Frames and some processing machineries. This will result in value addition, higher production and reduction in cost. Considering the above, the outlook for the Division appears to be optimistic.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Report on Corporate Governance are attached herewith marked as Annexures - "A" and "B" respectively

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors hereby confirm:

[i] That the Company had followed the applicable accounting standards in the preparation of the annual accounts for the year ended 31st March, 2011;

[ii] That the Directors have made judgments and estimates that are reasonable and prudent and have selected accounting policies and applied them consistently to give true and fair view of the state of affairs of the Company as at 31st March, 2011 and its profit for the year ended on that date;

[iii] That the Company has a proper and adequate system of internal control to ensure that all assets are safeguarded against losses and the system is capable of detecting fraud and other irregularities;

[iv]That the annual accounts placed before you have been prepared on a going concern basis.

FIXED DEPOSITS

As on 31st March, 2011, no amount is payable towards the fixed deposits accepted from public and matured for repayment.

DIRECTORS

Mr. Golam Momen, Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself, for re-appointment.

AUDITORS

Messrs Jain & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the 28th Annual General Meeting and being eligible, expressed their willingness to continue, if so appointed

PERSONNEL

The Company operates in labour intensive business and the relations with the personnel generally remained cordial throughout the year.

The Board expresses its appreciation for the contribution of the employees at all levels. During the year under review no employee was in receipt of remuneration requiring disclosure under the provisions of Section 217 (2A) of the Companies Art, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended by Companies (Particulars of Employees) Amendment Rules, 2011

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

A statement showing additional information on conservation of energy, technology absorption and foreign exchange earnings and outgo, as required pursuant to Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is attached herewith marked as Annexure - "C".

ACKNOWLEDGEMENT

The Directors appreciate the co-operation and timely assistance extended by Banks and all other associates and look forward to continued fruitful association with all business partners of the Company.

For and on behalf of the Board

ADARSH KANORIA Chairman

Kolkata Dated,the 7th day of May,2011

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