Directors Report of The United Nilgiri Tea Estates Company Ltd.

Mar 31, 2025

Your directors'' have pleasure in presenting the 103rd Annual Report on the performance of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL RESULTS:

Given below is a summary of the financial results:

Rs. in Lakhs
	Year ended 31.03.2025	Year ended 31.03.2024
Profit before finance cost, depreciation and tax	2,486.07	2,398.64
Finance Cost	(9.80)	(9.91)
Depreciation	(346.14)	(351.30)
Profit before tax	2,130.13	2,037.43
Tax Expense	(279.13)	(432.14)
Profit for the year	1,851.00	1,605.29
Other Comprehensive Income	(87.70)	241.39
Total Comprehensive Income	1,763.30	1,846.68

Indian Accounting Standards (Ind AS)

In the preparation of financial statements, the Company has followed the Indian Accounting Standards (Ind AS) and the financial results have been prepared in accordance with the recognition and measurements principles laid down in the said standards.

Dividend

Your directors have recommended a final dividend of Rs. 2.00 per share (20% of paid up value) which together with an interim dividend of Re. 1.00 per share (10% of paid up value) already paid, makes a total dividend of Rs. 3.00 per share (30% of paid up value) for the year ended 31st March, 2025 [previous year Rs.2.70 per share]. The proposed final dividend of Rs. 2.00 per share for the year totalling to Rs. 99.93 lakhs will be accounted in the financial year 2025-26 in accordance with Ind AS10 - ''Events after the reporting period''.

Transfer to Reserves

The Directors have proposed to transfer a sum of Rs. 1,500 lakhs to the General Reserve which will be accounted in the financial year 2025-26 in accordance with Ind AS 10 - ''Events after the reporting period''.

Operations

The total quantity of tea manufactured during the year under review was 30.43 lakhs kgs as against 32.35 lakhs kgs during the previous year. The rainfall during the year was 1750 mm as against 1061 mm during the previous year. Sale of teas during the year under review was 34.25 lakhs kgs. (previous year 36.35 lakhs kgs) The average price realized for the year was, however, higher than the previous year. Profit before tax for the year was Rs. 2,130.13 lakhs as against Rs. 2,037.43 lakhs during the previous year.

Outlook

Timely summer showers in the current year have led to more production from April onwards. With enhanced production capacity, more production of primary grade tea in the factories, strict control on man-power usage and increase in mechanized harvesting in the field, the outlook for the current year is encouraging.

Share Capital

The paid-up capital of the Company as at 31st March 2025 remains unchanged.

Directors'' Responsibility Statement

As required by sub-section 5 of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of Annual Accounts for the year ended 31st March, 2025, the applicable Indian Accounting Standards have been followed without any material departures;

b) such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively;

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

Directors and Key Managerial Personnel

Mr. Sankar Datta retired on 9th November, 2024 after completing 10 years as an independent director. The Board places on record its appreciation of Mr. Sankar Datta''s involvement and valuable contribution for the growth of the Company during his tenure and his long period of association with the Company.

Ms. Sashikala Srikanth was appointed as an additional director by the Board of Directors on 31st December 2024. The shareholders have approved her appointment as a Non-Executive Independent Director at the Extraordinary General Meeting held on 30th January, 2025 for a period commencing from 31st December, 2024 until the conclusion of the 105th Annual General Meeting of the Company to be held in the year 2027.

Of the Directors liable to retire by rotation, Mr. R. Rajkumar will retire at the forthcoming Annual General Meeting. He is eligible for re-election and offers himself accordingly.

Mr. R. Vijayaraghavan, who has attained the age of 75 years, will be completing his first term of three years as an independent director at the ensuing 103rd Annual General Meeting. It is proposed to reappoint him for a second term of three years commencing from the conclusion of 103rd Annual General Meeting and ending with the conclusion of 106th Annual General Meeting.

The Board of Directors and the Nomination and Remuneration Committee are of the opinion that having regard to his credentials and vast experience in direct and indirect taxation, arbitration & conciliation, implementation and tax planning of acquisitions and mergers, restructuring, double taxation agreements and transfer pricing, Mr. Vijayaraghavan''s reappointment as a Non-Executive Independent Director would be beneficial to the Company and will enable the Board to discharge its functions and duties effectively.

Accordingly, the Board recommends his re-appointment for a second term of three years to the members for their approval at the ensuing Annual General Meeting.

Mr.R.Rajkumar, Whole-time Director, Mr.S.Raghuraman, Chief Financial Officer, Mr.R.V.Sridharan, Company Secretary, and Mr. Shilajit Roy Choudhury, Vice President are the key managerial personnel of the Company.

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

Details pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure 1.

Particulars of Loan, Guarantees or Investments under Section 186

The Company has not given any loan or guarantee to any Body Corporate attracting the provisions of Section 186 of the Companies Act, 2013, during the financial year 2024-25

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangement with related parties referred to in Section 188 (1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as Annexure 2 to this report.

Material changes and Commitments between 31^st March 2025 and date of this report

There are no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2025 and the date of this report.

Transfer to Investor Education and Protection Fund (IEPF)

The Company has transferred during the year unclaimed dividends amounting to Rs. 4,36,279/-to the Investor Education and Protection Fund as required under law. There were no shares due to be transferred to the demat account of IEPF Authority during the year.

Annual Return

Pursuant to Section 92 (3) read with Section 134 (3) of the Companies Act, 2013, the draft Annual Return for the year ended 31st March, 2025 is available on the website of the Company at the weblink: https/www.unitednilgiri.com/investors. The final Annual Return shall be uploaded after the same is filed with the Ministry of Corporate Affairs.

Number of meetings of the Board

Five meetings of the Board were held during the year the details of which are furnished in the Report on Corporate Governance which forms part of this report.

Declaration by Independent Directors

The Company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed under both the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on appointment and remuneration of Directors

The Company''s policy on Directors'' appointment and remuneration remains unchanged and can be accessed on the Company''s website unitednilgiritea.com.

Committees of the Board

The Company has five Committees of the Board as mentioned below:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

A detailed note on the composition of the Board, its Committees and the meetings held during the financial year is provided in the Report on Corporate Governance.

Statutory Auditors

There are no qualifications, reservations or adverse remarks or disclaimers made by K.S.Aiyar & Co., Chartered Accountants, Statutory Auditors in their report. No details of any fraud has been reported by the Auditors.

K.S. Aiyar & Co., Chartered Accountants were reappointed as the Statutory Auditors of the Company by the shareholders at the 100th Annual General Meeting held on 9th August 2022 for a period of 5 years to hold office from the conclusion of the 100th Annual General Meeting till the conclusion of 105th Annual General Meeting.

Secretarial Audit Report

Secretarial Audit has been carried out by Shanmugam Rajendran & Associates LLP (formerly S R Srinivasan & Co LLP), Practicing Company Secretaries and their report is annexed herewith.

With regard to remarks made by the Secretarial Auditors in their report, your Directors'' will ensure timely compliance of the Listing Regulations.

Appointment of Secretarial Auditors

In line with SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, it is proposed to appoint Shanmugam Rajendran & Associates LLP as Secretarial Auditors of the Company for a period of five consecutive years commencing from the financial year 2025-26. The said firm holds a valid Peer Review Certificate issued by the Institute of Company Secretaries of India and meets the criteria for appointment as prescribed under Regulations 24A of Listing Regulations.

The Board recommends their appointment as Secretarial Auditors of the Company for members'' approval at the ensuing Annual General Meeting.

Risk Management

The Company has a robust risk management policy and system. The strategic risks are integrated with the business plan with mitigation measures and reviewed periodically. High impact operational and financial risks are reviewed by the management and discussed at the Board periodically. A Risk Management Committee is functional since 10th February 2025.

Corporate Social Responsibility

CSR Policy objectives and the annual report on CSR activities are given in Annexure 3. The Company''s policy on Corporate Social Responsibility, composition of the CSR Committee and projects approved by the Board are available on the Company''s website unitednilgiritea.com.

Besides supporting the public medical scheme administered by the Company in the area of rural development and tribal welfare, your Company has been associated with United Nilgiri Conservative Society (UNCS). UNCS since its establishment in 2013 has earned the trust and confidence of the residence of Kotagiri and Ooty through its efforts to achieve better standard of life through community development work.

Board Evaluation

The details in this regard are furnished in the Report on Corporate Governance which forms part of this Report. The policy regarding performance evaluation of Board of Directors and its Committees and Independent Directors is available on the Company''s website unitednilgiritea. com.

Report on Corporate Governance

A Report on Corporate Governance forms part of this report. The Auditor''s certificate on Corporate Governance is enclosed as an Annexure.

Particulars of Employees

Particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 4.

A statement showing the remuneration of employees who were in receipt of remuneration as prescribed under Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and will be provided to any member on a written request to the Company Secretary.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is given separately in Annexure 5, which forms part of this Report..

Financial Statements of Associate Companies

A statement containing salient features of the financial statements of Associate Companies pursuant to first proviso to sub-section (3) Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is appended as Annexure 6 to the report.

Environmental Protection

The Company has been certified by the Rain Forest Alliance in the area of environmental protection. To ensure sustainability and environmental protection, your Company undertakes planting of trees covering about 100 acres every year to ensure environmental protection and sustainable source of firewood for our factories.

Industrial Relations

Industrial relations have been cordial during the year.

Public Deposits

The Company has not accepted or renewed any public deposit during the year.

Vigil Mechanism

The Company has a vigil mechanism, details of which can be accessed at the Company''s website unitednilgirtea.com. No complaints have been received during the year under review.

Sexual Harassment of Women at Workplace

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been constituted to redress the grievances of women at workplace. The Committee has not received any complaint received during the year under review.

Cost Records

The Company maintains cost records for its products in the books of account as per the requirement of Section 148 (1) of the Companies Act, 2013 read with Companies (Cost records and audit) Rules, 2014. No complaint has been received during the year under review.

Others

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

Acknowledgement

The Board of Directors acknowledges the support received from the promoters, shareholders, bankers, suppliers, customers and employees at all levels.

Mar 31, 2024

The directors'' have pleasure in presenting the 102nd Annual Report on the performance of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2024.

FINANCIAL RESULTS:

Rs. in Lakhs
	Year ended	Year ended
	31.03.2024	31.03.2023
Profit before finance cost, depreciation and tax	2,398.64	1,867.39
Finance Cost	9.91	10.23
Depreciation	351.30	365.08
Profit before tax	2,037.43	1,492.08
Tax Expense	(432.14)	(280.55)
Profit for the year	1,605.29	1,211.53
Other Comprehensive Income	241.39	157.92
Total Comprehensive Income	1,846.68	1,369.45

Indian Accounting Standards (Ind AS)

In the preparation of financial statements, the Company has followed the Indian Accounting Standards (Ind AS) and the financial statements have been prepared in accordance with the recognition and measurement principles laid down in the said standards.

Dividend

Your directors have recommended a final dividend of Rs. 1.70 per share (17%) which together with an interim dividend of Re. 1/- per share (10%) already paid, makes a total dividend of Rs. 2.70 per share (27%) for the year ended 31st March, 2024 [previous year Rs.2.70 per share]. The proposed final dividend of Rs. 1.70 per share (17%) for the year amounting to Rs. 84.94 lakhs will be accounted in the financial year 2024-25 in accordance with Ind AS 10 - ''Events after the reporting period''.

Transfer to Reserves

The Directors have proposed to transfer a sum of Rs.1,200 Lakhs to the General Reserve which will be accounted in the financial year 2024-25 in accordance with Ind AS 10 - ''Events after the reporting period''.

Operations

The total quantity of tea manufactured during the year under review was 32,35,110 kgs as against 33,94,965 kgs during the previous year. The rainfall during the year was 1061 mm as against 1549 mm during the previous year. Your Company has recorded total sales of 36,34,694 kgs (previous year 37,07,359 kgs) during the year. The total exports during the year were 17,28,505 kgs (previous year 18,91,839 kgs). The average price realized during the year was higher when compared to the previous year. Profit before tax for the year was Rs.2,037.43 lakhs as against Rs.1,492.08 lakhs during the previous year.

Outlook

The absence of summer showers in the current year has led to a drought-like condition in tea plantations. However, as normal monsoon has been forecast for this year, crop prospects are expected to be slightly higher than the previous financial year. With the Company''s focus on enhancing production of high- quality teas, strict cost control and mechanization measures, the outlook appears good.

Share Capital

The paid-up capital of the Company as at 31st March 2024 remains unchanged.

Directors'' Responsibility Statement

As required by sub-section 5 of Section 134 of the Companies Act, 2013, your Directors confirm that:

a) in the preparation of Annual Accounts for the year ended 31st March, 2024, the applicable Indian Accounting Standards have been followed without any material departures;

b) such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for that period;

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively;

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

Directors and Key Managerial Personnel

Of the Directors liable to retire by rotation, Ms. Mallika Srinivasan will retire at the forthcoming Annual General Meeting. She is eligible for re-election and offers herself accordingly.

The tenure of Mr. P. B. Sampath, Independent Director will end at the ensuing 102nd Annual General Meeting. It is proposed to reappoint him as an Independent Director for a second

term of two years commencing from the conclusion of 102nd Annual General Meeting upto the conclusion of 104th Annual General Meeting.

The Board of Directors and the Nomination and Remuneration Committee are of the opinion that having regard to his credentials and vast experience in finance, accounts, internal audit and secretarial functions, his reappointment as a Non-Executive Independent Director would be beneficial to the Company and this will enable the Board to discharge its functions and duties effectively.

Mr.R.Rajkumar, Whole-time Director, Mr.S.Raghuraman, Chief Financial Officer, Mr.R.V.Sridharan, Company Secretary, Mr. Shilajit Roy Choudhury, Vice President are the key managerial personnel of the Company.

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

Details pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure 1.

Particulars of Loan, Guarantees or Investments under Section 186

The Company has not given any loan or guarantee to any Body Corporate in terms of Section 186 of the Companies Act, 2013, during the financial year 2023-24.

Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangement with related parties referred to in Section 188 (1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as Annexure 2 to this report.

Material changes and Commitments between 31^st March 2024 and date of this report

There are no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2024 and the date of this report.

Transfer to Investor Education and Protection Fund (IEPF)

The Company has transferred during the year unclaimed dividends amounting to Rs. 4,36,279/-to the Investor Education and Protection Fund. There were no shares due to be transferred to the demat account of IEPF Authority during the year.

Annual Return

Pursuant to Section 92 (3) read with Section 134 (3) of the Companies Act, 2013, the draft Annual Return for the year ended 31st March, 2024 is available on the website of the Company at the weblink: https/www.unitednilgiri.com/investors. The final Annual Return shall be uploaded after the same is filed with the Ministry of Corporate Affairs.

Number of meetings of the Board

Four meetings of the Board were held during the year the details of which are furnished in the Report on Corporate Governance which forms part of this report.

Declaration by Independent Directors

The Company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Policy on appointment and remuneration of Directors

The Company''s policy on Directors'' appointment and remuneration remains unchanged and can be accessed on the Company''s website unitednilgiritea.com.

Committees of the Board

The Company has four Board Committees as mentioned below:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

A detailed note on the composition of the Board and its Committees and the meetings held during the financial year is provided in the Report on Corporate Governance.

Auditors

There are no qualifications, reservations or adverse remarks or disclaimers made by K.S.Aiyar & Co., Chartered Accountants, Statutory Auditors in their report.

K.S.Aiyar & Co., Chartered Accountants, were reappointed as the Statutory Auditors of the Company by the shareholders at the 100th Annual General Meeting held on 9th August 2022 for a period of 5 years to hold office from the conclusion of the 100th Annual General Meeting till the conclusion of 105th Annual General Meeting.

Secretarial Audit Report

Secretarial Audit has been carried out by S R Srinivasan & Co LLP, Practising Company Secretaries and their report is annexed herewith. There are no qualifications, reservations or adverse remarks in their report.

Risk Management

Corporate Social Responsibility

. CSR Policy objectives and the annual report on CSR activities are given in Annexure 3. The Company''s policy on Corporate Social Responsibility, composition of the CSR Committee and projects approved by the Board is available on the Company''s website unitednilgiritea.com.

Besides supporting the public medical scheme administered by the Company in the area of rural development and tribal welfare, your Company has been associated with United Nilgiri Conservation Society (UNCS). UNCS since its establishment in 2013 has built confidence and trust for people in Kotagiri and Ooty through its efforts to achieve better standard of life through community development work.

Board Evaluation

The details are furnished in the Report on Corporate Governance which forms part of this Report. The policy regarding performance evaluation of Board of Directors and its Committees and Independent Directors is available on the Company''s website unitednilgiritea.com.

Report on Corporate Governance

A Report on Corporate Governance is attached to this report. The Auditor''s certificate on Corporate Governance is annexed thereto.

Particulars of Employees

Disclosures regarding employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 4.

Management Discussion and Analysis Report

Management Discussion and Analysis Report given separately in Annexure 5 forms part of this Report.

Financial Statements of Associate Companies

Environmental Protection

The Company has been certified by the Rain Forest Alliance in the area of environmental protection. To ensure sustainability and environmental protection, your Company undertakes

planting of trees covering about 100 acres every year to ensure environmental protection and sustainable source of firewood to our factories.

^ Industrial Relations

Industrial relations have been cordial during the year.

Public Deposits

The Company has not accepted or renewed any public deposit during the year.

Vigil Mechanism

The Company has a vigil mechanism, details of which can be accessed at the Company''s website unitednilgirtea.com. No complaints have been received during the year under review.

Sexual Harassment of Women at Workplace

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, an Internal Complaints Committee has been constituted to redress the grievances of women at workplace. No complaint was received by the Committee during the year.

Cost Records

Others

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s future operations.

Acknowledgement

The Board of Directors acknowledges the support received from the promoters, shareholders, bankers, suppliers, customers and employees at all levels.

Mar 31, 2019

DIRECTORS'' REPORT

Your Directors have pleasure in presenting the 97th Annual Report on the performance of the Company together with the Audited Financial Statements for the year ended 31st March, 2019.

FINANCIAL RESULTS :

Rs. in lakhs

	31-03-2019	31-03-2018
Profit before finance cost, depreciation and tax	1,815.08	1,802.45
Finance Cost	7.14	6.83
Depreciation	271.46	265.54
Profit before exceptional item and tax	1,536.48	1,530.08
Exceptional Item - Profit on sale of investment in associate	163.62	-
Profit before tax	1,700.10	1,530.08
Tax Expense including deferred tax	(262.87)	(315.04)
Profit for the year	1,437.23	1,215.04
Other Comprehensive Income	1,007.70	450.47
Total Comprehensive Income	2,444.93	1,665.51

Indian Accounting Standards (Ind AS)

Dividend

Your Directors have recommended a final dividend of Rs.1.70 per share (17%) which together with an interim dividend of Re. 1/- per share (10%) already paid, makes a total dividend of Rs. 2.70 per share (27%) for the year ended 31st March, 2019 [previous year Rs.2.70/-per share (27%)]. The proposed final dividend of Rs.1.70 per share (17%) for the year amounting to Rs. 84,94,162/- will be accounted in the financial year 2019-20 in accordance with Ind AS 10 -''Events after the reporting period''.

Transfer to Reserves

The Directors have proposed to transfer a sum of Rs.3,300 Lakhs to the General Reserve which will be accounted in the financial year 2019-20 in accordance with Ind AS 10 - ''Events after the reporting period''.

Operations

The total quantity of tea manufactured during the year was higher at 30,91,002 kgs as against 29,96,514 kgs during the previous year. The rainfall during the year was 1194 mm as against 1082 mm during the previous year.

Your Company has recorded a sale of 31,65,290 kgs (previous year 30,00,344 kgs) of tea which is the highest ever in the history of the Company. The average price realized during the year was marginally higher when compared to the previous year.

Profit before tax for the year was higher at Rs.1,700.10 lakhs as against Rs.1,530.08 lakhs during the previous year.

The total exports during the year was 18,65,911 kgs as against 14,66,671 kgs during the previous year.

Outlook

With an extended dry period and a very low rainfall, the first quarter is likely to have low crop compared to last year. With more area under organic tea cultivation, the sale of organic tea would be higher than last year. We are undertaking a significant expansion at Korakundah factory to increase organic tea production capacity that will help to achieve improved sales as well as profitability.

Share Capital

The paid up capital of the Company as at 31st March 2019 remains unchanged. Directors'' Responsibility Statement

As required by sub-section 5 of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of Annual Accounts for the year ended 31st March, 2019, the applicable Indian Accounting Standards have been followed without any material departures;

(b) such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profit of the Company for the year then ended;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively;

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

Directors and Key Managerial Personnel

Mr.D.Hegde and Mr.T.G.B.Pinto were re-appointed as Whole-time Directors of the Company by the members on 21st January, 2019 through postal ballot for a period of three years with effect from 01.01.2019.

Mr.N.Srinivasan resigned from the Board with effect from 1st April, 2019 due to age limit prescribed by SEBI. The Board places on record its appreciation of Mr.N. Srinivasan''s involvement and valuable contribution for the growth of the Company during his tenure.

The term of Mr.R. Srinivasan as Independent Director ended on 31st January, 2019. The Board places on record its appreciation for the valuable services of Mr.R. Srinivasan to the Company during his tenure as an Independent Director.

Of the Directors liable to retire by rotation, Ms.Mallika Srinivasan will retire at the forthcoming Annual General Meeting. She is eligible for re-election and offers herself accordingly.

The tenure of Mr.Sankar Datta, Independent Director will end on 9th November 2019. It is proposed to re-appoint him as an Independent Director for a period of 5 years with effect from 10th November, 2019.

The Board of Directors and the Nomination & Remuneration Committee are of the opinion that having regard to his credentials and vast experience in business advisory services, audit and accounts, his re-appointment as a Non-Executive Independent Director would be beneficial to the Company and this will enable the Board to discharge its functions and duties effectively.

Accordingly, the Board recommends his re-appointment for a second term of five years to the members for their approval at the ensuing Annual General Meeting.

Particulars of Loan, Guarantees or Investments under Section 186

The Company has not given any loan or guarantee or made investments in any Body Corporate in terms of Section 186 of the Companies Act, 2013, during the financial year 2018-19.

Particulars of Contracts or arrangements made with related parties

Particulars of contracts or arrangement with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2 is appended as Annexure 2 to this report.

Material changes and Commitments between 31st March 2019 and date of this report

There are no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2019 and the date of this report.

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

Details pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure-1.

Transfer to Investor Education and Protection Fund (IEPF)

The Company has transferred during the year unclaimed dividends amounting to Rs.3,54,941/- to the Investor Education and Protection Fund.

Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company transferred 7,350 shares during the year, in respect of which dividend has not been claimed for 7 consecutive years or more to the demat account of IEPF Authority. The transfer was effected after sending notices to the concerned shareholders. The details are given in the Report on Corporate Governance forming part of this report.

Annual Return

Extract of Annual Return in Form MGT-9 is given as Annexure-5 to this report. Number of meetings of the Board Six meetings of the Board were held during the year the details of which are furnished in the Report on Corporate Governance which forms part of this report.

Declaration by Independent Directors

Policy on appointment and remuneration of Directors

The Company''s policy on Directors'' appointment and remuneration remains unchanged which can be accessed on the Company''s website www.unitednilgiritea.com.

Committees of the Board

The Company has four Committees as mentioned below:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

A detailed note on the composition of the Board and its Committees and the meetings held during the financial year is provided in the Report on Corporate Governance.

Auditors

There are no qualifications, reservations or adverse remarks or disclaimers made by K.S.Aiyar & Co. Statutory Auditors in their report.

K.S. Aiyar & Co., Chartered Accountants, Coimbatore were appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 95th Annual General Meeting held on 4th August 2017 till the conclusion of the 100th Annual General Meeting. Pursuant to the Companies (Amendment Act) 2017 with effect from May 7, 2018, the ratification of appointment of Statutory Auditors at every Annual General Meeting by the members has been dispensed with.

Secretarial Audit Report

Secretarial Audit has been carried out by L. K. & Associates, Practicing Company Secretaries and their report is annexed herewith (Annexure-7). There are no qualifications, reservations or adverse remarks.

Risk Management

The Company has a robust risk management system. The strategic risks are integrated with the business plan with mitigation measures. High impact operational and financial risks are reviewed by the management periodically and discussed at the Board quarterly.

Corporate Social Responsibility (CSR)

CSR Policy and the annual report on CSR activities are given in Annexure-3. The Company''s policy on Corporate Social Responsibility is also available on the Company''s website www.unitednilgiritea.com.

Besides supporting the orphanage and the public medical scheme administered by the Company in the area of rural development and tribal welfare, your Company has been associated with United Nilgiri Conservative Society (UNCS). UNCS since its establishment in 2013 has built confidence and trust for people in Kotagiri and Ooty through its effort to achieve better standard of life through community development works.

Board Evaluation

The details are furnished in the Report on Corporate Governance which forms part of this report. The policy regarding performance evaluation of the Board of Directors and its Committees and Independent Directors is available on the Company''s website www.unitednilgiritea.com.

Report on Corporate Governance

A Report on Corporate Governance forms part of this report. The Auditors certificate on Corporate Governance is enclosed as an Annexure.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is given separately which forms part of this Report (Annexure-6).

Particulars of Employees

Particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-4.

A statement showing the remuneration of employees who were in receipt of remuneration as prescribed under Rule 5(2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and will be provided to any member on a written request to the Company Secretary.

Awards and Distinctions

Chamraj and Korakundah estates have once again bagged four awards at the Golden Leaf India Awards held in Ahmedabad in April, 2019.

Environmental Protection

The Company has been certified by the Rain Forest Alliance and UTZ in the area of environmental protection. To ensure sustainability and environmental protection, your Company has undertaken planting of trees around 100 acres every year. This will ensure environmental protection and sustainable source of firewood to our factories.

Industrial Relations

Industrial relations have been cordial during the year.

Public Deposits

The Company has not accepted or renewed any public deposit during the year.

Vigil Mechanism

The Company has a vigil mechanism details of which can be accessed at the Company''s website www.unitednilgiritea.com. No complaints have been received during the year under review.

Sexual Harassment of Women at Workplace

The Company''s policy on Sexual Harassment of women employees can be accessed at the Company''s website www.unitednilgiritea.com. An Internal Complaints Committee has been constituted to redress the grievances of women at workplace. No complaint was reported during the year under review.

Cost Records

The Company maintains cost records for its products in the books of accounts as per the requirement of Section 148(1) of the Companies Act, 2013 read with Companies (Cost records and audit) Rules, 2014.

Others

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s future operations.

Acknowledgement

The Board of Directors acknowledges the support received from the promoters, shareholders, bankers, suppliers, customers and employees at all levels.

	For and on behalf of the Board
Place:Chennai	MALLIKA SRINIVASAN
Date: 29th May 2019	CHAIRMAN

ANNEXURE 1

A. Conservation of Energy

1.	Steps taken or impact on conservation of energy	We have replaced direct woodfire furnaces with fuel efficient steam boilers. Use of firewood dropped by 15%
2.	Steps taken by the Company for utilizing alternate source of energy
3.	Capital investment on energy conservation equipment	Nil

B. Technology Absorption

1.	Efforts made towards technology absorption	UPASI''s recommendation with respect to field practices and manufacturing process are adopted to the extent possible to achieve better results.
2.	Benefits derived like product improvement, cost reduction, product development, or import substitution	Improvement in the quality of raw material and the end product which ultimately helps in better realization
3.	Imported Technology	Nil
4.	Expenditure on R & D	Nil

C. Foreign Exchange Earnings and Outgo

ANNEXURE 2 AOC-2

[Pursuant to Clause (h) of sub-section(S) of Section 134 of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Particulars of contracts/arrangements made with related parties

This form pertains to the disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, including certain arm''s length transactions under third proviso thereto.

Details of contracts or arrangements or transactions not at arm''s length basis

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2019, which were not at arm''s length basis.

Details of contracts or arrangements or transactions at arm''s length basis

The details of contracts or arrangements or transactions at arm''s length basis for the year ended March 31, 2019 are as follows:

Name of related party	Amalgamations Private Limited
Nature of contract	(a) Availing of services
Nature of contract	(b) Re-imbursement of expenses
Nature of relationship	A director of the Company is a member/director in the related party company.
Duration of contract	Yearly (from 01.04.2018 to 31.03.2019).
Salient terms	At arm''s length price in the ordinary course of business
Amount	(a) Availing of services - Rs. 3,03,372/-
Amount	(b) Reimbursement of expenses - Rs. 2,12,400/-

	For and on behalf of the Board
Place:Chennai	MALLIKA SRINIVASAN
Date: 29th May 2019	CHAIRMAN

Actual Inflow	Rs. 38,68,02,531
Actual Outflow	Rs. 2,55,32,311

ANNEXURE 3

REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

1. CSR Policy Objectives

The Company adopts the following objectives as part of its Corporate Social Responsibility:

(a) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently-abled;

(b) Healthcare and livelihood enhancement projects;

(c) Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

(d) Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agro-forestry, conservation of natural resources and maintaining quality of soil, air and water;

(e) Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;

(f) Contribution to the Prime Minister''s National Relief Fund or any other fund set up by the Central Government for socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women;

(g) Rural Development Projects and Tribal Welfare.

The Company''s CSR Policy is uploaded on the website of the Company www.unitednilgiritea.com

2. Composition of CSR Committee

S.No	Name	Category	Designation
1	Ms. Mallika Srinivasan	Non-Executive Non-independent	Chairman
2	Mr. Sankar Datta	Non-Executive Independent	Member
3	Mr. D. Hegde	Whole-time Director	Member
4	Mr. T.G.B. Pinto	Whole-time Director	Member

3.	Average Net Profit of the Company in the immediate three preceding financial years	: Rs.1,320.84 lakhs
4.	Prescribed CSR Expenditure (2%)	: Rs.26.42 lakhs
5.	Details of expenditure spent towards CSR during the financial year 2018-19
	(a) Total amount spent for the financial year	: Rs.20.47 lakhs
	(b) Amount unspent, if any	: Rs. 5.95 lakhs

1	2	3	4	5	6	7	8
S. NO	CSR Project or activity identified	Sector in which the project is covered	Projects or programmes (1) Local Area or other (2) Specify the State and District where projects or programmes were undertaken	Amount /outlay/ budget (project or programme wise)	Amount spent on the projects or programmes Sub-heads 1. Direct Expenditure on projects or programmes 2. Overheads	Cumulative expenditure upto the reporting period	Amount spent direct or through implementing agency
1	Orphanage	Social Sector	Chamraj Estate The Nilgiris District Tamil Nadu	Rs.16,00,000	Direct Expenditure Rs.15,47,352	Rs.67,59,222	Direct
2	Public Medical Scheme	Social Sector	The Nilgiris District, Tamil Nadu			Rs.13,41,556	Direct
3	Rural Development and Tribal Welfare Projects	Rural Development and Tribal Welfare	The Nilgiris District, Tamil Nadu	Rs.10,42,000	Direct Expenditure Rs.5,00,000	Rs.17,16,462	Direct
		Total		Rs.26,42,000	Rs. 20,47,352	Rs.98,17,240

6. Reasons for not spending :

The CSR Committee has approved CSR Projects for promoting social sector and rural development and tribal welfare that are under implementation. Therefore, the amount will be spent in the coming year 2019-20.

7. Responsibility Statement by CSR Committee :

The CSR Committee confirms that the implementation and monitoring of CSR Policy is in compliance with CSR objectives and Policy of the Company.

	D.Hegde	Mallika Srinivasan
Chennai	Member	Chairman of the CSR Committee
29th May, 2019	DIN:00025468	DIN:00037022

ANNEXURE 4

PAYMENT OF REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

(Pursuant to Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

Particulars of Employees:

(i) The ratio of remuneration of each Whole-time Director to the median remuneration of the employees of the Company for the financial year:

S. NO.	Name and Designation	Remuneration paid during the year 2018-19 (Rs. in lacs)	Ratio of remuneration to median remuneration of the employees
1.	Mr. D. Hegde, Whole-time Director	44.77	6.34
2.	Mr. T.G.B. Pinto, Whole-time Director	45.58	6.23

(ii) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

The two whole-time Directors were given 11.06% increase for the year. The Chief Financial Officer was given an increase of 18.98% for the year. There was no increase in the remuneration to the Company Secretary during the year.

(Mi) Percentage increase in the median remuneration of employees in the financial year:

Percentage increase in the median remuneration of employees in the financial year is 7%. (iv) Number of permanent employees on the rolls of the Company:

Number of permanent employees on the rolls of the Company as on 31st March, 2019 is 1030.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of workmen, staff and managers was 11.32%. Two Whole-time Directors were given an increase of 11.06% for the year. (vi) Affirmation that remuneration is as per the Remuneration Policy of the Company:

It is affirmed that the remuneration is paid as per the remuneration policy of the Company.

(vii) Employed throughout the year and was in receipt of remuneration not less than Rupees One Crore and two lakhs per annum:

There were no employees who were in receipt of remuneration exceeding Rupees One Crore and two lakhs per annum.

(viii) Employed for part of the year and was in receipt of remuneration not less than Rupees Eight Lakhs fifty thousand per month:

There were no employees who were in receipt of remuneration exceeding Rupees Eight Lakhs fifty thousand per month.

(ix) Employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company:

There were no employees who were in receipt of remuneration at a rate which in aggregate is in excess of remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

ANNEXURE 5

EXTRACT OF ANNUAL RETURN IN FORM No. MGT - 9

[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014]

REGISTRATION AND OTHER DETAILS:

No		PARTICULARS
(i)	CIN	L01132TZ1922PLC000234
(ii)	REGISTRATION DATE	9th August 1922
(iii)	NAME OF THE COMPANY	THE UNITED NILGIRI TEA ESTATES COMPANY LIMITED
(iv)	CATEGORY/ SUB CATEGORY OF THE COMPANY	PUBLIC LIMITED COMPANY
(v)	ADDRESS OF THE REGISTERED OFFICE AND CONTACT DETAILS	No.3, SAVITHRI SHANMUGAM ROAD,
		RACE COURSE,
		COIMBATORE- 641018
		PHONE: (0422) 2220566
		FAX : (0422) 2222865
		EMAIL: [email protected]
(vi)	WHETHER LISTED COMPANY	YES
(vii)	NAME, ADDRESS AND CONTACT DETAILS OF REGISTRAR AND SHARE TRANSFER AGENT	INTEGRATED REGISTRY MANAGEMENT SERVICES
		PRIVATE LIMITED,
		"KENCES TOWERS," 2nd FLOOR,
		No.1 , RAMAKRISHNA STREET,
		NORTH USMAN ROAD,
		CHENNAI- 600017
		PHONE: (044) 28140801, 02 and 03
		FAX: (044) 28142479
		EMAIL: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

No	Name and description of main products/services	NIC Code of the product/ service	% to total turnover of the Company
1	TEA	09.0230	92%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

No.	Name and address of the Company	CIN	Holding/Subsidiary/ Associate	% of shares held	Applicable Section
1	Kuduma Fasteners Private Limited* 41/42, Boomasandra Industrial Area, Hosur Road, Ankel Taluk Bangalore - 560 009	U28991KA1984PTC006227	Associate	50%	2(6)

* Associate upto 30th April 2018.

(IV) SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category wise shareholding

	No.of shares held at the beginning of the year				No.of shares held at the end of the year				% change during the year
Category of Shareholders	Demat	Physical	Total	% of total shares	Demat	Physical	Total	% of total shares	% change during the year
A. Promoters
(1) Indian
(a) Individual/HUF	2,38,821		2,38,821	4.78	2,38,821		2,38,821	4.78
(b) Central Government
(c) State Government
(d) Bodies Corporate	22,48,781		22,48,781	45.01	22,49,161		22,49,161	45.01	0.01
(e) Fis/Banks
(f) Any others
Trust
Sub-Total (A) (1)	24,87,602		24,87,602	49.79	24,87,982		24,87,982	49.79	0.01
(2) Foreign
(a) Individuals - NRI
(b) Others - Individuals
(c) Bodies Corporate
(d) Fis/Banks
(e) Any other
Sub-total (A) (2)
Total Shareholding of Promoter	24,87,602		24,87,602	49.79	24,87,982		24,87,982	49.79	0.01
(A) = (A)(1) (A)(2)
B. Public Shareholding
(1) Institutions
(a) Mutual Funds
(b) Fis/Banks		5,480	5,480	0.11	2,733	2,747	5,480	0.11
(c) Central Government
(d) State Government
(e) Venture Capital Funds
(f) Insurance Companies	8,46,514		8,46,514	16.94	8,46,514		8,46,514	16.94
(g) Flls
(h) Foreign
Venture Capital Investors
(i) Any Other (specify)
Sub-total (B) (1)	8,46,514	5,480	8,51,994	17.05	8,49,247	2,747	8,51,994	17.05
(2) Non Institutions
(a) Bodies Corporate
(i) Indian	77,898	1,215	79,113	1.58	74,717	1,215	75,932	1.52	(0.06)
(ii) Overseas
(b) Individuals
(i) Individual sharesholders holding nominal share capital upto Rs.1 lakh	6,32,372	3,49,685	9,82,057	19.65	6,84,326	2,93,584	9,77,910	19.57	(0.08)
(ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh	1,57,050	90,946	2,47,996	4.96	1,63,167	77,618	2,40,785	4.82	(0.14)
(c) Others Specify
(a) Directors & their relatives
(b) Foreign Nationals	3		3
(c) Non-Resident Indians/OCBs	10,355	19,998	30,353	0.61	10,697	19,998	30,695	0.61	0.01
(d) Clearing Members	8,390		8,390	0.17	5,750		5,750	0.11	0.00
(e) Trusts		2,64,816	2,64,816	5.30	9,110	2,64,816	2,73,926	5.48	0.18
(f) IEPF	44,242		44,242	0.89	51,592		51,592	1.03	0.15
Sub-total (B)(2)	9,30,310	7,26,660	16,56,970	33.17	9,99,359	6,57,231	16,56,590	33.16	(0.01)
Total Public Shareholding
(B) = (B)(1) (B)(2)	17,76,824	7,32,140	25,08,964	50.21	18,48,606	6,59,978	25,08,584	50.21	(0.01)
C. Shares held by Custodian for
GDRs & ADRs	NA	NA	NA	NA	NA	NA	NA	NA	NA
Grand Total (A B C)	42,64,426	7,32,140	49,96,566	100.00	43,36,588	6,59,978	49,96,566	100.00

(IV) SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(ii) Shareholding of Promoters and Promoter Group

		Shareholding at the beginning of the year			Shareholding at the end of the year			% change during the year
SI. No.	Shareholders Name	No of shares	% of total shares of the company	% of shares pledged/ encumbered to total shares	No of shares	% of total shares of the company	% of shares pledged/ encumbered to total shares	% change during the year
1.	Tractors and Farm Equipment Limited	8,55,363	17.12%	0.00	8,55,363	17.12%	0.00	0.00
2.	T. Stanes and Company Limited	8,36,308	16.74%	0.00	8,36,688	16.75%	0.00	0.01
3.	Amalgamations Private Limited	3,25,460	6.51%	0.00	3,75,460	7.51%	0.00	1.00
4.	Ms. Mallika Srinivasan	1,43,100	2.86%	0.00	1,43,100	2.86%	0.00	0.00
5.	Stanes Amalgamated Estates Limited	87,506	1.75%	0.00	37,506	0.75%	0.00	(1.00)
6.	Mr. Shriram Murali	76,185	1.52%	0.00	76,185	1.52%	0.00	0.00
7.	Simpson and Company Limited	61,506	1.23%	0.00	61,506	1.23%	0.00	0.00
8.	Addison & Company Limited	24,344	0.49%	0.00	24,344	0.49%	0.00	0.00
9.	Bimetal Bearings Limited	17,264	0.35%	0.00	17,264	0.35%	0.00	0.00
10.	Associated Printers (Madras) Private Limited	16,652	0.33%	0.00	16,652	0.33%	0.00	0.00
11.	Sri Rama Vilas Service Limited	10,934	0.22%	0.00	10,934	0.22%	0.00	0.00
12.	Southern Tree Farms Limited	7,520	0.15%	0.00	7,520	0.15%	0.00	0.00
13.	Mrs. Bhavani Krishnamoorthy	6,680	0.13%	0.00	6,680	0.13%	0.00	0.00
14.	Speed-A-Way Private Limited	3,224	0.06%	0.00	3,224	0.06%	0.00	0.00
15.	Simpson and General Finance Co.Ltd	2,700	0.05%	0.00	2,700	0.05%	0.00	0.00
16.	Mr. Sudarshan Venu	2,000	0.04%	0.00	2,000	0.04%	0.00	0.00
17.	Mr. A. Krishnamoorthy	732	0.01%	0.00	732	0.01%	0.00	0.00
18.	Mr. A. Krishnamoorthy and Mrs. Bhavani Krishnamoorthy	10,124	0.20%	0.00	10,124	0.20%	0.00	0.00
		24,87,602	49.79%	0.00	24,87,982	49.79%	0.00	0.01

(iii) Change in Promoters'' shareholding (please specify, if there is no change)

	Shareholding at the beginning of the year		Increase / Decrease		Cumulative Shareholding during the year
Shareholders Name	No of shares	% of total shares of the company	No of shares	% of total shares of the company	No of shares	% of total shares of the company
Date wise increase/decrease in Promoters Shareholding during the year
T. Stanes and Company Limited
PAN:AAACT7126P
Opening Balance as on 01.04.2018	8,36,308	16.738
Transfer of Shares on 04.02.2019			380	0.008	8,36,688	16.745
Closing Balance as on 31.03.2019					8,36,688	16.745
Amalgamations Private Limited
PAN:AAACA2922N
Opening Balance as on 01.04.2018	3,25,460	6.514
Transfer of Shares on 02.01.2019			50,000	1.000	3,75,460	7.514
Closing Balance as on 31.03.2019					3,75,460	7.514
Stanes Amalgamated Estates Limited
PAN:AACCS7196Q
Opening Balance as on 01.04.2018	87,506	1.751
Transfer of Shares on 02.01.2019			(50,000)	(1.000)	37,506	0.751
Closing Balances as on 31.03.2019					37,506	0.751

(iv) Shareholding Pattern of top 10 shareholders (other than directors, promoters and holders of GDRs and ADRs)

SI. No.	For each of the Top 10 Shareholders	Opening Balance	%	Increase / Decrease	%	Closing Balance	%
1.	Life Insurance Corporation of India
	PAN: AAACL0582H
	Opening Balance as on 01.04.2018	7,71,496	15.441
	Closing Balance as on 31.03.2019					7,71,496	15.441
2.	Trustees, T. Stanes & Co.Ltd Staff Pension Fund
	Opening Balance as on 01.04.2018	2,64,816	5.300
	Closing Balance as on 31.03.2019					2,64,816	5.300
3.	United India Insurance Company Limited
	PAN:AAACU5552C
	Opening Balance as on 01.04.2018	75,018	1.501
	Closing Balance as on 31.03.2019					75,018	1.501
4.	Ayesha Adi Madan
	PAN: AAFPM3507R
	Opening Balance as on 01.04.2018	30,878	0.618
	Transfer of shares on 31.08.2018			(500)	(0.010)
	Closing Balance as on 31.03.2019					30,378	0.608
5.	Mahendra Girdharilal
	PAN:AAAPW1327L
	Opening Balance as on 01.04.2018	27,889	0.558
	Closing Balance as on 31.03.2019					27,889	0.558
6.	Emerging Securities Private Limited
	PAN: AAACE0195R
	Opening Balance as on 01.04.2018	22,312	0.447
	Transfer of shares on 17.08.2018			188	0.004
	Closing Balance as on 31.03.2019					22,500	0.450
7.	Margaretha Henrica Maria Wadia Hendriks
	Opening Balance as on 01.04.2018	19,740	0.395
	Closing Balance as on 31.03.2019					19,740	0.395
8.	Mehroo Phiroze Vaghaiwala
	PAN: AADPV7091B
	Opening Balance as on 01.04.2018	18,224	0.365
	Closing Balance as on 31.03.2019					18,224	0.365
9.	Lakshmanan P.CT.
	Opening Balance as on 01.04.2018	18,000	0.360
	Closing Balance as on 31.03.2019					18,000	0.360
10.	PP. Zibi Jose
	PAN: AAAPZ6993K
	Opening Balance as on 01.04.2018	16,898	0.338
	Transfer of Shares on 25.05.2018			675	0.014	17,573	0.352
	Transfer of Shares on 29.06.2018			39	0.001	17,612	0.352
	Transfer of Shares on 13.07.2018			30	0.001	17,642	0.353
	Transfer of Shares on 27.07.2018			344	0.007	17,986	0.360
	Transfer of Shares on 31.08.2018			846	0.017	18,832	0.377
	Transfer of Shares on 07.09.2018			275	0.006	19,107	0.382
	Transfer of Shares on 14.09.2018			1,332	0.027	20,439	0.409
	Transfer of Shares on 21.09.2018			600	0.012	21,039	0.421
	Transfer of Shares on 08.02.2019			1,965	0.039	23,004	0.460
	Closing Balance as on 31.03.2019					23,004	0.460

(v) Shareholding of Directors and Key Managerial Personnel

For each of the Directors and KMP	Shareholding at the beginning of the year		Cumulative Shareholding
For each of the Directors and KMP	No. of Shares	%	No. of Shares	%
At the beginning of the year
DIRECTORS
Ms.Mallika Srinivasan	1,43,100	2.86%	1,43,100	2.86%
Mr.N. Srinivasan	2,002	0.04%	2,002	0.04%
Mr. D. Hegde	2,224	0.04%	2,224	0.04%
Mr. T.G.B. Pinto	2,950	0.06%	2,950	0.06%
KEY MANAGERIAL PERSONNEL
Mr. S. Raghuraman	1,002	0.02%	1,002	0.02%
	1,51,278	3.03%	1,51,278	3.03%
At the end of the year
DIRECTORS
Ms.Mallika Srinivasan	1,43,100	2.86%	1,43,100	2.86%
Mr. N. Srinivasan	2,002	0.04%	2,002	0.04%
Mr. D. Hegde	2,224	0.04%	2,224	0.04%
Mr. T.G. B. Pinto	2,950	0.06%	2,950	0.06%
KEY MANAGERIAL PERSONNEL
Mr. S. Raghuraman	1,002	0.02%	1,002	0.02%
	1,51,278	3.03%	1,51,278	3.03%

(VI) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment - NIL

(VII) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Remuneration to Whole-time Directors

S.No.	Particulars of Remuneration	Remuneration to Wholetime Directors		Total
S.No.	Particulars of Remuneration	Mr. D. Hegde	Mr. T.G.B. Pinto	Total
1	Gross Salary
	(a) Salary u/s 17 (1) of the Income Tax Act, 1961	30,46,200	31,24,200	61,70,400
	(b) Valueofperquisitesu/s17(2)of the lncome Tax Act, 1961
	(c) Profits in lieu of salary u/s 17 (3) of the Income Tax Act, 1961
2	Stock Option
3	Sweat Equtiy
4	Commission as % of profit - other specify
5	Others (specify)
	(a) Incentive	3,52,500	3,52,500	7,05,000
	(b) Holiday Allowance	2,47,300	2,68,000	5,15,300
	(c) Contribution to Superannuation Fund	4,32,000	4,22,100	8,54,100
	(d) Contribution to Provident Fund	3,65,544	3,57,624	7,23,168
	(e) Medi-claim	33,790	33,790	67,580
	Total A	44,77,334	45,58,214	90,35,548
	Overall Ceiling as per the Companies Act, 2013			1,55,07,749

B. Remuneration to other Directors

S.No.	Particulars of Remuneration	Sankar Datta	Krishna Srinivasan	K. V. Sriram	R. Srinivasan	Mallika Srinivasan	N. Srinivasan	Toy Amount
1.	Independent Directors
	(a) Fee for attending Board and Committee Meetings	50,000	25,000	47,500	20,000			1,42,500
	(b) Commission*	1,75,000	1,75,000	1,75,000	1,75,000			7,00,000
	(c) Others, please specify
	Total (1)	2,25,000	2,00,000	2,22,500	1,95,000			8,42,500
2.	Other Non-Executive Directors
	(a) Fee for attending Board and Committee Meetings					27,500	62,500	90,000
	(b) Commission*					1,75,000	1,75,000	3,50,000
	(c) Others, please specify
	Total (2)					2,02,500	2,37,500	4,40,000
	Total (B) = (1 2)	2,25,000	2,00,000	2,22,500	1,95,000	2,02,500	2,37,500	12,82,500
	Total Managerial Remuneration (Total A B)							1,03,18,048
	Overall Ceiling as per the Companies Act, 2013 * Commission paid for the financial year 2017-18							1,55,07,749

C. Remuneration to Key Managerial Personnel other than MD / Manager / Whole-time Director

S.No.	Particulars of Remuneration	Remuneration to Key Managerial Personnel		Total
S.No.	Particulars of Remuneration	Chief Financial Officer S. Raghuraman	Company Secretary R.V. Sridharan	Total
1	Gross Salary
	(a) Salary u/s 17(1) of the lncome Tax Act, 1961	22,56,000	9,00,000	31,56,000
	(b) Value of perquisites u/s 17(2) of the lncome Tax Act, 1961
	(c) Profits in lieu of salary u/s 17(3) of the Income Tax Act, 1961
2	Stock Option
3	Sweat Equtiy
4	Commission
	(a) as % of profit
	(b) others, specify
5	Others (specify)
	(a) Incentive	2,92,250		2,92,250
	(b) Holiday Allowance	1,73,500		1,73,500
	(c) Contribution to Superannuation Fund	3,06,900		3,06,900
	(d) Contribution to Provident Fund	2,49,840		2,49,840
	(e) Medi-daim	26,869		26,869
	Total	33,05,359	9,00,000	42,05,359

(VIM) Penalties, Punishment / Compounding of Offences

Type	Section of the Companies Act	Brief Description	Details of penalty/ punishment/ compounding fees imposed	RD/NCLT/ Court	Appeal made, if any (give details)
A. COMPANY
Penalty
Punishment			Nil
Compounding
B. DIRECTORS
Penalty
Punishment			Nil
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment			Nil
Compounding

PROGRESS REPORT AND CROP HARVESTED

Year	Profit Rs.	Taxation Rs.	Net Profit after taxation Rs.	Tea Crop (made tea) Kg.	Dividend %
2014-2015	11,25,34,023	2,55,58,303	8,69,75,720	27,37,312	27%
2015-2016	13,55,90,744	3,33,18,490	10,22,72,254	29,26,635	27%
2016-2017	12,19,72,440	3,03,41,387	9,16,31,053	24,42,018	27%
2017-2018	15,30,07,701	3,15,03,780	12,15,03,921	29,96,514	27%
2018-2019	17,00,10,280	2,62,87,131	14,37,23,149	30,91,002	27%*

*Subject to confirmation of Re.1/- per share (10%) interim dividend paid already and approval of Rs. 1.70 per share (17%) final dividend by the members at the Annual General Meeting.

AREA OF ESTATES ARE AS FOLLOWS (Approximately in Hectares)

Division	Mature Tea	Immature Tea	Fuel Area and Wind Belts Rocks & Roads	Shola, Jungles, Frost Prone Areas, Frost Prone Area Maintenance	Total
ALLADA VALLEY	225.68	3.71	1.00	10.17	240.56
CHAMRAJ	127.07	-	1.00	19.96	148.03
DEVABETTA	172.50	-	2.00	18.12	192.62
KORAKUNDAH	273.00	5.00	128.00	520.86	926.86
ROCKLAND	19.75	-	-	-	19.75
TOTAL	818.00	8.71	132.00	569.11	1,527.82

Mar 31, 2018

DIRECTORS'' REPORT

Your Directors have pleasure in presenting the 96th Annual Report on the performance of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2018.

FINANCIAL RESULTS:	Rs. in lakhs
	31-03-2018	31-03-2017
Profit before finance cost, depreciation and tax	1,802.45	1490.49
Finance Cost	6.83	6.46
Depreciation	265.54	264.29
Profit before tax	1,530.08	1219.74
Provision for taxation (including deferred tax)	315.04	303.42
Profit for the year	1,215.04	916.32
Other Comprehensive Income	450.47	163.46
Total Comprehensive Income	1,665.51	1,079.78

Indian Accounting Standards (Ind AS)

Dividend

Transfer to Reserves

An amount of Rs.750 Lakhs has been transferred to General Reserve which now stands at Rs.7450 Lakhs.

Operations

The total quantity of tea manufactured during the year was higher at 29,96,514 Kgs as against 24,42,018 Kgs during the previous year. The rainfall during the year was 1082 mm as against 779 mm during the previous year.

The higher crop together with cost effective measures helped your Company to reduce the cost of production over the previous year. The increase in the quantity of made tea sold was around 12%. However, tea price remained subdued. The profit before tax for the year was higher at Rs.1,530.08 lakhs as against Rs.1,219.73 lakhs during the previous year.

The total exports during the year was 14,66,671 Kgs as against 13,72,489 Kgs during the previous year.

The profit for the year is after taking into consideration reversal of provision of Rs.208.89 lakhs made in the earlier years for diminution in the carrying value of investment in associate (since sold) which is no longer required; besides, migration to Ind AS effective this year has resulted in an increase in profit by Rs.169.82 lakhs.

Outlook

With the early onset of South West Monsoon the prospects of harvest of Greenleaf appears promising and barring unforeseen circumstances, the Company would record good performance during the current year as well.

Share Capital

The paid up capital of the Company as at 31st March, 2018 remains unchanged. Directors Responsibility Statement

As required by sub-section 5 of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of Annual Accounts for the year ended 31st March, 2018, the applicable Indian Accounting Standards have been followed without any material departures;

(b) such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit of the Company for that period;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively;

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

Directors and Key Managerial Personnel

Mr.Krishna Srinivasan and Mr.K.V.Sriram were re-appointed as Independent Directors of the Company by the members on 7th November 2017 through Postal Ballot for a term from 10th November 2017 up-to the conclusion of 100th Annual General Meeting to be held in 2022 or September 30th, 2022 whichever is earlier.

Mr.D.Hegde and Mr.T.G.B.Pinto would retire at the forthcoming Annual General Meeting by virtue of Article No.27of the Articles of Association and offer themselves for re-appointment. Upon being re-appointed they would continue to occupy the position of Whole-time Directors till their tenure of office.

Mr.K.Guruswamy, ceased to be the Company Secretary with effect from 30.09.2017. The Board of Directors appointed Mr.R.V.Sridharan as Company Secretary with effect from 3rd October 2017.

Particulars of Loan. Guarantees or Investments under Section 186

The Company has not given any loan or guarantee or made investments in any Body Corporate in terms of Section 186 of the Companies Act, 2013, during the financial year 2017-18.

Related Party Transactions

The Company had only one related party which was an associate with which it had no transaction during the year except consolidating its audited accounts for the year ended 31st March, 2018 with Company to the extent of share of investment. Since no transaction has been carried out with the related party, Form AOC 2 is not attached.

Material changes and Commitments between 31st March, 2018 and date of this report

There are no material changes and commitments affecting the financial position of the company which have occurred between 31st March, 2018 and the date of this report.

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

Details pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure -1

Investor Education and Protection Fund (IEPF)

The Company has transferred unclaimed and unpaid dividends amounting to Rs.1,40,376/- to the Investor Education and Protection Fund established by the Central Government during the Financial Year 2017-18. Pursuant to the applicable provisions of the Companies Act, 2013 read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules 2016, the Company transferred 44,244 shares of Company, in respect of which dividend has not been claimed for 7 consecutive years or more to the demat account of IEPF authority. The transfer was effected after sending notices to the concerned shareholders. The details are given in the Corporate Governance report forming part of the Annual Report.

Annual Return

Extract of Annual Return of the Company in Form MGT-9 is given as Annexure 4 to this report.

Number of Meetings of the Board

Seven meetings of the Board were held during the year the details of which are furnished in the Corporate Governance Report which forms part of this report.

Declaration by Independent Directors

Policy on appointment and remuneration of Directors

The Company''s policy on Directors'' appointment and remuneration remains unchanged which can be accessed on the Company''s website www.unitednilgiritea.com.

Committees of the Board

The Company has four Committees as mentioned below:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

A detailed note on the composition of the Board and its Committees and the meetings held during the financial year is provided in the Corporate Governance Report.

Auditors

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s K.S.Aiyar & Co. Statutory Auditors, Coimbatore in their report.

M/s K.S.Aiyar & Co., Chartered Accountants, Coimbatore were appointed as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the 95th Annual General Meeting till the conclusion of 100th Annual General Meeting by the members at the 95th Annual General Meeting held on 4th August 2017.

Pursuant to the Companies (Amendment) Act, 2017 and notification dated 7th May 2018 issued by the Ministry of Corporate Affairs, the ratification of appointment of Statutory Auditors at every Annual General Meeting by the members has been dispensed with.

Secretarial Audit Report

Secretarial Audit has been carried out by M/s L.K.Associates, Practicing Company Secretaries, Chennai and their report is annexed herewith (Annexure 5). There are no qualifications, reservations or adverse remark.

Risk Management

The Company has a robust risk management system. The strategic risks are Integrated with the business plan with mitigation measures. High impact operational and financial risks are reviewed by the management periodically and discussed at the Board Quarterly.

Corporate Social Responsibility (CSR)

CSR Policy and the annual report on CSR activities are given in Annexure 2. The Company''s policy on Corporate Social Responsibility is also available on the Company''s website www.unitednilgiritea.com.

Board Evaluation

Internal Financial Controls

The Company has effective Internal Financial Controls both at the Entity levels and process controls. The system and process which are in place in accordance with the requirement of both the Companies Act, 2013 and the guidance note of the Institute of Chartered Accountants of India. The Statutory Auditors have furnished their report on Internal Financial Controls which does not contain any adverse remark.

Report on Corporate Governance

A Report on Corporate Governance forms part of this report. The Auditors certificate on Corporate Governance is enclosed as annexure to this report.

Management Discussion and Analysis Report

Management Discussion and Analysis Report is given separately which forms part of this Report.

Particulars of Employees

Awards and Distinctions

Chamraj and Korakundah Estates have once again bagged four awards at the Golden Leaf India Awards held in Dubai in April, 2018.

Environmental Protection

The Company has been certified by the Rain Forest Alliance and UTZ in the area of environmental protection.

Industrial Relations

Industrial relations have been cordial during the year.

Public Deposits

The Company has not accepted or renewed any public deposit during the year.

Vigil Mechanism

The Company has a vigil mechanism details of which, can be accessed at the Company''s website www.unitednilgiritea.com.

Sexual Harassment of Women at Workplace

The Company''s policy on Sexual Harassment of women employees can be accessed at the Company''s website www.unitednilgiritea.com. No complaint was reported during the year under review.

Others

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Acknowledgement

The Board of Directors acknowledges the support received from the promoters, shareholders, bankers, suppliers, customers and employees at all levels.

	For and on behalf of the Board
Place:Chennai	MALLIKA SRINIVASAN
Date: 17th May 2018	CHAIRMAN

ANNEXURE-1

A. Conservation of Energy

1.	Steps taken or impact on conservation of energy	Efforts are taken to conserve energy to the best possible extent
2.	Steps taken by the Company for utilizing alternate source of energy
3.	Capital investment on energy conservation equipment	Nil

B. Technology Absorption

1.	Efforts made towards technology absorption	UPASI''s recommendation with respect to field practices and manufacturing process are adopted to the extent possible to achieve better results.
2.	Benefits derived like product improvement, cost reduction, product development, or import substitution	Improvement in the quality of raw material and the end product which ultimately helps in better realization
3.	Imported Technology	Nil
4.	Expenditure on R & D	Nil

C. Foreign Exchange Earnings and Outgo

Actual Inflow	Rs.26,29,80,566
Actual Outflow	Rs.99,08,321

ANNEXURE 2

REPORT ON CORPORATE SOCIAL RESPONSIBILITY

1. CSR Policy Objectives

The Company adopts the following objectives as part of its Corporate Social Responsibility:

(a) Promoting education, including special education and employment enhancing vocation skills especially among children, women, elderly and the differently-abled;

(b) Health Care and livelihood enhancement projects;

(e) Training to promote rural sports, nationally recognized sports, paralympic sports and Olympic sports;

(g) Rural Development Projects and Tribal Welfare.

The Company''s CSR Policy is uploaded on the website of the Company www.unitednilgiritea.com

2. Composition of CSR Committee

S.No	Name	Category	Designation
1	Ms. Mallika Srinivasan	Non-Executive Non-independent	Chairman
2	Mr. Sankar Datta	Non-Executive Independent	Member
3	Mr. D. Hegde	Whole-time Director	Member
4	Mr. T.G.B. Pinto	Whole-time Director	Member

3.	Average Net Profit of the Company in the last three financial years :	Rs.1291.70 lakhs
4.	Prescribed CSR Expenditure (2%) :	Rs.25, 85,000
5.	Details of expenditure spent towards CSR during the financial year 2017-18
	(a) Total amount to be spent for the financial year :	Rs.25, 85,000
	(b) Amount unspent, if any :	Nil
	(c) Manner in which the amount spent during the financial year is detailed below:

1	2	3	4	5	6	7	8
S.NO	CSR Project or activity identified	Sector in which the project is covered	Projects or programmes (1) Local Area or other (2) Specify the State and District where projects or programmes were undertaken	Amount /outlay/ budget (project or programme wise)	Amount spent on the projects or programmes Sub-heads 1 . Direct Expenditure on projects or Programmes 2. Overheads	Cumulative expenditure upto the reporting period	Amount spent direct or through implementing agency
1	Orphanage	Social Sector Refer 1(c) of the policy objectives	The Nilgiris District Tamil Nadu	Rs.16,50,000	Direct Expenditure Rs.16,09,378	Rs.52,11,869	Direct
2	Rural Development and Tribal Welfare Projects	Rural & Tribal Welfare Refer 1(g) of the policy objectives	The Nilgiris District, Tamil Nadu	Rs.1,35,000	Direct Expenditure Rs.1, 65,000	Rs.17,47,000	Direct
3	Public Medical Scheme	Social Sector Refer 1(b) of the policy objectives	The Nilgiris District, Tamil Nadu	Rs.8,00,000	Direct Expenditure Rs.8,11,018	Rs.8,11,018	Direct
		Total		Rs.25,85,000	Rs. 25,85,396	Rs.77,69,887

6. Responsibility Statement by CSR Committee

The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

	D.Hegde	Mallika Srinivasan
Chennai	Member	Chairman of the CSR Committee
17th May, 2018	DIN:00025468	DIN:00037022

ANNEXURE 3 PAYMENT OF REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

(Pursuant to Section 197 (12) of the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

Particulars of Employees:

(i) Employed throughout the year and was in receipt of remuneration not less than Rupees One Crore and two lakhs per annum:

There were no employees who were in receipt of remuneration exceeding Rupees One Crore and two lakhs per annum.

(ii) Employed for part of the year and was in receipt of remuneration not less than Rupees Eight Lakhs fifty thousand per month:

There were no employees who were in receipt of remuneration exceeding Rupees Eight Lakhs fifty thousand per month.

(iii) The ratio of remuneration of each Whole-time Director to the median remuneration of the employees of the Company for the financial year:

S.NO.	Name and Designation	Remuneration paid during the year 2017-18 (Rs. in lacs)	Ratio of remuneration to median remuneration of the employees
1.	Mr. D. Hegde, Whole-time Director	41.81	8.74
2.	Mr. T.G.B. Pinto, Whole-time Director	42.33	8.19

(iv) Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

There is no increase in remuneration of each Non Whole-time Director. The Chief Financial Officer and the two Whole-time Directors were given the normal and usual annual increment approved by the Board. Percentage increase in remuneration is not applicable to the Company Secretary, since he had joined the Company during the current financial year only.

(v) Percentage increase in the median remuneration of employees in the financial year:

Percentage increase in the median remuneration of employees in the financial year is 23.5%.

(vi) Number of permanent employees on the rolls of the Company:

Number of permanent employees on the rolls of the Company as on 31st March, 2018 is 1057.

(vii) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase of workmen, staff and managers was 20%. Two Whole-time Directors were given normal increase of 9% for the year.

(viii) Affirmation that remuneration is as per the Remuneration Policy of the Company:

It is affirmed that the remuneration is paid as per the remuneration policy of the Company.

ANNEXURE 4

EXTRACT OF ANNUAL RETURN IN FORM No. MGT - 9

[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

No	PARTICULARS
(i)	CIN	L01132TZ1922PLC000234
(ii)	REGISTRATION DATE	9th August 1922
(iii)	NAME OF THE COMPANY	THE UNITED NILGIRI TEA ESTATES COMPANY LIMITED
(iv)	CATEGORY/SUB CATEGORY OF THE COMPANY	PUBLIC LIMITED COMPANY
(v)	ADDRESS OF THE REGISTERED OFFICE AND CONTACT DETAILS	No.3, SAVITHRI SHANMUGAM ROAD, RACE COURSE, COIMBATORE - 641 018 PHONE: (0422) 2220566 FAX : (0422) 2222865 EMAIL: [email protected]
(vi)	WHETHER LISTED COMPANY	YES
(vii)	NAME, ADDRESS AND CONTACT DETAILS OF REGISTRAR AND SHARE TRANSFER AGENT	M/s. INTEGRATED REGISTRY MANAGEMENT SERVICES PRIVATE LIMITED, "KENCES TOWERS," 2nd FLOOR, No.1, RAMAKRISHNA STREET, NORTH USMAN ROAD, CHENNAI-600017 PHONE: (0422) 28140801, 02 and 03 FAX: (044) 281 42479 EMAIL: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

No	Name and description of main products/services	NIC Code of the product/ service	% to total turnover of the Company
1	TEA	09.0230	86%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

No.	Name and address of the Company	CIN	Holding/Subsidiary/ Associate	% of sharesheld	Applicable Section
1	Kuduma Fasteners Private Limited,	U28991KA1984	Associate	50.00%	2(6)
	41/42, Booma Sandra, Industrial Area,	PTC006227
	Hosur Road, Ankel Taluk,
	Bangalore - 560 099

(IV) SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category wise shareholding

	No.of shares held at the beginning of the year				No.of shares held at the end of the year				% change
Category of Shareholders	Demat	Physical	Total	% of total shares	Demat	Physical	Total	% of total shares	during the year
A. Promoters
(1) Indian
(a) Individual/HUF	2,38,821		2,38,821	4.78	2,38,821		2,38,821	4.78
(b) Central Government
(c) State Government
(d) Bodies Corporate	22,48,369		22,48,369	45.00	22,48,781		22,48,781	45.01	0.01
(e) Fis/Banks
(f) Any others
Trust
Sub-Total (A) (1)	24,87,190		24,87,190	49.78	24,87,602		24,87,602	49.79	0.01
(2) Foreign
(a) Individuals - NRI
(b) Others - Individuals
(c) Bodies Corporate
(d) Fis/Banks
(e) Any other
Sub-total (A) (2)
Total Shareholding of
Promoter (A) = (A)(1) (A)(2)	24,87,190		24,87,190	49.78	24,87,602		24,87,602	49.79	0.01
B. Public Shareholding
(1) Institutions
(a) Mutual Funds
(b) Fis/Banks		5,480	5,480	0.11		5,480	5,480	0.11
(c) Central Government
(d) State Government
(e) Venture Capital Funds
(f) Insurance Companies	8,46,514		8,46,514	16.94	8,46,514		8,46,514	16.94
(g) Flls
(h) Foreign Venture
Capital Investors
(i) Any Other (specify)
Sub-total (B) (1)	8,46,514	5,480	8,51,994	17.05	8,46,514	5,480	8,51,994	17.05
(2) Non Institutions
(a) Bodies Corporate
(i) Indian	1,16,684	1,215	1,17,899	2.36	77,898	1,215	79,113	1.58	(0.78)
(ii) Overseas
(b) Individuals
(i) Individual sharesholders
holding nominal share
capital upto Rs.1 lakh	6,69,134	3,76,302	10,45,436	20.92	6,32,372	3,49,685	9,82,057	19.65	(1.27)
(ii) Individual shareholders
holding nominal share
capital in excess of
Rs.1 lakh	1,03,971	90,946	1,94,917	3.90	1,57,050	90,946	2,47,996	4.96	1.06
(c) Others Specify
(a) Directors & their
relatives
(b) Foreign Nationals	3,003		3,003	0.06	3		3	0.00	(0.06)
(c) Non- Resident
Indians/OCBs	6,139	20,943	27,082	0.54	10,355	19,998	30,353	0.61	0.07
(d) Clearing Members	4,229		4,229	0.09	8,390		8,390	0.17	0.08
(e) Trusts		2,64,816	2,64,816	5.30		2,64,816	2,64,816	5.30
(f) IEPF					44,242		44,242	0.89	0.89
Sub-total (B)(2)	9,03,160	7,54,222	16,57,382	33.17	9,30,310	7,26,660	16,56,970	33.16	(0.01)
Total Public Shareholding
(B) = (B)(1) (B)(2)	17,49,674	7,59,702	25,09,376	50.22	17,76,824	7,32,140	25,08,964	50.21	(0.01)
C. Shares held by Custodian for
GDRs & ADRs	NA	NA	NA	NA	NA	NA	NA	NA	NA
Grand Total (A B C)	42,36,864	7,59,702	49,96,566	100.00	42,64,426	7,32,140	49,96,566	100.00

(ii) Shareholding of Promoters and Promoter Group

SI. No.	Shareholders Name	Shareholding at the beginning of the year			Shareholding at the end of the year			% change during the year
SI. No.	Shareholders Name	No of shares	% of total shares of the company	% of shares pledged/ encumbered to total shares	No of shares	% of total shares of the company	% of shares pledged/ encumbered to total shares	% change during the year
1.	Tractors and Farm Equipment Limited	8,55,067	17.11%	0.00	8,55,363	17.12%	0.00	0.01
2.	T.Stanes and Company Limited	8,36,308	16.74%	0.00	8,36,308	16.74%	0.00	0.00
3.	Amalgamations Private Limited	3,25,344	6.51%	0.00	3,25,460	6.51%	0.00	0.00
4.	Ms.Mallika Srinivasan	1,43,100	2.86%	0.00	1,43,100	2.86%	0.00	0.00
5.	Stanes Amalgamated Estates Limited	87,506	1.75%	0.00	87,506	1.75%	0.00	0.00
6.	Mr.Shriram Murali	76,185	1.52%	0.00	76,185	1.52%	0.00	0.00
7.	Simpson and Company Limited	61,506	1.23%	0.00	61,506	1.23%	0.00	0.00
8.	Addison & Company Limited	24,344	0.49%	0.00	24,344	0.49%	0.00	0.00
9.	Bimetal Bearings Limited	17,264	0.35%	0.00	17,264	0.35%	0.00	0.00
10.	Associated Printers (Madras) Private Limited	16,652	0.33%	0.00	16,652	0.33%	0.00	0.00
11.	Sri Rama Vilas Service Limited	10,934	0.22%	0.00	10,934	0.22%	0.00	0.00
12.	Southern Tree Farms Limited	7,520	0.15%	0.00	7,520	0.15%	0.00	0.00
13.	Mrs.Bhavani Krishnamoorthy	6,680	0.13%	0.00	6,680	0.13%	0.00	0.00
14.	Speed-A-Way Private Limited	3,224	0.06%	0.00	3,224	0.06%	0.00	0.00
15.	Simpson and General Finance Co.Ltd	2,700	0.05%	0.00	2,700	0.05%	0.00	0.00
16.	Mr.Sudarshan Venu	2,000	0.04%	0.00	2,000	0.04%	0.00	0.00
17.	Mr.A.Krishnamoorthy	732	0.01%	0.00	732	0.01%	0.00	0.00
18.	Mr.A.Krishnamoorthy	10,124	0.20%	0.00	10,124	0.20%	0.00	0.00
18.	Mr.A.Krishnamoorthy	24,87,190	49.78%	0.00	24,87,602	49.79%	0.00	0.01

(Mi) Change in Promoters'' shareholding (please specify, if there is no change)

Shareholders Name	Sharesholding at the beginning pf the year		Increase / Decrease		Cumulative Sharesholding during the year
Shareholders Name	No of shares	% of total shares of the company	No of shares	% of total shares of the company	No of shares	% of total shares of the company
Date wise increase/decrease in Promoters Shareholding during the year
Amalgamations Private Limited
PAN: AAACA2922N
Opening Balance as on 01.04.2017	3,25,344	6.511
Transfer of shares on 21.03.2018			116	0.002	3,25,460	6.513
Closing Balance as on 31.03.2018					3,25,460	6.513
Tractors and Farm Equipment Limited
PAN: AAACT2761Q
Opening Balance as on 01.04.2017	8,55,067	17.113
Transfer of shares on 15.02.2018			296	0.006	8,55,363	17.119
Closing Balance as on 31.03.2018					8,55,363	17.119

(iv) Shareholding Pattern of top 10 shareholders (other than directors, promoters and holders of GDRs and ADRs)

SI. No.	For each of the Top 10 Shareholders	Opening Balance	%	Increase / Decrease	%	Closing Balance	%
1.	Life Insurance Corporation of India
	PAN: AAACL0582H
	Opening Balance as on 01.04.2017	7,71,496	15.441
	Closing Balance as on 31.03.2018					7,71,496	15.441
2.	Trustees, T.Stanes & Co.Ltd Staff Pension Fund
	Opening Balance as on 01.04.2017	2,64,816	5.300
	Closing Balance as on 31.03.2018					2,64,816	5.300
3.	United India Insurance Company Limited
	PAN:AAACU5552C
	Opening Balance as on 01.04.2017	75,018	1.501
	Closing Balance as on 31.03.2018					75,018	1.501
4.	Ayesha Adi Madan
	PAN: AAFPM 3507 R
	Opening Balance as on 01.04.2017	30,878	0.618
	Closing Balance as on 31.03.2018					30,878	0.618
5.	Mahendra Girdharilal
	PAN:AAAPW1327L
	Opening Balance as on 01.04.2017	27,889	0.558
	Closing Balance as on 31.03.2018					27,889	0.558
6.	Margaretha Henrica Maria Wadia Hendriks
	Opening Balance as on 01.04.2017	19,740	0.395
	Closing Balance as on 31.03.2018					19,740	0.395
7.	Emerging Securities Private Limited
	PAN: AAACE 0195 R
	Opening Balance as on 01.04.2017	18,312	0.366
	Transfer of shares on 04.08.2017			2,000	0.040	20,312	0.407
	Transfer of shares on 03.11.2017			1,200	0.024	21,512	0.431
	Transfer of shares on 10.11.2017			800	0.016	22,312	0.447
	Closing Balance as on 31.03.2018					22,312	0.447
8.	Mehroo Phiroze Vaghaiwala
	PAN: AADPV7091B
	Opening Balance as on 01.04.2017	18,224	0.365
	Closing Balance as on 31.03.2018					18,224	0.365
9.	Lakshmanan P.CT.
	Opening Balance as on 01.04.2017	18,000	0.360
	Closing Balance as on 31.03.2018					18,000	0.360
10.	Isabella M DSouza
	Opening Balance as on 01.04.2017	16,038	0.321
	Closing Balance as on 31.03.2018					16,038	0.321

(v) Shareholding of Directors and Key Managerial Personnel

For each of the Directors and KMP	Shareholding at the beginning of the year		Cumulative Shareholding
For each of the Directors and KMP	No. of Shares	%	No. of Shares	%
At the beginning of the year
DIRECTORS
Ms.Mallika Srinivasan	1,43,100	2.87%	1,43,100	2.87%
Mr.N.Srinivasan	2,002	0.04%	2,002	0.04%
Mr.D. Hedge	2,224	0.04%	2,224	0.04%
Mr.T.G.B.Pinto	2,950	0.06%	2,950	0.06%
KEY MANAGERIAL PERSONNEL
Mr.S. Raghuraman	1,002	0.02%	1,002	0.02%
	1,51,278	3.03%	1,51,278	3.03%
At the end of the year
DIRECTORS
Ms.Mallika Srinivasan	1,43,100	2.87%	1,43,100	2.87%
Mr.N. Srinivasan	2,002	0.04%	2,002	0.04%
Mr.D. Hedge	2,224	0.04%	2,224	0.04%
Mr.T.G.B.Pinto	2,950	0.06%	2,950	0.06%
KEY MANAGERIAL PERSONNEL
Mr.S. Raghuraman	1,002	0.02%	1,002	0.02%
	1,51,278	3.03%	1,51,278	3.03%

(VI) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment - NIL

(VII) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Remuneration to Whole-time Directors

S.No.	Particulars of Remuneration	Remuneration to Wholetime Directors		Total
S.No.	Particulars of Remuneration	Mr. D. Hegde	Mr. T.G.B. Pinto	Total
1	Gross Salary (a) Salaryu/s17(1)of the lncome Tax Act, 1961 (b) Valueofperquisitesu/s17(2)of the lncome Tax Act, 1961 (c) Profits in lieu of salary u/s 17 (3) of the Income Tax Act, 1961	28,32,600	29,02,600	57,35,200
2	Stock Option
3	Sweat Equtiy
4	Commission as % of profit - other specify
5	Others (speficy) (a) Incentive	3,52,500	3,52,500	7,05,000
	(b) Holiday Allowance	2,47,300	2,41,800	4,89,100
	(c) Contribution to Superannuation Fund	4,00,950	3,91,050	7,92,000
	(d) Contribution to Provident Fund	3,39,912	3,31,992	6,71,904
	(e) Medi-claim	8,175	13,329	21,504
	Total A	41,81,437	42,33,271	84,14,708
	Overall Ceiling as per the Companies Act, 2013			1,47,16,106

B. Remuneration to other Directors

S.NO.	PARTICULARS OF REMUNERATION	Sankar Datta	Krishna Srinivasan	K. V. Sriram	R. Srinivasan	R. Subramaniyan	Mallika Srinivasan	N. Srinivasan	Total Amount
1.	Independent Directors (a) Fee for attending Board and Committee Meetings	70,000	32,500	57,500	35,000				1,95,000
	(b) Commission*	1,75,000	1,75,000	1,75,000	29,000	1,02,000			6,56,000
	(c) Others, please specify
	Total (1)	2,45,000	2,07,500	2,32,500	64,000	1,02,000			8,51,000
2.	Other Non-Executive Directors
	(a) Fee for attending Board and Committee Meetings						40,000	80,000	1,20,000
	(b) Commission*						1,75,000	1,75,000	3,50,000
	(c) Others, please specify
	Total (B) = (1 2)	2,45,000	2,07,500	2,32,500	64,000	1,02,000	2,15,000	2,55,000	13,21,000
	Total Managerial Remuneration								97,35,708
	Overall Ceiling as per the Companies Act, 2013								1,61,87,717
	* Commission paid for the financial year 2016-17

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD

S.No.	Particulars of Remuneration	Remuneration to Key Managerial Personnel			Total
S.No.	Particulars of Remuneration	CFO S. Raghuraman	Company Secretary R.V. Sridharan*	Company Secretary K. Guruswamy #	Total
1	Gross Salary (a) Salaryu/s17(1)of the lncome Tax Act, 1961 (b) Value of perquisites u/s 17 (2) of the Income Tax Act, 1961 (c) Profits in lieu of salary u/s 17 (3) of the Income Tax Act, 1961	18,96,000	4,50,000	3,00,000	26,46,000
2	Stock Option
3	Sweat Equtiy
4	Commission (a) as % of profit (b) others, specify
5	Others (Specify)
	(a) Incentive	2,92,250			2,92,250
	(b) Holiday Allowance	1,43,500			1,43,500
	(c) Contribution to Superannuation Fund	2,55,600			2,55,600
	(d) Contribution to Provident Fund	2,06,640			2,06,640
	(e) Medi-claim	7,462			7,462
	Total	28,01/452	4,50,000	3,00,000	35,51,452

* Remuneration for part of the year. Mr.R.V.Sridharan joined the Company on 03.10.2017.

# Mr.K.Guruswamy left the services of the Company with effect from 30.09.2017.

(viii) Penalties, Punishment/Compunding of Offences

Type	Section of the Companies Act	Brief Description	Details of penalty/ punishment/ compounding fees imposed	RD/NCLT/ Court	Appeal made, if any (give details)
A. COMPANY
Penalty
Punishment			Nil
Compounding
B. DIRECTORS
Penalty
Punishment			Nil
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment			Nil
Compounding

PROGRESS REPORT AND CROP HARVESTED

Year	Profit Rs.	Taxation Rs.	Net Profit after taxation Rs.	Tea Crop (made tea) Kg.	Dividend %
2012-2013	7,04,07,225	1,29,58,062	5,74,49,163	23,60,005	23%
2013-2014	10,06,15,906	2,30,16,182	7,75,99,723	26,98,451	27%
2014-2015	11,25,34,023	2,55,58,303	8,69,75,720	27,37,312	27%
2015-2016	13,55,90,744	3,33,18,490	10,22,72,254	29,26,635	27%
2016-2017	12,19,72,440	3,03,41,387	9,16,31,053	24,42,018	27%
2017-2018	15,30,07,701	3,15,03,780	12,15,03,921	29,96,514	*27%

*Subject to confirmation of Rs.1/- per share (10%) interim dividend paid already and approval of 1.70 per share (17%) final dividend by the members at the Annual General Meeting.

AREA OF ESTATES ARE AS FOLLOWS (Approximately in Hectares)

Division	Mature Tea	Immature Tea	Fuel Area and Wind Belts Rocks & Roads	Shola, Jungles, Frost Prone Areas,	Total
ALLADA VALLEY	220.35	3.71	1.00	10.17	235.23
CHAMRAJ	123.07	4.00	1.00	19.96	148.03
DEVABETTA	172.50	-	2.00	18.12	192.62
KORAKUNDAH	273.00	5.00	128.00	520.86	926.86
ROCKLAND	17.33	-	-	-	17.33
TOTAL	806.25	12.71	132.00	569.11	1520.07

Mar 31, 2016

The Directors have pleasure in presenting the 94^th Annual Report on the performance of the Company together with the Statement of Profit and Loss for the year ended 31^st March 2016 and the Balance Sheet as at that date and the Cash Flow Statement for the year together with the Auditorsâ Report thereon.

FINANCIAL RESULTS :	Rs. in lakhs
FINANCIAL RESULTS :	2015-2016	2014-2015
Profit before Finance Cost, Depreciation and Tax	1,623.08	1,377.12
Finance Cost	0.29	4.13
Depreciation	266.88	247.66
Profit Before Tax	1,355.91	1,125.33
Provision for Taxation (including Deferred Tax)	333.19	255.58
Profit for the year	1,022.72	869.75

Dividend :

Your Directors have recommended a Final Dividend of Rs.1.70 per Share (17%) which together with the Interim Dividend of Re.1/- per Share (10%) already paid, makes for a total dividend of Rs.2.70 per share (27%) for the year ended 31^st March 2016 [Previous year Rs.2.70 per Share (27%)].

Transfer to Reserves :

A transfer of Rs.850 lacs has been made to the General Reserve which now stands at Rs.6,000 lacs.

Operations :

The total quantity of tea manufactured during the year increased to 29,26,635 Kgs from 27,37,312 Kgs in the previous year. Rainfall during the year was favourable at 1326 mm as against 1287 mm during the previous year.

Your Directors are glad to report that your Company has achieved a record profit of Rs.1,355.91 lacs in the year under review as against Rs.1,125.33 lacs during the previous year. This has been possible because of improved price realization through a focus on specialty teas and quality enhancement. License fees from the Commercial building at Coimbatore was also higher.

Exports encountered weak demand for orthodox black tea. However, the export of organic tea during the year was higher by 13% on the brand strength of the teas resulting in the average price realization being higher.

With a continued focus on quality, the Company endeavours to keep abreast of changing customer preferences towards meeting these expectations. Rising labour costs continue to be challenging and calls for innovations in productivity.

Directors and Key Managerial Personnel :

Mr.D.Hegde and Mr.T.G.B.Pinto, Whole-time Directors, Mr.S.Raghuraman, Chief Financial Officer and Mr.K.Guruswamy,Company Secretary are the key managerial personnel of the Company.

Mr.D.Hegde and Mr.T.G.B.Pinto, Whole-time Directors are retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

The policy regarding performance evaluation of Board of Directors and its Committees and Independent Directors is available in the Companyâs website www.unitednilgiritea.com.

The Nomination and Remuneration Committee has evaluated the performance of Whole - time Directors, the Chairman of the Board as well as other non-whole time Directors and ^ submitted its report to the Chairman of the Board.

Directors Responsibility Statement :

As required by Section 134 (3) (c) of the Companies Act 2013, your Directors confirm that:

(a) in the preparation of the Annual Accounts for the year ended 31^st March 2016, the applicable Accounting Standards have been followed along with proper explanation relating to material departures ;

(b) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date ;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis ;

(e) proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively;

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

Particulars of Employees :

Particulars as required by Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure - 3.

There is no employee attracting the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Particulars of Loan, Guarantees or Investments under Section 186 :

The Company has not given any loan or guarantee or made investments in any body corporate in terms of Section 186 of the Companies Act, 2013 during the financial year 2015-16.

Related Party Transactions :

The Company has no related party and has only one Associate with which it had no transaction during the year. Hence, Form AOC 2 is not attached.

Material changes and Commitments between 31st March 2016 and date of this report :

There are no material changes and commitments affecting the financial position of the company which have occurred between 31^st March 2016 and the date of this report.

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

Details containing the Conservation of Energy, Technology Absorption and Foreign Exchange earnings are given in Annexure - 1.

Risk Management :

The Company has robust risk management system. The strategic risks are integrated with the business plan with mitigation measures. High impact operational and financial risks are reviewed and addressed by the management and the Board periodically.

Board and its Committees :

A detailed note on the composition of the Board and its committees and the meetings held during the financial year is provided in the Corporate Governance Report.

Independent Director Declaration :

All the Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(7) of the Companies Act, 2013.

Internal Financial Controls :

The Company has effective Internal Financial Controls both at the Entity levels and process controls. The system and process witch are in place are in accordance with the requirement of both the Companies Act, 2013 and the guidance note of the Institute of Chartered Accountants of India. The Statutory Auditors have furnished their report on Internal Financial Control which does not contain any adverse remark.

Report on Corporate Governance and Management Discussion:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the auditors certificate on Corporate Governance is enclosed as annexure to this report.

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, management discussion and analysis report is set out in this report.

Corporate Social Responsibility:

The Policy on Corporate Social Responsibility is available in the Companyâs website:www.unitedn ilgiritea.com.

The Annual Report on CSR activities is given in Annexure - 2.

Awards and Distinctions .

Your Directors are happy to record that Chamraj Orthodox Whole Leaf and Korakundah Organic- Orthodox Fannings, Organic - Orthodox Whole Leaf, Green Tea - Whole Leaf, Green Tea - Fannings have won awards at the Golden Leaf India Awards - Southern Tea Competition 2016.

Environmental Protection :

The Company has been certified by Rain Forest Alliance and UTZ in the area of environmental protection.

Industrial Relations :

Industrial relations have been cordial during the year.

Public Deposits :

The Company has not accepted or renewed any public deposit during the year. No amount of principal or interest was outstanding as on the Balance Sheet date.

Auditors:

The re-appointment of M/s.Fraser & Ross, Chartered Accountants (Firm Registration No. 000829S) as Statutory Auditors for the financial year 2016-17 requires ratification of the shareholders at the ensuing Annual General Meeting.

The audit report issued by the Statutory Auditors on the Financial Statements for the year under review does not contain any qualification, reservation or adverse remark.

Vigil Mechanism:

The Company has a vigil mechanism which can be accessed at the Companyâs website www.unitednilgiritea.com.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act :

The Companyâs policy on Sexual Harassment can be accessed at the Companyâs website www.unitednilgiritea.com. No complaint was reported in this regard during the year under review.

Extract of Annual Return :

Extract of Annual Return of the Company in Form MGT-9 is given as Annexure 4 to this Report.

Secretarial Audit Report:

A Secretarial Audit Report as required in terms of the provisions of Section 204 of the Companies Act, 2013 has been carried out by a firm of Practicing Company Secretaries and their report is annexed herewith and the report does not contain any qualification, reservation or adverse remark.

Others :

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

Acknowledgement :

The Board of Directors acknowledges the support received from the promoters, shareholders, bankers, suppliers, customers and employees at all levels.

(For and on behalf of the Board)

Chennai MALLIKA SRINIVASAN

21^st May 2016 CHAIRMAN

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 93rd Annual Report on the performance of the Company together with the Statement of Profit and Loss for the year ended 31st March 2015 and the Balance Sheet as at that date and Cash Flow Statement for the year together with the Auditors'' Report thereon.

FINANCIAL RESULTS: Rs. in lakhs

2014-2015 2013-2014

Profit before Finance Cost, 1377.12 1227.29 Depreciation and Tax

Finance Cost 4.13 7.03

Depreciation 247.66 214.10

Profit Before Tax 1125.33 1006.16

Provision for Taxation 255.58 230.16 (including Deferred Tax)

Profit for the year 869.75 776.00

Dividend:

Your Directors have recommended a Final Dividend of Rs.1.70 per Share (17%) which together with an Interim Dividend of Re.1/- per Share (10 %) already paid, making a total dividend of Rs.2.70 per share (27%) for the year ended 31st March 2015.

Transfer to Reserves :

A transfer of Rs.650.30 lacs has been made to the General Reserve which now stands at Rs.5150 lacs.

Operations:

The total quantity of tea manufactured during the year was 27,37,312 Kg as against 26,98,451 Kg during the previous year. Rainfall during the year was 1287 mm.

Your Company has achieved a record profit of Rs.1,125.34 lacs as against Rs.1,006.16 lacs during the previous year improved product mix with respect to varieties of tea and full years'' license fees from the Commercial Building at Coimbatore.

The total exports during the year was 16,16,193 kg as against 15,81,627 kg during the previous year, reflecting the growing demand for Company''s organic teas in the overseas markets.

There is good demand for green tea in the domestic market. Your Company has also been focusing on value added and speciality tea to cater to both domestic and export market.

Increasing adoption of mechanical harvesting of green leaf at the plantations, focusing on more automation in factories to ensure better quality production and focused efforts to increase sales both domestic and export in identified segments would augment both turnover and profitability.

Directors and Key Managerial Personnel:

The shareholders at the Extra Ordinary General Meeting held on 10th November 2014, appointed Mr Krishna Srinivasan and Mr K V Sriram as Independent Directors for a period of three years with effect from 10th November 2014.

Ms.Mallika Srinivasan and Mr.N.Srinivasan, Directors are retiring by rotation and are eligible for re-appointment.

Mr.S. Raghuraman, General Manager (Finance) & Company Secretary has been appointed as the Chief Financial Officer of the Company with effect from 1st October 2014 ;

Mr.K.Guruswamy has been appointed as the Company Secretary with effect from 1st October 2014;

Directors Responsibility Statement:

As required by sub-section 5 of Section 134 of the Companies Act 2013, your Directors confirm that:

(a) in the preparation of the Annual Accounts for the year ended 31st March 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures ;

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

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

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

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

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

Particulars of Employees:

There is no employee attracting the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Particulars of Loan Guarantees or Investments under Section 186 :

The Company has not given any loan or guarantee or made investments in any body corporate in terms of Section 186 of the Companies Act, 2013 during the financial year 2014-15.

Related Party Transactions :

The Company had not entered into any material contract / arrangements with related parties during the Financial Year 2014-15 which are not in the normal course of business and all transactions are on an arm''s length basis.

Disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in sub-sec (1) of Sec 188 of the Companies Act, 2013 in Form AOC-2 is given in Annexure-1.

Material changes and Commitments between 31st March 2015 and date of this report:

There are no material changes and commitments affecting the financial position of the company which have occurred between 31st March 2015 and the date of this report.

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

Details containing the Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo are given in Annexure-2.

Risk Management:

The Company has robust risk management system. The strategic risks are integrated with the business plan with mitigation measures. The strategic risks with the status of the mitigation measures are reviewed by the board quarterly. High impact operational and financial risks are reviewed by the management periodically and discussed at the board quarterly.

Board and its Committees

The details of the meetings of the Board and its committees held during the financial year, the composition of the committees and the details of committee meetings are detailed out in the Corporate Governance Report.

Independent Director Declaration :

All the Independent Directors have given declaration in terms of Section 149(7) of the Companies Act, 2013.

Internal Financial Controls:

The Company is in compliance with the requirements of Companies Act,2013 with regard to the Internal Financial Controls which embraces adherence to Company''s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of financial information. Internal Controls are designed to cover financial matters, operational areas besides fraud prevention mechanism. The Company has appointed an external audit firm as Internal Auditors whose scope includes to give reasonable comfort to the Audit Committee that the Internal Financial Controls are adequate and operating effectively.

The Board opines that the internal controls of the Company for preparation of financial statements are adequate and sufficient.

Report on Corporate Governance and Management Discusssion:

The matters relating to Corporate Governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report.

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the above report.

Corporate Social Responsibility:

Over the years, your Company has been taking initiatives and contributing to many social causes such as Education to the children of the villages around the estate through the running of to well established schools, health-care through a well established hospital, running of a home for orphan children besides environment protection. These initiatives and efforts are largely the effort of the proactive management and promoters of the Company and have been in practice over many decades while being continuously upgrading annually.

The Annual Report on CSR activities is given in Annexure-3.

Performance Evaluation of the Board and Committees :

The Board on the recommendation of the Nomination and Remuneration Committee has laid down a policy on appointment of Directors and remuneration for the Directors, Key Managerial Personnel and other Employees. The same is enclosed as Annexure- 4 to this report.

The details of annual evaluation made by the Board of its own performance and that of its committees and individual Directors and performance criteria for Independent Director laid down by Nomination and Remuneration Committee are enclosed as Annexure 5 to this report.

Awards and Distinctions:

Your Directors are happy to record that Chamraj Winter Tea, Chamraj Delicate Green Tea, and Korakundah Organic Green Tea have won awards at Great Taste Awards 2014 at United Kingdom conducted by Guild of Fine Foods, United Kingdom.

Environmental Protection:

The Company has been certified by Rain Forest Alliance and UTZ in recognition of environmental protection.

Industrial Relations:

Industrial relation has been cordial during the year.

Public Deposits:

The Company repaid the entire deposits during the year. The Company has not received any fresh deposits during the Financial Year 2014-15.

Auditors:

The audit report issued by the Statutory Auditors on the Financial Statements of the financial year does not contain any qualification, reservation or adverse remark.

M/s. Fraser & Ross, Statutory Auditors (Firm Registration No 000829S) of the Company retire at the ensuing Annual General Meeting. The Board had approved their appointment as ''Statutory Auditors for the next two Annual General Meetings of the Company, subject to the approval of the Shareholders.

The Company has received a certificate from the auditors to the effect that their appointment, if made, would be in accordance with the provisions of the Companies Act, 2013, and they are not disqualified in terms of provisions of the Companies Act, 2013, from being appointed as Statutory Auditors of the Company.

Vigil Mechanism:

The Company has implemented a vigil mechanism to provide a framework for the Company''s employees and Directors to promote responsible and secure whistle blowing. It protects employees who raise a concern about serious irregularities within the Company. The details of the mechanism can be accessed at Company''s website "unitednilgiritea.com".

Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act :

Your Company has framed a policy on Sexual Harassment to ensure a free and fair enquiry process on complaints received from the employees against Sexual Harassment. No complaint was reported in this regard during the year under review.

Extract of Annual Return :

Extract of Annual Return of the Company in Form MGT-9 is given as Annexure 6 to this Report.

Secretarial Audit Report:

A Secretarial Audit Report as required in terms of provisions of Section 204 of the Companies Act, 2013 has been carried out by a firm of Practising Company Secretaries and their report is annexed herewith and such report does not contain any qualification, reservation or adverse remark.

Others :

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Acknowledgement:

The Board of Directors acknowledges the support received from the promoters, shareholders, bankers, suppliers, customers and employees at all levels.

(For and on behalf of the Board)

MALLIKA SRINIVASAN CHAIRMAN Chennai 15th May 2015

Mar 31, 2014

FINANCIAL RESULTS : Rs. in lakhs

	2015-2016	2014-2015
Profit before Finance Cost, Depreciation and Tax	1,623.08	1,377.12
Finance Cost	0.29	4.13
Depreciation	266.88	247.66
Profit Before Tax	1,355.91	1,125.33
Provision for Taxation (including Deferred Tax)	333.19	255.58
Profit for the year	1,022.72	869.75

Dividend :

Transfer to Reserves :

A transfer of Rs.850 lacs has been made to the General Reserve which now stands at Rs.6,000 lacs.

Operations :

The total quantity of tea manufactured during the year increased to 29,26,635 Kgs from 27,37,312 Kgs in the previous year. Rainfall during the year was favorable at 1326 mm as against 1287 mm during the previous year.

With a continued focus on quality, the Company endeavors to keep abreast of changing customer preferences towards meeting these expectations. Rising labour costs continue to be challenging and calls for innovations in productivity.

Directors and Key Managerial Personnel :

Mr.D.Hegde and Mr.T.G.B.Pinto, Whole-time Directors, Mr.S.Raghuraman, Chief Financial Officer and Mr.K.Guruswamy,Company Secretary are the key managerial personnel of the Company.

Mr.D.Hegde and Mr.T.G.B.Pinto, Whole-time Directors are retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

The policy regarding performance evaluation of Board of Directors and its Committees and Independent Directors is available in the Companyâs website www.unitednilgiritea.com.

The Nomination and Remuneration Committee has evaluated the performance of Whole - time Directors, the Chairman of the Board as well as other non-whole time Directors and submitted its report to the Chairman of the Board.

Directors Responsibility Statement :

As required by Section 134 (3) (c) of the Companies Act 2013, your Directors confirm that:

(d) the annual accounts have been prepared on a going concern basis ;

(e) proper internal financial controls to be followed by the Company have been laid down and that the financial controls are adequate and were operating effectively;

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

Particulars of Employees :

Particulars as required by Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure - 3.

There is no employee attracting the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Particulars of Loan, Guarantees or Investments under Section 186 :

The Company has not given any loan or guarantee or made investments in any body corporate in terms of Section 186 of the Companies Act, 2013 during the financial year 2015-16.

Related Party Transactions :

The Company has no related party and has only one Associate with which it had no transaction during the year. Hence, Form AOC 2 is not attached.

Material changes and Commitments between 31st March 2016 and date of this report :

There are no material changes and commitments affecting the financial position of the company which have occurred between 31^st March 2016 and the date of this report.

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

Details containing the Conservation of Energy, Technology Absorption and Foreign Exchange earnings are given in Annexure - 1.

Risk Management :

Board and its Committees :

A detailed note on the composition of the Board and its committees and the meetings held during the financial year is provided in the Corporate Governance Report.

Independent Director Declaration :

All the Independent Directors have given declarations that they meet the criteria of independence as provided in Section 149(7) of the Companies Act, 2013.

Internal Financial Controls :

The Company has effective Internal Financial Controls both at the Entity levels and process controls. The system and process which are in place are in accordance with the requirement of both the Companies Act, 2013 and the guidance note of the Institute of Chartered Accountants of India. The Statutory Auditors have furnished their report on Internal Financial Control which does not contain any adverse remark.

Report on Corporate Governance and Management Discussion:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 the auditors certificate on Corporate Governance is enclosed as annexure to this report.

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, management discussion and analysis report is set out in this report.

Corporate Social Responsibility:

The Policy on Corporate Social Responsibility is available in the Companyâs website :www.unitedn ilgiritea.com.

The Annual Report on CSR activities is given in Annexure - 2.

Awards and Distinctions .

Your Directors are happy to record that Chamraj Orthodox Whole Leaf and Korakundah Organic- Orthodox Fanningâs, Organic - Orthodox Whole Leaf, Green Tea - Whole Leaf, Green Tea - Fannings have won awards at the Golden Leaf India Awards - Southern Tea Competition 2016.

Environmental Protection :

The Company has been certified by Rain Forest Alliance and UTZ in the area of environmental protection.

Industrial Relations :

Industrial relations have been cordial during the year.

* Public Deposits :

The Company has not accepted or renewed any public deposit during the year. No amount of principal or interest was outstanding as on the Balance Sheet date.

Auditors:

The audit report issued by the Statutory Auditors on the Financial Statements for the year under review does not contain any qualification, reservation or adverse remark.

Vigil Mechanism:

The Company has a vigil mechanism which can be accessed at the Companyâs website www.unitednilgiritea.com.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act :

The Companyâs policy on Sexual Harassment can be accessed at the Companyâs website www.unitednilgiritea.com. No complaint was reported in this regard during the year under review.

Extract of Annual Return :

Extract of Annual Return of the Company in Form MGT-9 is given as Annexure 4 to this Report.

Secretarial Audit Report:

Others :

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companyâs operations in future.

Acknowledgement :

The Board of Directors acknowledges the support received from the promoters, shareholders, bankers, suppliers, customers and employees at all levels.

(For and on behalf of the Board)

Chennai MALLIKA SRINIVASAN

21^st May 2016 CHAIRMAN

Mar 31, 2013

The Directors have pleasure in presenting the 91st Annual Report on the performance of the Company together with the Statement of Profit and Loss for the year ended 31st March 2013 and the Balance Sheet as at that date together with the Auditors'' Report thereon.

FINANCIAL RESULTS :

Rs. in lakhs

2012-2013 2011-2012

Profit before Interest, Depreciation and Tax 841.83 624.02

Finance Cost 21.91 5.80

Depreciation and amotisation 115.85 97.45

Profit Before Tax 704.07 520.77

Provision for Taxation (including Deferred Tax) 129.58 98.43

Profit for the year 574.49 422.34

Add: Surplus forward from previous year 426.12 179.61

Available for appropriation 1000.61 601.95

Appropriations:

Interim Dividend 49.97 49.97

Proposed Final Dividend 64.96 64.96

Tax on distribution of Dividend 18.65 18.65

Transfer to General Reserve 57.45 42.25

Surplus carried forward 809.58 426.12

1000.61 601.95

DIVIDEND :

Your Directors have recommended a Final Dividend of Rs.1.30 per Share (13%) which together with an Interim Dividend of Re.1.00 per Share (10%) already paid, aggregate to Rs.2.30 per share (23%) for the year ended 31st March 2013 [Previous year Rs.2.30 per Share (23%)].

OPERATIONS:

Your Company''s Estates have faced unprecedented severe drought during the year. As against a normal average rainfall of 1250 mm, the rainfall during the year was only 793 mm. The total quantity of Tea manufactured during the year was 23,60,005 Kg. as against 24,82,230 Kg. during the previous year.

Despite poor monsoon, your Company has achieved net profit of Rs.704.07 lacs as against 520.77 lacs during the previous year mainly on account of economic efficiency in operations, better product mix and improved price realization.

The average price realization at the domestic and export markets were higher than the previous financial year by around 28%.

Total export of Tea during the year was 11,51,186 Kg. as against 12,85,039 Kg. during last year. However, there was good demand for organic tea from overseas customers which enabled your Company to export 3,65,792 Kg. of organic tea during the year as against 3,31,189 Kg. last year.

With a view to improving performance, your Company has focused more on manufacturing Organic Tea including Green Tea and Value added teas. With increase in export of Organic Tea, Value added teas, together with cost control measures and the income from property let-out, the performance of your Company for the current financial year would appear favourable subject, however, to receipt of normal monsoon.

AWARDS AND DISTINCTIONS:

Your Directors are happy to record that Korakundah and Chamraj Estate have won five awards at The Golden Leaf India Awards - Southern Tea Competition 2013 held at Coonoor, India. Chamraj Winter Delight and Korakundah Organic Frost teas have won awards at Great Taste Awards 2012 at United Kingdom conducted by Gild of Fine Foods, United Kingdom.

COMMERCIAL PROPERTY:

The commercial building at Coimbatore has been licensed to a leading retail group and they have started their operations effective 18lh February 2013. The revenue from the building has started accruing to the Company since that date. The financials of the coming year would reflect the rental income for the full year.

DIRECTORS:

Ms. Mallika Srinivasan, and Mr. N.Srinivasan, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by sub-section 2AA of Section 217 of the Companies Act 1956, your Directors confirm that : in the preparation of the Annual Accounts for the year ended 31s" March 2013, the applicable Accounting Standards have been followed ; the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial year and the profit for the year; the Directors had 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;

The Annual Accounts have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION:

The matters relating to Corporate Governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report.

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the above report.

COE/CFO CERTIFICATE:

As provided in Clause 49 of the Listing Agrement, the certificate from the two Whole-time Directors Mr. D. Hegde and Mr. T.G.B. Printo and General Manager (Finance) and Company Secretary, Mr. S. Raghuraman was placed before the Board of Directors at their meeting held on 7th May 2013 and taken on record.

CORPORATE SOCIAL RESPONSIBILITY:

The Chamraj Sivasailam Garden Hospital has treated 6,517 outside patients and 1,186 in-patients besides own estate staff and workers. Dentistry and the Ophthalmology have also been introduced at the hospital. The services rendered by the hospital is well appreciated by the community.

Five Primary Schools and a Higher Secondary School run by the estate offer both English and Tamil medium of education. Of the total of over 1200 students, 65% are from the local community. The results in the public examinations are quite impressive. Increasing number of students are pursuing higher / vocational education. A new building has been constructed at the school to house a dining room for boys and girls and an indooor games room on the first floor.

Two orphanages run by the estates continue to render useful service to the needy children.

The Company''s Labour welfare practices are far more than the statutory requirements which are well recognized by prestigious plantation labour welfare international organization viz. Fairtrade Labelling Organization.

ENVIRONMENTAL PROTECTION:

The Company has been certified by Rain Forest Alliance and UTZ in recognition of environmental protection.

INDUSTRIAL RELATIONS:

The labour relations were cordial during the year.

FIXED DEPOSITS:

The aggregate Deposits from public as on 31st March 2013 was Rs.43,88,000/-. There is no unclaimed / overdue deposit.

PARTICULARS OF EMPLOYEES:

There is no employee attracting the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

AUDITORS:

The retiring Auditors Messrs. Fraser and Ross, Chartered Accountants are eligible for re-appointment.

COST AUDIT:

Every year, an audit of cost accounts, relating to plantation products produced by the Company is required to be conducted by an auditor with the requisite qualification as prescribed under Section 233 (B) of the Companies Act, 1956.

M/s. S. Mahadevan & Co., Coimbatore have been appointed as Cost Auditors to conduct the cost audit for the year 2012 - 13.

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

Details are furnished in the annexed statement which may please be read as part of this report. (For and on behalf of the Board)

Chennai MALLIKA SRINIVASAN

7th May, 2013 CHAIRMAN

Mar 31, 2012

The Directors have pleasure in presenting the 90th Annual Report on the performance of the Company together with the Statement of Profit and Loss for the year ended 31st March 2012 and the Balance Sheet as at that date together with the Auditors' Report thereon,

FINANCIAL RESULTS: Rs. in lakhs 2011-2012 2010-2011

Profit before Interest, Depreciation and Tax 624.02 522.43

Financial cost 5.80 4.13

Depreciation and amortization 97.45 86.55

Profit Before Tax 520.77 431.75

Provision for Taxation 98.43 107.08 (net of adjustment of earlier year and Deferred tax)

Profit for the year 422.34 324.67

Add: Balance brought forward from previous year 179.61 186.03

Profit available for appropriation 601.95 510.70

Appropriations:

Interim Dividend 49.96 49.96

Proposed Final Dividend 64.96 62.46

Tax on distribution of Dividend 18.65 18.67

Transfer to General Reserve 42.25 200.00

Balance carried forward 426.13 179.61

601.95 510.70

DIVIDEND:

Your Directors have recommended a Final Dividend of Rs.1.30 per Share (13%) which together with an Interim Dividend of Rs.1.00 per Share (10%) already paid, aggregate to Rs.2.30 per share (23%) for the year ended 31st March 2012 [Previous year Rs.2.25 per Share (22.50 %) ].

OPERATIONS:

The total quantity of Tea manufactured during the year was 24,82,230 Kg. as against 23,68,975 Kg. during the previous year.

The overall average price realization was higher than the previous financial year.

Total export of Tea was higher than last year and stood at 12,85,039 Kgs compared to 12,60,686 Kgs during last year. There was good demand for organic tea from overseas customers which enabled your Company to export 3,31,189 Kgs. of organic tea during the year as against 2,14,659 kgs last year. The average realization was also higher than previous year.

With a view to improving performance, your Company has focused more on manufacturing Organic Tea including Green Tea and Value added teas. With the expected normal monsoon this year, crop during the year is expected to be better than last year. With growing demand from overseas customers for Organic Tea, Value added teas and continued cost control measures, the performance of your Company for the current financial year would appear favourable.

AWARDS AND DISTINCTIONS:

Your Directors are happy to inform you that Korakundah and Cham raj Estate have won four awards at The Golden Leaf India Awards - Southern Tea Competition 2012 held at Dubai.

PROPERTY DEVELOPMENT:

Your Directors are pleased to report that the construction of commercial building at Coimbatore has since been completed and would be occupied by a leading retail group.

DIRECTORS:

Mr. Sankar Datta and Mr. R. Subramaniyan, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

The Directors record with regret the sudden demise of Mr .T.K. Ramasubramanyan on 6th December 2011 and place on record his valuable contribution during his tenure as a Director of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by sub-section 2AA of Section 217 of the Companies Act 1956, your Directors confirm that:

- in the preparation of the Annual Accounts for the year ended 3151 March 2012, the applicable Accounting Standards have been followed ;

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

- the Directors had 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; the Annual Accounts have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION:

The matters relating to Corporate Governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report.

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the above report.

CORPORATE SOCIAL RESPONSIBILITY:

The Chamraj Sivasailam Garden Hospital has treated more than 11,000 outside patients besides owmestate staff and workers. The service rendered by the hospital is well appreciated by the community.

Five Primary Schools and a Higher Secondary School run by the estate offer both English and Tamil medium of education. Of the total of over 1500 students, 65% are from the local community. The results in the public examinations are quite impressive. Increasing number of students are pursuing higher/vocational education.

Two orphanages run by the Company continue to render useful service to the needy children.

The Company's Labour and welfare practices are far. more than the statutory requirements which are well recognized by prestigious plantation labour welfare international organization viz. Fair Trade Labelling Organisation.

ENVIRONMENTAL PROTECTION:

The Company has been certified by Rain Forest Alliance and UTZ in recognisition of environmental protection.

INDUSTRIAL RELATIONS:

The labour relations were cordial during the year.

FIXED DEPOSITS:

The aggregate Deposits from public as on 31st March 2012 was Rs.43,88,000/-. There is no unclaimed / overdue deposit.

AUDITORS:

The retiring Auditors Messrs. Fraser and Ross, Chartered Accountants are eligible for re-appointment.

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

Details are furnishecLin the annexed statement which may please be read as part of this report.

(For and on behalf of the Board)

Chennai MALLJKA SRINIVASAN

4th May, 2012 CHAIRMAN

Mar 31, 2011

The Directors have pleasure in presenting the 89th Annual Report on the working and progress of the Company together with the Profit and Loss Account, Cash Flow Statement for the year ended 31 st March 2011 and the Balance Sheet as at that date together with the Auditors Report thereon.

FINANCIAL RESULTS : Rs. in lakhs

2010-2011 2009-2010

Profit before Interest, Depreciation and Tax 522.43 698.99

Interest 4.13 4.76

Depreciation 86.55 85.06

Profit Before Tax 431.75 609,17

Provision for Taxation 107.08 134.56

Profit after tax 324.67 474.61

Add: Balance brought forward from previous year 186.03 127.94

Available for appropriation 510.70 602.55

Appropriations:

Interim Dividend 49.96 74.95

Proposed Final Dividend 62.46 62.46

Tax on Distribution of Dividend 18.67 23.11

Transfer to General Reserve 200.00 256.00

Balance carried forward 179.61 186.03

510.70 602.55

DIVIDEND:

Your Directors have recommended a Final Dividend of Rs.1.25 per Share (12.5%) which together with the Interim Dividend of Rs.1.00 per Share (10%) already paid, aggregate to Rs.2.25 per share (22.5%) for the year ended 31s1 March 2011.

OPERATIONS:

The total quantity of Tea manufactured during the year was 23,69,089 kgs. as against 25,20,912 kgs. during the previous year. The reduction is primarily due to erratic weather conditions and lower rainfall.

The average price realisation, in common with the industry, was also lower by 10% compared to the previous financial year.

Total Exports of Tea declined marginally and stood at 12,60,686 kgs compared to the previous year figure of 13,30,249 kgs; however, with good demand from export customers, exports of organic tea increased to 2,14,659 kgs during the year as against 1,88,290 kgs during the previous year.

With prospects of normal monsoon, production during the current financial year is expected to be not less than last year. Demand from export customer is also expected to improve and with better cost control the company looks forward to an imnroved overall performance.

PROPERTY DEVELOPMENT:

The construction of Commercial building at Coimbatore is nearing completion and would be leased out to chosen customers at competitive rentals.

DIRECTORS:

The Directors record with deep regret the sudden demise of the Chairman of the Company Mr.A.Sivasailam on 12th January 2011. Under his dynamic leadership, the Company registered phenomenal growth especially on the export front. Consistent quality improvement in the tea grown and manufactured, has been due to his constant drive and motivation. Mr. A. Sivasailam deeply cared for the welfare of the employees and their families ensuring that they had access to schooling facilities for children, hospital facilities for the sick and needy and good living conditions. The Board placed on record his invaluable contribution and guidance which resulted in the Company becoming renowned for its quality teas - both in the domestic and the international markets.

Ms. Mallika Srinivasan, was appointed as a Director and Chairman of the Board on 25th January 2011 and she retires at the ensuing Annual General Meeting. A proposal from a member has been received by the Company in terms of Section 257 of the Companies Act, 1956 for appointing her as a Director liable to retire by rotation and is included in the Agenda of the Annual General Meeting.

Mr.N Srinivasan and Mr. R.Subramaniyan, Directors retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT :

As required by sub-section 2AA of Section 217 of the Companies Act 1956, your Directors confirm that:

- in the preparation of the Annual Accounts for the year ended 31st March 2011, the applicable Accounting Standards have been followed ;

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

- the Directors had 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; the Annual Accounts have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION:

The matters relating to Corporate Governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report.

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the above report.

CORPORATE SOCIAL RESPONSIBILITY:

During the year 2010-2011, 8018 outside patients were treated at the Chamraj Garden Hospital which is the only Estate Hospital in the Nilgiri District extending this facility to over 16 villages.

There are five primary schools and a Higher Secondary School (both English and Tamil medium) run by the Estate and in all about 1400 pupils are studying. 65% of them are from the neighbouring villages / local Community.

INDUSTRIAL RELATIONS:

The labour relations were cordial during the year.

FIXED DEPOSITS :

The aggregate Deposits from public as on 31st March 2011 was Rs.43,83,000/-. There is no unclaimed / overdue deposit.

PARTICULARS OF EMPLOYEES :

There is no employee attracting the provisions of Section 217 (2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

AUDITORS:

The retiring Auditors Messrs. Fraser and Ross, Chartered Accountants are eligible for re-appointment.

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

Details are furnished in the annexed statement which may please be read as part of this report.

(For and on behalf of the Board)

Chennai MALLIKA SRINIVASAN 11th May, 2011 CHAIRMAN

Mar 31, 2010

The Directors have pleasure in presenting the 88th Annual Report on the working and progress of the Company together with the Profit and Loss Account for the year ended 31st March 2010 and the Balance Sheet as at that date together with the Auditors Report thereon.

FINANCIAL RESULTS : Rs. in lakhs

2009-2010 2008-2009

Profit before Interest, Depreciation and Tax 698.99 538.73

Interest 4.76 8.21

Depreciation 85.06 87.82

Profit Before Tax 609.17 442.70

Provision for Taxation 134.56 130.42

Profit after tax 474.61 312.28

Add: Balance brought forward from previous year 127.94 113.02

Profit available for appropriation 602.55 425.30

Appropriations:

fnterim Dividend 74.95 62.46

Proposed Final Dividend 62.46 49.97

Tax on distribution of Dividend 23.11 19.10

Transfer to General Reserve 256.00 165.83

Balance carried forward 186.03 127.94

602.55 425.30

DIVIDEND :

Your Directors have recommended a Final Dividend of Rs.1.25 per Share (12.5%) which together with an Interim Dividend of Rs.1.50 per Share (15%) already paid, amount to Rs.2.75 per share (27.5%) for the year ended 31 st March 2010 [(Previous year Rs.2.25 per share (22.5%)].

OPERATIONS:

Your Directors are pleased to report that during the year under review, the turnover increased by 23%, Profit Before Tax by 37% and Profit After Tax by 52%.

The total quantity of Tea manufactured during the year was 25,20,912 Kg as against 23,66,400 Kg during the previous year.

The average price realization in the domestic market was higher at Rs. 112.68 per Kg as against Rs.90.24 per Kg in the previous year, an increase of 24.87%. The Export turnover was also higher due to better realization even though the quantity of Organic Tea exported was marginally less.

During the year the extension of building at Alladavalley Factory has been completed and a new fluid bed drier has been erected.

PROPERTY DEVELOPMENT :

The construction of the Commercial building at Coimbatore has commenced and is expected to be completed next year. When fully let-out, it would generate regular income stream by way of lease rentals and increase shareholders value.

FLORICULTURE:

Planting of Bird of Paradise and certain new varieties of exotic flowers is in progress. The production and sales of Carnation flowers were slightly lower during the year but are expected to improve with increased area under cultivation.

DIRECTORS:

Mr.Sankar Datta and Mr.R.Subramaniyan, Directors are retiring by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Mr.T.K.Ramasubramanyan was appointed as an Additional Director on 28th October 2009 and he retires at the ensuing Annual General Meeting. A proposal from a member has been received by the Company in terms of Section 257 of the Companies Act, 1956 for appointing him as a Director and the same is included in the Agenda of the Annual General Meeting.

Mr. D. Hegde and Mr.T.G.B. Pinto, Directors have been re-appointed for a further period of three years with effect from 1st January 2010 and their re-appointment and remuneration are subject to approval of the shareholders at the Annual General Meeting.

Commission to non-wholetime Directors upto one percent of the net profits computed in the manner required under the Companies Act has been provided in the Annual Accounts which, as in the past, require approval of the shareholders at the Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by sub-section 2AA of Section 217 of the Companies Act, 1956, your Directors confirm that:

- in the preparation of the Annual Accounts for the year ended 31 st March 2010, the applicable Accounting Standards have been followed ;

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

- the Directors had 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;

- the Annual Accounts have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION:

The matters relating to Corporate Governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report. All the mandatory requirements under the Code of Corporate Governance have been complied with.

A Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

CORPORATE SOCIAL RESPONSIBILITY:

Your Directors are happy to inform you that during the year 2009-2010,6574 outside patients were treated at the Chamraj Garden Hospital which is the only Estate Hospital in the Nilgiri District extending the facility to the public from over 16 villages.

There are 5 primary schools and a Higher Secondary School (both English and Tamil medium) run by the Estate and in all about 1400 pupils are studying. 65% of them are from the neighbouring villages / Community.

INDUSTRIAL RELATIONS:

The labour relations were cordial during the year.

FIXED DEPOSITS:

The aggregate Deposits from public as on 31st March 2010 was Rs.23,73,000/-. There is no unclaimed / overdue deposit.

PARTICULARS OF EMPLOYEES :

There is no employee attracting the provisions of Section 217 (2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

AUDITORS:

The retiring Auditors Messers. Fraser and Ross, Chartered Accountants are eligible for reappointment.

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

Details are furnished in the annexed statement which may please be read as part of this report.

(For and on behalf of the Board)

Chennai A. SIVASAILAM

29th May, 2010 CHAIRMAN

Mar 31, 2000

The Directors have pleasure in presenting the 78th Annual Report on the working and progress of the Company together, with the Profit and Loss Account for the year ended 31st March 2000 and the Balance Sheet as at that date together with the Auditors Report thereon. .

FINANCIAL RESULTS

The net profit for the year after charging depreciation of Rs. 46,27,344/- amounts to Rs. 4,51,17,586/- This togethe/r with Rs. 72,08,881/- brought forward from the previous year and taking/credit of Rs. 11,00,000/- being excess provision for taxation relating to earlier years makes a total of Rs. 5,34,26,467/-. After deducting therefrom Rs. 1,50,00,000/- being provision for taxation for the year, the balance available for appropriation is Rs. 3,84,26,467/- which is dealt with as under:

Rs. Transfer to General Reserve 2,00,00,000

Transfer to Investment Fluctuation Reserve 10,00,000

12.5% Interim Dividend paid on 15-3-2000 31,22,854

Proposed Final Dividend @ 17.5% 43,71,995

Corporate Dividend tax 13,05,377

Balance carried forward 86,26,241

DIVIDEND

Your Directors have recommended a Final Dividend of 17.5% which together with the Interim Dividend of 12.5% already paid makes a total Dividend of 30% for the year on the enhanced capital which is equivalent to 45% of the pre-bonus Capital (Last year 45%).

OPERATIONS

The estates had unfavourable weather conditions throughout the year with lesser rainfall. The quantity of tea manufactured during the year was 24,37,863 Kgs as against 25,24,209 Kgs of last year.

Prices at auctions declined sharply during the second half of the year which has significantly affected the profitability.

Direct Exports registered a drop during the year in view of competition from other countries in our region. However Organic teas exported during the year received good response from overseas buyers.

DIRECTORS

Mr. G.G. Muthanna retires by rotation and is eligible for re-election.

Mr. N. Srinivasan who was appointed as Additional Director during the year would be vacating office at the ensuing Annual General Meeting and notice has been received from a member proposing Mr. N. Srinivasan as a Director and this subject is included in the Agenda for the meeting.

FIXED DEPOSITS

The aggregate Deposits from public as on 31st March 2000 was Rs.1,25,02,000/- There are unclaimed deposits of Rs. 3,18,000/- but there are no overdue deposits.

PARTICULARS OF EMPLOYEES

There is no employee attracting the Provisions of Section 217 (2A) of the Companies Act 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

AUDITORS

The retiring Auditors Messers. Fraser and Ross, Chartered Accountants are eligible for reappointment.

CONSERVATION OF ENERGY,

TECHNOLOGY, ABSORPTION,

EXPORTS AND FOREIGN

EXCHANGE

EARNINGS AND OUTGO.

Details are furnished in the annexed statement which may please be read as part of this Report.

(By order of the Board)

A. SIVASAILAM

CHAIRMAN

Chennai 11th May 2000

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