DIRECTORS' REPORT

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

Extract of Annual Return

The extract of the Annual Return is annexed as Annexure

A. Board Meetings

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

Directors' Responsibility Statement

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

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

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

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

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

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

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

Independent Directors

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

Nomination and Remuneration Policy

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

Particulars of loans, guarantees and investments

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

The Company has not given any guarantee.

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

RelatedParty Contracts

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

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

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

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

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

Deposits

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

Regulatory Orders

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

Internal Control Systems

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

Auditors' Report

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

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

Secretarial Audit Report

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

Resume of Performance

Your Company achieved a total revenue of Rs. 14314.07 Lakhs this financial year against Rs. 13139.70 Lakhs in the previous year ended on 31st March, 2015. The profits of your Company before providing for tax was Rs. 613.98 Lakhs as compared to Rs. 1129.55 Lakhs in the last financial year ended on 31st March, 2015. There has been substantial rise in cost of producing tea on account of considerable increase in employee benefit expenses at the tea estates as well as that of other inputs. Though the turnover for the year has moved up, the levels of realization have been under pressure which affected the profitability during the year.

Sales

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

Quality

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

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

Exports

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

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

Shareholders

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

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

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

(A) Conservation of energy:

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

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

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

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

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

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

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

(ii) The capital investment on energy conservation equipment:

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

Risk Management

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

Corporate Social Responsibility

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

— Formulate and recommend to the Board, the CSR Policy

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

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

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

— Review the Company's disclosure of CSR matters

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

Board Evaluation

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

Audit Committee

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

Vigil Mechanism Committee

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

Nomination and Remuneration Committee

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

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

Stakeholders Relationship Committee

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

Details of Directors/Key Managerial Personnel

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

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

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

Personnel

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

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

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

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

Corporate Governance

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

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

Auditors

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

Vinay K. Goenka

Chairman

Date : 26th May, 2016

Place : Kolkata