Directors Report of Beeyu Overseas Ltd.

Mar 31, 2024

Your Directors present the 31st Annual Report together with the Audited Financial Statements of Beeyu Overseas Ltd. for
the financial year ended 31st March, 2024.

SUMMARISED FINANCIAL HIGHLIGHTS

Particulars	Current Year (in Rs.)	Previous Year (in Rs)
Total Revenue	1,564,200	1,573,000
Total Expenses	3,379,400	1,468,200
Profit /(Loss) for the year before Tax for the year from continuing operations	(1,815,200)	104,800
Less; Deferred Tax	83,000	16,200
Profit/(Loss) for the year after tax	(1,823,500)	88,600

DIVIDEND

Your Directors have not declared any dividend for the financial year ended 31 st March, 2024. As permitted under the Act, the
Company has incurred losses during the year under review and efforts are being made to make it profitable .

OPERATIONAL REVIEW

The Company has discontinued all its manufacturing activities. The Company is exploring suitable opportunities. The business
scenario is gaining ground and the Board is optimistic that our Company will soon be able to regain its past status.

SHARE CAPITAL

There was no change in paid up capital of the Company. The paid up equity shares as on 31st March, 2024 was
Rs.141,414,530. During the year under review the Company has not issued any shares or any convertible debentures. The
company has not issued shares with differential voting rights to this effects.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits and as such during the year, no amount on account of principal or
interest on public deposits was outstanding as on date of the Balance Sheet.

BUSINESS RISK MANAGEMENT

Although the Company has long been following the principle of risk minimization as is the norm in every industry, it has now
become a compulsion. The Board members were informed about risk assessment and minimization procedures after which
the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach
in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In
today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans
of the Company are imperative. The common risks inter-alia are: Regulations, Competition, Business Risk, Technology
Obsolescence, Investments, retention of talent and expansion of facilities. Business risk, inter-alia, further includes financial
risk, political risk, fidelity risk, legal risk. Since the Company is non operational the above mentioned risks does not exist.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control commensurate with size, scale and complexity of its operations to
safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized,
recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly
maintaining the books of accounts and reporting financial statements. The Internal Auditors of the Company checks and verifies
the internal control and monitors them in accordance with policy adopted by the Company. Further ,Statutory Auditors in its
report expressed an unmodified opinion on the adequacy and operating effectiveness of the company‘s internal financial controls.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by
adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted the vigil
mechanism policy. This policy is accessible on the website of the Company and the weblink for the same is http://
www.beeyuoverseas.in/Whistle_Blower_Policy.pdf.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Based on recommendation of Nomination& Remuneration Committee ,the Board approved the appointment of following two
Non Executive Independent Directors during FY 2023-2024 and such appointment was approved by the Members by postal
ballot ,results of which were declared on 26th September, 2023.

1. Mr. Sovan Chatterjee - DIN : 10349322

2. Mr. Harendra Kumar Baitha - DIN : 10349324

Mr. Goutam Chakraborty and Mr. Ajay Kumar Deora Independent Directors resigned w.e.f 6th December,2023 and they
have stated that there was no other material reason for their resignation other than stated in their resignation letter.

RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION

As per provisions of Section 152 of the Companies Act, 2013, Mr. Pranab Chakraborty (DIN : 09030036) retires by rotation
and being eligible offers himself for appointment. The Board recommends his appointment to the shareholders. He has
furnished requisite declaration pursuant to Section 164(2) of the Companies Act, 2014 to the effect that he is not disqualified
from being continuing as a Director of the Company.

There are no Directors on the Board of the Company that has been debarred or disqualified from being appointed or
continuing as director of companies by SEBI, Ministry of Corporate Affairs or any such other Statutory Authorities.

DECLARATION BY INDEPENDENT DIRECTORS

The Directors has received necessary declaration from each Independent Director under Section 149 (7) of the Companies
Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. In the
opinion of the Board, the Directors eligible for appointment fulfills the conditions of being Independent as specified in the Act
and Regulation 16 of the Listing Regulations which has been

INDEPENDENT DIRECTORS

There has been no change in circumstances affecting their status as Independence of the Company during the year.

The Board affirms that Independent directors are persons of integrity, possess relevant expertise and experience and are
independent of management regarding proficiency the Company has adopted requisite steps towards the inclusion of the
names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar
(IICA). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose
.In terms of Section 150 of the Act read with Rule (4) of Companies (Appointment & Qualification of Directors) Rules, 2014
the Independent Directors are required to undertake online proficiency self assessment test conducted by IICA within a
period of 2 years from the date of inclusion of their names in the data bank.

None of the Non-Executive Directors hold any equity shares of the Company. There were no inter-se relationship between
any of the Directors of the Company

KEY MANAGERIAL PERSONNEL

The following persons have been appointed as Key Managerial Personnel of the Company in compliance with the provisions
of section 203 of the Companies Act, 2013:

1. Mr. Gunjan Bagla - Company Secretary/ Compliance Officer

2. Mr. Shouvik Kundu - Chief Financial Officer

3. Mr. Pranab Chakraborty - Wholetime Director

BOARD EVALUATION, ITS COMMITTEE AND INDIVIDUAL DIRECTOR

Pursuant to the provision of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations,
2015, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee. The evaluation
of all the Directors and the Board as a whole was conducted and the Board approved the evaluation results as collated by
the Nomination and Remuneration Committee. The Board expressed satisfaction on overall functioning of the Board,
Committee and performance of Directors.

DIRECTORS APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee has laid down the criteria for Director’s appointment and remuneration .
These are set out in the Nomination and Remuneration Policy.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. The Company Secretary is the secretary of this
Committee. For maintaining the independence of the Board and separate its functions, Company’s policy is to have an
appropriate combination of Executive and Independent Directors.

The objectives of the NRC policy is to lay down criteria and terms and conditions with regard to identifying person who are
qualified to become Directors and persons who may be appointed in KMP and SMP position and to evaluate the performance
of Directors. The NRC committee of the Board (the Committee) along with the Board consider the positive attributes,
independence, appropriate and diverse qualifications and skills. The Policy is available on the website of the Company and
the weblink for the same is http://www.beeyuoverseas.in/ docsZNOMINATION_REMUNERATION_POLICY.PDF.

BOARD MEETINGS

During the year, 5 (Five) Board Meetings were held. The maximum interval between any two meetings was within the
maximum allowed gap pursuant to the Companies Act, 2013 and SEBI Listing Regulations. The dates on which the Board
Meetings were held are as follows:

19.05.2023, 08.08.2023, 06.11.2023, 04.12.2023 & 16.01.2024 respectively

The details of which are also given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing
regulations were adhered to while considering the time gap between two meetings.and did not exceed 120 days

The Board meets at regular intervals to discuss and decide on the Company affairs .The agenda for the Board and Committee
Meetings include detailed notes on the items to be discussed to enable the Directors to make an informed decision.

COMMITTEES OF THE BOARD

Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee has been constituted
and the composition attendance and their terms of reference has been furnished in the Corporate Governance Report. The
constitution of these committee is in compliance with provisions of the Act and Listing Regulations

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors
make the following statements in terms of Section 134(3) I of the Companies Act, 2013:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed with no material
departures, if any;

(ii) that the Directors 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 losses of the Company for that period;

(iii) that proper and sufficient care 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;

(iv) that the annual financial statements have been prepared on a going concern basis.

(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions are placed before the Audit committee for review and approval. In line with the requirements of the
Act and SEBI listing regulations the Company has formulated the Policy on materiality of related party transactions which is
also available on the website of the Company. Pursuant to the provisions of the Act and SEBI Listing Regulations no material
related party transactions were entered during the year by the company. Accordingly the disclosure of Related Party Transaction
as required under the Section 134(3)(h) of the Act in Form AOC-2 is not applicable. Further there are no material related party
transaction during the year into the Promoters, directors, KMP which may have potential conflict with the Company.

The policy on related party transactions can be accessed at
https://www.beeyuoverseas.in/Disclosures_under_Regulation_46/5/5_iv.pdf
SUBSIDIARY & ASSOCIATE COMPANIES

The Company does not have any subsidiary or associate companies or Joint Ventures
INVESTMENTS, LOANS AND GUARANTEE

There are no investments made, loans given & guarantees and securities provided by the Company during the current year
and previous years.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status
of the Company and its future operations.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Member of the Board and all employees
in the course of day to day business operations of the Company.

The Code has been posted on the Company’s website :

https://www.beeyuoverseas.in/Disclosures_under_Regulation_46/5/5_i.pdf

All the Board Members and KMP have confirmed compliance with the Code.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new Act. The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act, every
company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at
work place of any women employee.

Our Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year, Company
has not received any complaint of harassment from any person dealing in association with the Company.

The following is a summary of Sexual Harassment Complaints received and disposed off during the financial year 2023-2024.

a. Number of complaints pending at the beginning of the year - NIL

b. Number of complaints of Sexual Harassment received during the year - NIL

c. Number of cases pending for more than ninety days - NIL

d. Number of cases pending for more than ninety days - NIL

e. Number of workshops or awareness programme against Sexual Harassment carried out - One

f. Nation of action taken by the Company - N.A

g. Number of complaints pending at the end of the year - NIL

RISK MANAGEMENT

The Company has laid down well defined risk management mechanism covering the risk exposure, potential impact and risk
mitigation process. The Board periodically reviews the risks and suggest steps to be taken to control and mitigate the same
through a properly framework.

PREVENTION OF INSIDER TRAINING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities
by the Directors and designated employees of the Company. The code requires pre-clearance for dealing in the Company’s
shares and prohibits the purchase or sale of Company’s shares by the Directors and designated employees while in possession
of unpublished price sensitive information in relation to the Company and during the period when Trading Window is closed.
The Board is responsible for implementation of the Code.

All Board Directors have confirmed compliance with the Code and the weblink is

https://www.beeyuoverseas.in/docs/BOL_code_of_Insider_Trading.pdf

AUDITORS

A) STATUTORY AUDITORS

M/s Agarwal & Associates, Chartered Accountants (ICAI Firm Registration No. 323210E) hold office upto the ensuing
AGM . M/s Agarwal & Associates, Chartered Accountants (ICAI Firm Registration No. 323210E) were appointed as
Statutory Auditors for a consecutive term of 5 years to hold office from the conclusion of 30th Annual General Meeting
till the conclusion of the 36th Annual General meeting of the Company to be held in calendar year 2029.by the Board of
Directors on recommendation of Audit Committee, subject to shareholders’ approval in ensuing AGM. The Board
recommends their re-appointment for approval.

There are no qualifications/ adverse remarks in the Audit Report. The Auditors have not reported any fraud during the year.
SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ekta Goswami & Associates (ACS: 40657,
C.P. No. 16778), Company Secretary in Practice to undertake the secretarial audit of the Company. The Secretarial
Audit Report is annexed herewith as ‘Annexure- I’.

There are no qualifications or adverse remarks by the Secretarial Auditors

B) INTERNAL AUDITORS

The Internal Audit of the Company is conducted by Mr. Sudipto Roy Chowdhury, Company Secretary in Practice (Mem
No. 17131, CP No. 7420). The findings of the Internal Audit and the Action Taken Report on the Internal Audit are placed
before the Audit Committee which reviews the audit findings, steps taken and the adequacy of Internal Control System.

CORPORATE GOVERNANCE

A separate section on corporate governance, practices followed by the Company, together with a certificate from the Statutory
Auditors confirming compliance forms as integral part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology, absorption is not applicable as no manufacturing activity took place
during the year.

Foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of
the Companies Act, 2014 is NIL.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company is uploaded on the website of the Company and can be
accessed at https://www.beeyuoverseas.in/investors.shtml.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the Company is NIL as no employee falls within the limits of
the Section.

The Company has Executive Director and CFO and due to financial constraints being faced by the company they have
foregone their remuneration. Further, no sitting fees have been paid to any Director during the year. The Company Secretary
only draws remuneration.

The particulars of the employees who are covered by the provisions contained in rule 5(2) and Rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

a) Employed throughout the year : Nil

b) Employed for part of the year : Nil

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Companies Act, 2013 and Rules made under, the Corporate Social Responsibility is not
applicable to the Company for the year under review.

PRACTICING COMPANY SECRETARY CERTIFICATE ON DIRECTOR DISQUALIFICATION

The Company has obtained a Certificate from a Practicing Company Secretary confirming that none of the Directors has been
debarred or disqualified from being appointed or continuing on the Board as Directors of any Company by any statutory authority.

OTHER DISCLOSURES

1. There were no material disclosures changes and commitments affecting the financial position of the Company occurring
between 31st March, 2024 and the date of the Report:

2. There is no change in business of the Company.

3. Website of the Stock Exchange; Disclosure and filing with the BSE Ltd by the Company are also hosted on website of
the Company.

4. Disclosures : The Company also informs by way of intimation to the Stock Exchange all price sensitive matters as such
other matters which is in its opinion are material and have relevant to the shareholders.

5. The Company has hosted on its websites all the polices and other required information’s.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION

There is no such amount of Unpaid or Unclaimed Dividend to be transferred to Investor and Education and Protection Fund
for the financial year ended 31st March, 2024.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has undertaken familiarization programme for the Independent Directors.

DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION), RULE, 2014

The information required pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration)
Rules, 2014 in respect of employees of the Company and Directors is not given as no remuneration is given to Directors,
Whole time Director and CFO is not receiving any remuneration and a Company Secretary who is receiving salary.

The ratio of the remuneration of each Director to the median remuneration of the employee for the financial year- NIL as no
remuneration paid to Directors/CFO.

1. Percentage increase in remuneration of each Director, CFO, CS in financial year - NIL

2. The percentage increase in the median remuneration of employees in the financial year - NIL

3. Average percentile increase already made in the salaries of employees other than Managerial personnel - NIL

BOARD EVALUATION

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013 read with Rules made
thereunder and provisions of Schedule IV to the Act as the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 your company has carried out a performance evaluation programme for the Board of Directors, Committees
of the Board and Individual Directors for the financial year ended 31st March, 2024 The Board looking into the market
scenario and present economic conditions have evaluated the performance to be satisfactory.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards I and II, issued by the Institute of Company Secretaries of India,
pursuant to the provisions of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of the Listing Regulations, a Management Discussion and Analysis Report is enclosed and forms
part of Annual Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

In terms of the provisions of Circular NO.CIR/CFD/CMD/27/2019 dated 8th February, 2019 issued by SEBI, the Company
has obtained the Annual Secretarial Compliance Report for the Financial Year ended 31st March, 2024 from Practicing
Company Secretary confirming compliance of applicable SEBI Regulations and circulars thereunder.

SUBSIDIARY / ASSOCIATE / JOINT VENTURE

The Company does not have any subsidiary / associate / joint venture company. on record their sincere appreciation for the
support and co-operation received from all associated with the Company.

PROCEEDINGS PENDING, IF ANY, UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has neither filed an application during the year under review nor are any proceedings pending under the
Insolvency and Bankruptcy Code, 2016 as at March 31,2024

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

No such event has occurred during the year under review.

DISCLOSURE OF CERTAIN TYPE OF AGREEMENTS BINDING ON LISTED ENTITIES PURSUANT TO SCHEDULE III
PARA A, CLAUSE 5 A OF LISITNG REGULATION

There are no agreements impacting management or control of the company or imposing any restriction or create any liability
upon the company.

ACKNOWLEDGEMENTS

The Company has been very well supported from all quarters and therefore your directors wish to place on record their
sincere appreciation for the support and co-operation received from all associated with the Company.

For and on behalf of the Board of Directors
Sovan Chatterjee

Place : Kolkata DIN : 10349322

Date : 21.05.2024 (Chairman)

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Mar 31, 2014

Dear Members,

The Directors present the 21st Annual Report to the members together with the Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

Year ended Year ended 31st March, 2014 31st March, 2013 Rs. in lacs Rs. in lacs

Total Revenue 6 6.5

Profit /(Loss) for the year after charging all Expenses but before providing Depreciation and Tax (2.61) (5.85)

Less: Depreciation and Amortization Expenses 5.24 5.62

Profit/(Loss) before Tax for the year from continuing operations (7.85) (11.47)

Less: Current Tax Expenses - -

Profit/(Loss) for the year after tax from continuing operations (7.85) (11.47)

DIVIDEND

Your Company did not consider it prudent to recommend any dividend for the year under review.

REVIEW OF OPERATIONS

Your Company has decided to change its business model from manufacturing to trading which is yet to be finalized.

DIRECTORS

In terms of Article 142/143 of the Articles of Association of the Company, Mr. Shouvik Kundu (DIN No. 00277862) shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

The Company has received declaration from both independent Directors of the Company confirming that they meet with the criteria of Independence as prescribe both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the Clause 49 of Listing Agreement with Stock Exchanges.

Pursuant to Section 149 of the Companies Act, 2013, Company has received requisite notice in writing from members proposing Mr. Ramesh Kumar Jhawar and Mr. Santanu Chattopadhyay for appointment as Independent Directors.

Brief particulars and expertise of these Directors have been given in the Notice of the Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;

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

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

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

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance together with the Auditors'' Compliance Certificate and Management Discussions and Analysis Report is annexed to this Annual Report.

AUDITORS

M/s Rohit Shukla & Associates, Chartered Accountants (Registration No. 315178E) have expressed their willingness to be appointed as Statutory Auditors of the Company and the Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013. Accordingly, their appointment is recommended by the Board of Directors on the recommendation of Audit Committee.

AUDITORS'' OBSERVATIONS

As regards Auditor''s observation that the Company accumulated loss has exceeded 50% of the net worth and whether the Company will be able to continues as a going concern . Your Directors would like to state that our Company is looking for a new trading module of business. The Directors are hopeful of carrying business in near future.

PARTICULARS OF EMPLOYEES

None of the employees of the Company received remuneration requiring any disclosure to be made under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended, hence particulars are not annexed.

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

The Company has not undertaken any manufacturing activity during the year.

Foreign Exchange Earnings & Outgo - NIL CHANGES IN COMPANY LAW

The Companies Act, 2013 ( ''the Act'') has been passed replacing the age old Companies Act, 1956 and a large portion of the Act has already become effective.Several Rules under various Sections of the Act have also been notified. Your Company is taking necessary steps to comply with the requirements of the new Act. The Company has already formed, reconstituted and renamed various Committees in terms of the requirements of the Act Steps are in hand to implement various other provisions of the Act to ensure compliance at the appropriate time.

ACKNOWLEDGEMENT

Your Directors acknowledge the co-operation and support received from its Shareholders, the Company''s Bankers during the year.

For and on behalf of the Board

Shouvik Kundu DIRECTOR

Ramesh Kumar Jhawar DIRECTOR

Hemant Premji Thacker EXECUTIVE DIRECTOR

Place: Kolkata Santanu Chattopadhyay Date: 28th May, 2014 DIRECTOR

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Mar 31, 2013

The Directors present the Twentieth Annual Report to the members together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS

Year ended Year ended 31st March, 2013 31st March, 2012 Rs. in lacs Rs. in lacs

Profit/(Loss) Before Tax (11.47) (05.22)

Less: Provision for taxation:

Less: Short Provision made for Income Tax

Profit/(Loss) After Tax (11.47) (05.22)

Less: Balance Brought forward from last year

Amount available for Appropriation (11.47) (05.22)

APPROPRIATIONS

Balance carried to Balance Sheet (11.47) (05.22)

(11.47) (05.22)

DIVIDEND

Your Company did not consider it prudent to recommend any dividend for the year under review.

REVIEW OF OPERATIONS

Your Company has decided to change its business model from manufacturing to trading which is yet to be finalized.

DIRECTORS

In terms of Article 142/143 of the Articles of Association of the Company, Mr. Ramesh Kumar Jhawar shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment. Brief particulars and expertise of these Directors have been given in the Notice of the Meeting.

Mr. Santanu Chattopadhyay was appointed as Additional Director of the Company on 4.06.2013 pursuant to the provisions of Section 260 of the Companies Act, 1956, he will hold office up the date of this Annual General Meeting. >iS^The Company has received notices in writing from member under Section 257 of the Companies Act, 1956 along with a deposit of Rs.500/- signifying his intention to propose Mr. Santanu Chattopadhyay as candidate for office of Director of the Company. Your Director recommend his appointment.

Mr. Hemant Premji Thacker was appointed as Wholetime Director designated as Executive Director of the Company w.e.f 12th September, 2012 subject to approval of the shareholders in general meeting. Your Directors recommend his appointment as Wholetime Director.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;

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

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

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

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance together with the Auditors'' Compliance Certificate and Management Discussions and Analysis Report is annexed to this Annual Report.

AUDITORS

M/s Rohit Shukla & Associates, Chartered Accountants have expressed their willingness to be appointed as Statutory Auditors of the Company and the Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. Accordingly, their appointment is recommended by the Board of Directors on the recommendation of Audit Committee.

AUDITORS'' OBSERVATIONS

As regards Auditor''s observation whether the Company will be able to continues as a going concern . Your Directors would like to state that our Company is looking for a new trading module of business. The Directors are hopeful of carrying business in near future.

PARTICULARS OF EMPLOYEES

None of the employees of the Company received remuneration requiring any disclosure to be made under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended, hence particulars are not annexed.

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

The Company has not undertaken any manufacturing activity during the year.

Foreign Exchange Earnings & Outgo - NIL

ACKNOWLEDGEMENT

Your Directors acknowledge the co-operation and support received from its Shareholders, the Company''s Bankers during the year.

Place : Kolkata For and on behalf of the Board

Date : 14th August, 2013 (Shouvik Kundu)

DIRECTOR (Ramesh Kumar Jhawar)

DIRECTOR

(Hemant Premji Thacker)

EXECUTIVE DIRECTOR

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Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report to the members together with the Audited Accounts for the financial year ended 31 st March, 2010.

Your Company remains committed to all social and economic objectives and continue to enlarge its contribution wherever possible.

FINANCIAL RESULTS Year ended Year ended 31st March, 2010 31st March, 2009

Rs. in lacs Rs. in lacs

Profit/(Loss) Before Tax (297.44) (1759.12)

Less: Provision for taxation: - 54.19

Profit/(Loss) After Tax (297.44) (1704.93)

Less: Balance Brought forward from last year - -

Amount available for Appropriation (297.44) (1704.93)

APPROPRIATIONS

Balance carried to Balance Sheet (297.44) (1704.93)

(297.44) (1704.93)

Disclosure relating to Discontinuing Operations

Loss Before Taxation from Continuing Operations (140.14) (678.96)

Less: Provision for Taxation - 4.59

Loss After Tax from Continuing Operations (140.14) 1674.37)

Loss Before Taxation from Discontinuing Operations (157.30) (1080.16)

Less: Provision for Taxation 49.60

Loss After Tax from Discontinuing Operations (157.30) (1030.56)

* Due to the reasons stated at Point I & II under Review of Operaf/onsbelow, the Profit & Loss Figures for the current year have been segregated into Continuing Operations & Discontinuing Operations as laid down under Accounting Standard - 24 issued by the Institute of Chartered Accountants of India. This being the first year, figures of the previous year have not been segregated.

dividend

Owing to the loss incurred dunrtgHhe year, your Company did not consider it prudent to recommend any dividend for the year under review. - ¦

REVIEW OF OPERATIONS

The operating results of the current year were negatively impacted owing to the following reasons:-

I. The Company is not carrying out any tea manufacturing activity at its unit located in Ooty, Tamilnadu, since August,2008, due, to the fact that the Tea Board oi: k«Ka has revoked the factorys registration under the provisions of Tea (Marketing) Control Order, 2003 issued underlie provisions of thejea Act, 1953.

II. The Company, therefore, decided to change its business model from manufacturing to trading in tea. Moreover m order to generate Working Capital as well as reduce Borrowings, the Board decided to sell, lease or otherwse dispose of - a) the residual land of 6.95 acres including the tea factory at Ooty along with all fixed assets such as plant, machinery, estate and development, etc. which are directly or indirectly required to run the factory, and b) the Corporate Office Building of the Company at Kolkata. The proposal had been duly approved by Shareholders under Section 293(1 )(a) by means of Postal Ballot in December, 2008. The sale is yet to be finalized.

Loss of Turnover and under-recovery of expenses, including depreciation and interest, resulted in high operating losses.

ACTION PLAN

In 2010-11, action plan has been put in place to ensure that costs are reduced, turnover enhanced and over-all margin increased:-

- As had been mentioned in the previous year, out of the 46.95 acres of land owned and occupied by the tea division of the Company at its Ooty factory, such portion of the vacant land measuring approximately 40 acres, with a little more or less, which was unutilized and unproductive is in the process of being sold for which shareholders approval has been obtained by the Company. Your Company has till October 2009, received an advance of about Rs. 868.20 lacs. Owing to the downturn in the Real Estate market the buyer is unable to finalize the Sale but it is expected that the transaction will be completed at the earliest. At the same time, your Company is endeavouring to finalize the sale of the Companys Head Office Building in Kolkata as well as the Factory at Ooty. Once these transactions are completed the liquidity position of the Company will improve substantially and the business model of trading can start in full swing.

SIGNIFICANT DEVELOPMENTS

The shareholders might recall that during the previous year it was reported that the sale of approximately 40 acres of unutilized and unproductive land at Ooty factory, for which shareholders approval had already been obtained earlier, was expected to bs concluded within the year 2010-11. But due to the sudden economic downturn the sale could not be completed. Your directors are hopeful of completing the deal during the current year.

Besides the above, shareholders approval was also obtained through postal ballot means to sell, lease or otherwise dispose of a) the factory including land of approximately 6.95 acres at Ooty, and b) the Corporate Office at Kolkata. Your directors are hopeful of completing the deal during the current year.

Upon completion of the above transactions the liquidity position of the Company will improve substantially and the business model of trading can start in full swing.

DIRECTORS

During the period under review, Mr. F J Kapadia and Mrs. Rajinie Singh resigned as Directors from your Company and Directorship of Mrs Usha Singh was ceased due to sad demisal of her. Your Directors would like to record their sincere appreciation*for the valuable services rendered by them during their tenure as Directors.

In terms of Article 142/143 of the Articles of Association of the Company, Mr. Arabinda Bose and Mr. Binoy Krishna Banerjee shall retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re- appointment. Brief particulars and expertise of these Directors have been given in the Notice of the Meeting.

DIRECTORS* RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;

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

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

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

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance together with the Auditors Compliance Certificate and Management Discussions and Analysis Report is annexed to this Annual Report.

INVESTORS EDUCATION & PROTECTION FUND

There were no amount due for deposit to the Investors Education and Protection Fund Account set-up by the Central Government, pursuant to the provisions of Section 205C of the Companies Act, 1956.

However, unpaid / unclaimed dividend shown in the following table shall be deposited as and when they become due.

Financial Year Date of Declaration Last date for Due Date for to which the of Dividend claiming dividend transfer to IEPF Account dividend relates of the Central Government

2002-03 20.09.2003 19.09.2010 19.10.2010 2003-04 06.09.2004 05.09.2011 05.10.2011

2004-05 14.06.2005 13.06.2012 13.07.2012

Members who have not so far encashed their dividend warrant(s) are requested to seek issue of duplicate warrant(s) / revalidation of the existing warrants by writing at the Companys Corporate Office at Beeyu House, 64A, Ballygunge Circular Road, Kolkata - 700 019 immediately. Members are requested to note that no claims shall lie against the Company or the said Fund in respect of any amounts which were unclaimed and unpaid for a period of seven years from the dates that they first became due for payment as set out in column 3 above and no payment shall be made in respect of any such claims.

AUDITORS

M/s. H. K. Agrawal & Co., Chartered Accountants, the Statutory Auditors of the Company, retires as the Auditors on conclusion of the forthcoming Annual General Meeting. They have expressed their willingness to be re-appointed. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. Accordingly, their re-appointment is recommended by the Board of Directors.

AUDITORSOBSERVATIONS

Report of the Auditors is self-explanatory and does not call for any further comments from Directors.

PARTICULARS OF EMPLOYEES

None of the employees of the Company receives remuneration requiring any disclosure to be made under Section 217(2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules, 1975 as amended, hence particulars are not annexed.

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

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed hereto and form part of this report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank individually each and every of its most valued customers for their continued confidence in the Company and request for their continued patronage and support to the Company.

Your Directors wish to place on record their appreciation of the services rendered by the executives, staff and workers at all levels and hope they shall continue to serve the Company with greater dedication and sincerity.

Your Directors also acknowledge the co-operation and support received from its Shareholders, the Companys Bankers and various departments and agencies of the Central and State Governments.

For and on behalf of the Board

Place: Kolkata B. P. Singh

Date: 26th May, 2010 Chairman & Managing Director