Directors Report of Cochin Malabar Estates & Industries Ltd.

Mar 31, 2025

Your Directors present the 95^th Annual Report together with Audited Financial Statements of the Company for the
financial year ended 31^st March, 2025.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31^st March, 2025 are as under :

(Amount in ? thousands)

PARTICULARS	31.03.2025	31.03.2024
Revenue from Operations	-	-
Other Income	13763.52	11400.56
Total Income	13763.52	11400.56
Profit /(Loss) before Depreciation, Finance Cost & Tax	11944.96	10323.98
Depreciation	262.73	328.08
Finance Cost	4498.12	5004.21
Profit /(Loss) before Tax	7184.11	4991.69
Tax Expense	(5626.02)	-
Profit /(Loss) after Tax	12810.13	4991.69
Other Comprehensive Income (Net of Tax)	-	-
Total Comprehensive Income	12810.13	4991.69

DIVIDEND & RESERVES

The Directors do not recommend payment of dividend for the financial year ended 31st March, 2025.

The Company has not transferred any amount to the General Reserve during the financial year ended 31^st March,
2025.

OPERATIONS AND STATE OF COMPANY''S AFFAIRS.

The Rubberwood Factory has not been in operation for nearly 27 years pursuant to notice received from the Deputy
Conservator of Forests (Protection), Trivandrum. During the year, the Company has received commission income
amounting to ? 137.63 lacs on account of assisting clients in developing their business. The Company is developing
its land assets in Goa based on which the going concern status of the Company is maintained.

SHARE CAPITAL

The issued, subscribed and paid-up share capital of the Company as on 31st March, 2025 stood at ? 17,719,080 divided
into 17,71,908 Equity Shares of ? 10 each fully paid-up. The Company has not issued shares with differential voting
rights or sweat equity shares, nor has it granted any stock options. As on 31st March, 2025, none of the Directors of
the Company hold instruments convertible into equity shares of the Company.

During the year under review, there has been no change in the capital structure of the Company.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed and traded on BSE Ltd, Scrip Code : 508571 and listing fees for the
Financial Year 2025-2026 of BSE Ltd has been paid.

PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 of the Act and the Companies
(Acceptance of Deposits) Rules, 2014 and as such, no amount on account of principal or interest on public deposits
was outstanding as on the date of the Balance Sheet.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted loans or given guarantees or made investments during the year under review.

RELATED PARTY TRANSACTIONS

All the related party transactions entered into by the Company are on arm''s length basis and are in ordinary course of
business in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant
related party transactions made by the Company with promoters, directors or key managerial personnel etc. during
the year which might have potential conflict with the interest of the Company at large. A statement of all related party
transactions is placed before the Audit Committee for approval.

None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Accordingly,
no transactions are being reported in Form AOC-2 in terms of section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014.

The details of the transactions with related parties during 2024-25 are provided in the accompanying Notes to the
financial statements.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company does not have any subsidiary, joint venture or associate company.

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.cochinmalabar.in/downloads/Annual_Return_2025.pdf

AUDITORS & AUDITORS'' REPORT

Statutory Auditors

M/s. Singhi & Co, Chartered Accountants (Firm Registration No.302049E) were appointed as the Statutory Auditors of
the Company at the Annual General Meeting held on August 21, 2024 to hold office for a period of five years till the
conclusion of the Annual General Meeting for the Financial Year 2028-29.

Your Company has received a certificate from M/s. Singhi & Co, Chartered Accountants confirming the eligibility
to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and
the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review
Board of the ICAI as required under the provisions of Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

M/s. Singhi & Co. (Firm Registration No.302049E), Chartered Accountants, Auditors of the Company, have submitted
their Independent Auditors Report on the Standalone Financial Statements for the Financial Year ended 31st March,
2025 and they have made no qualification, reservation or adverse remark or disclaimer in their Report. The Auditors
have confirmed that they comply with all the requirements and criteria and are otherwise qualified to continue to act
as Auditors of the Company.

Secretarial Auditors

The Board of Directors of the Company appointed Mrs. Sweety Kapoor, Practicing Company Secretary to carry out
secretarial audit for the financial year 2024-25 in terms of the provisions of Section 204(1) of the Companies Act,
2013 and Rules made thereunder. The Secretarial Audit Report for the Financial Year ended March 31, 2025 in the
prescribed Form MR-3 is provided in Annexure - 1 forming part of this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has appointed M/s. Maheswari Soni Kapoor & Associates., (ICSI Firm UIN: P2022WB093600), Company
Secretaries, Kolkata, a peer reviewed firm having peer review certificate no. 4019/2023, as the Secretarial Auditors of
the Company for the Financial Year 2025-26 in terms of the provisions of Section 204(1) of the Companies Act, 2013
and Rules made thereunder.

Cost Auditors

The Company is not required to maintain Cost Records as per Companies (Cost Records and Audit) Amendments
Rules, 2014 for Financial Year 2024-2025.

REPORTING OF FRAUD BY AUDITORS

There were no instances of fraud during the year under review, which required the Auditors to report to the Audit
Committee and/or the Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Companies
Act, 2013, Mr. C.P. Sharma, Wholetime Director (DIN : 00258646), retires by rotation at the forthcoming Annual General
Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment to the
members of the Company in the ensuing Annual General Meeting.

Mrs. Komal Bhotika (DIN : 08845578 ) was appointed as Additional Woman Director in the category of Non-Executive
Independent Director of the Company at the Board Meeting held on 28th March, 2025. She shall hold office till the
conclusion of the ensuing Annual General Meeting of the Company. Mrs. Komal Bhotika is proposed to be appointed
as Independent Director at the ensuing Annual General Meeting of the Company for a consecutive period of five
years with effect from 28^th March, 2025. As she is seeking appointment, the resume and other information as required
by Regulation 36 of the SEBI (LODR) Regulations, 2015 have been given in the notice convening the ensuing Annual
General Meeting.

The second term of appointment for five years of Mrs. Tara Purohit, Independent Director of the Company expired
on 31^st March, 2025. The Board places on record its deep appreciation for the valuable contribution, assistance and
guidance provided by Mrs. Purohit during her tenure of directorship.

All Independent Directors have submitted their disclosures to the Board that they meet the criteria as stipulated in
Section 149(6) of the Companies Act, 2013 and in accordance with Regulation 16(1)(b) of the SEBI (LODR) Regulations,
2015 which has been duly assessed by the Board as part of performance evaluation of Independent Directors. The
Independent Directors are not liable to retire by rotation. In the opinion of the Board, the Independent Directors are
persons of integrity, possesses the requisite expertise and experience and are independent of management. There
has been no change in the circumstances affecting their status as Independent Directors of the Company. All the
Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs,
Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013. The
Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act
and also Code of Conduct for Directors and senior management personnel.

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the
Independent Directors of the Company was held on 27^th January, 2025 to review the performance of Non-Independent
Directors and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the
flow of information between the Management and the Board and its Committees which is necessary to effectively
and reasonably perform and discharge their duties.

None of the Directors of the Company are disqualified pursuant to the provisions of Section 164 of the Companies
Act, 2013 or debarred or disqualified from being re-appointed or continuing as Directors of the Company by SEBI or
MCA or any other statutory authorities.

Independent Directors have been familiarized with the nature of operations and business module of the Company.

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. C.P.
Sharma, Wholetime Director, Mr. A.K. Ruia, Chief Financial Officer and Mr. Mohit Kandoi, Company Secretary. There
was no change in the Key Managerial Personnel of the Company during the year under review.

NUMBER OF BOARD MEETINGS HELD

During the financial year ended 31^st March, 2025, five (5) Board Meetings were held on 21^st May, 2024, 8^th August,
2024, 6^th November, 2024, 6^th February, 2025 & 28^th March, 2025. The maximum time gap between two consecutive
meetings was less than 120 days as stipulated under Section 173(1) of the Act, Regulation 17(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards issued by Institute of Company
Secretaries of India. The details of attendance of the Directors at the Board Meetings held during the financial year
2024-2025 is as under :

Name of the Director	No. of meetings entitled to attend	No. of meetings attended
Mr. Hemant Bangur	5	5
Mr. J.K. Surana	5	5
Mrs. Tara Purohit	5	5
Mr. C.P. Sharma	5	5
Mrs. Komal Bhotika*	1	1

* appointed as Additional Director under Independent Category w.e.f. 28th March, 2025
COMMITTEES OF THE BOARD
Audit Committee

The Board of Directors of the Company has constituted an Audit Committee of the Board in terms of the requirements
of Section 177 of the Companies Act, 2013 and Rules framed thereunder. During the year, the Audit Committee
comprised of two Independent Non-Executive Director and one Wholetime Director namely Mr. J.K. Surana, Mrs. Tara
Purohit & Mr. C.P. Sharma.

The Committee met 4 (four) times during the year on 21st May, 2024, 8th August, 2024, 6th November, 2024, & 6th
February, 2025 respectively. The time gap between two meetings was within the time prescribed under Companies
Act, 2013. The attendance of the Members at the Audit Committee Meetings is as under :

Name of the Director	Status	No. of meetings entitled to attend	No. of meetings attended
Mr. J.K. Surana	Chairman	4	4
Mrs. Tara Purohit	Member	4	4
Mr. C.P. Sharma	Member	4	4

Effective from 1⁵¹ April, 2025 the Audit Committee has been reconstituted as under:

Name of the Director	Category
Mr. J.K. Surana, Chairman	Independent Director
Mrs. Komal Bhotika, Member	Independent Director
Mr. C.P. Sharma, Member	Wholetime Director

Nomination & Remuneration Committee

The Board of Directors of the Company has constituted a Nomination and Remuneration Committee of the Board in
terms of the requirements of Section 178 of the Companies Act, 2013 and Rules framed thereunder. The Nomination
& Remuneration Committee comprised of two Independent Non-Executive Directors and one Promoter Director
namely Mr. J.K. Surana, Mrs. Tara Purohit & Mr. Hemant Bangur.

During the year under review, the Committee met thrice on 21^st May, 2024, 8^th August, 2024 and 28^th March, 2025. The
attendance of the Members at the Nomination & Remuneration Committee Meetings is as under :

Name of the Director	Status	No. of meetings entitled to attend	No. of meetings attended
Mr. J.K. Surana	Chairman	3	3

Mrs. Tara Purohit	Member	3	3
Mr. Hemant Bangur	Member	3	3

Effective from 1^st April, 2025 the Nomination & Remuneration Committee has been reconstituted as under:

Name of the Director	Category
Mr. J.K. Surana, Chairman	Independent Director
Mrs. Komal Bhotika, Member	Independent Director
Mr. Hemant Bangur, Member	Non-Executive Director

Stakeholders Relationship Committee

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee of the Board in terms
of the requirements of Section 178 of the Companies Act, 2013 and Rules framed thereunder. During the year the
Stakeholders Relationship Committee comprised of one Wholetime Director and two Independent Non-Executive
Director namely, Mr. C.P. Sharma, Mr. J.K. Surana & Mrs. Tara Purohit.

During the year under review, the Committee met once on 28^th March, 2025. The attendance of the Members at the
Stakeholders Relationship Committee Meetings is as under:

Name of the Director	Status	No. of meetings entitled to attend	No. of meetings attended
Mr. C.P. Sharma	Chairman	1	1
Mr. J.K. Surana	Member	1	1
Mrs. Tara Purohit	Member	1	1

Effective from 1^st April, 2025 the Stakeholders Relationship Committee has been reconstituted as under:

Name of the Director	Category
Mr. C.P. Sharma, Chairman	Wholetime Director
Mr. J.K. Surana, Member	Independent Director
Mrs. Komal Bhotika, Member	Independent Director

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Board of Directors have carried out the annual performance evaluation of its own performance,
Committees of the Board, individual Directors of the Company for the Financial Year ended 31^st March, 2025. The
performance of the Board was evaluated by the Board based on the criteria such as the Board composition and
structure, effectiveness of Board process, information and functioning etc. The performance of the Committees was
evaluated by the Board based on the criteria such as composition of the Committees, effectiveness of the Committee
Meetings etc.

Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director
being evaluated.

The Board of Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee adopted the Remuneration
Policy which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior
Management personnel and their remuneration.

The Board has an appropriate mix of knowledge, wisdom and varied industry experience to guide the Company in
achieving its objectives in a sustainable manner.

As on 31^st March, 2025, the Board consists of 5 members, of which, four are Non-Executive Directors (NED) and one
Wholetime Director (WTD). The Board has three Independent Directors including two Woman Director, One Promoter

Non-Executive Director and One Executive Director. The need for change in its composition and size are evaluated
periodically. The Company pays remuneration to non-executive directors by way of sitting fees. The remuneration
paid to the Directors and KMP is as per the terms laid out in the Nomination and Remuneration Policy of the Company
which is available at the website of the Company i.e. https://www.cochinmalabar.in/nr policy.pdf

Category	Name of Directors
Promoter Director	Mr. Hemant Bangur
Non-Executive Director
Independent Non-Executive Woman Director	Mrs. Tara Purohit
	Mrs. Komal Bhotika*
Independent Non-Executive Director	Mr. J.K. Surana
Executive Director	Mr. C.P. Sharma
Wholetime Director

* appointed as Additional Director under Independent Category w.e.f. 28th March, 2025
DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors confirm that:

i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and
there has been no material departures;

ii) the selected Accounting Policies were applied consistently and the Directors 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 as at
31^st March, 2025 and of the profits of the Company for the year ended on that date;

iii) 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;

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

v) the internal financial controls have been laid down and such internal financial controls are adequate and are
operating effectively; and

vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and has established the necessary mechanism to report concerns
about unethical behavior or suspected fraud in violation of Company''s Code of Conduct or any other point of concern.
The policy has been disclosed on the website of the Company and the weblink for the same is http://cochinmalabar.
in/whistle_blower.pdf

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Board of Directors of the Company has laid down a policy on prevention of sexual harassment at the workplace.
Your Company provides a safe and healthy work environment. No complaint was pending at the beginning of the
year, no complaint was received during the year, and hence, no complaint was pending at the end of the year.

RISK MANAGEMENT

The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a
properly defined frame work.

ADEQUACY OF INTERNAL FINANICAL CONTROL SYSTEM

For ensuring methodical and efficient conduct of its business, the Board has adopted policies and procedures. Thus, it
ensures safeguarding of assets and resources of the Company, prevention and detention of frauds and errors, accuracy
and completeness of the accounting records and timely preparation of financial disclosures.

Your Board is of the opinion that the Internal Financial Control affecting the financial statement of your Company are
adequate and operating efficiently.

The Internal Audit of the Company was conducted by M/s. Ekta Goswami & Associates., Company Secretaries. 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 SOCIAL RESPONSIBILITY (CSR)

The Company does not fall under the criteria of section 135 of the Companies Act, 2013, read with Companies
(Corporate Social Responsibility) Rules, 2014 for the financial year under review.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company was not required to transfer any amounts to IEPF, as there are no unclaimed or unpaid dividends.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT for the year under review in terms of Regulation 34(2)(e) read
with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Economic Review, Industry Structure & Development

In 2024, the global economy experienced moderate growth of 3.3% amid a challenging macroeconomic environment.
Persistent geopolitical tensions, disruptions in trade routes, and high interest rates in major economies created
headwinds for global trade and consumption. However, resilient labour markets, easing inflationary pressures, and
stable private consumption helped sustain economic activity, particularly in emerging markets.

India''s industry structure is evolving, with a focus on promoting economic growth through various policies and
initiatives.

Opportunities, Threats and Outlook

India is projected to continue its strong economic growth in 2025, but faces potential headwinds from geopolitical
tensions and trade policy uncertainties. While consumer spending and government initiatives are expected to drive
growth, rising input costs and inflation could pressure businesses.

Operational Review

During the year, the Company has earned commission income by assisting clients in developing their business.
Further, the Company is developing its land assets in Goa.

Internal Control Systems and their adequacy

A separate paragraph on Internal Control System and their adequacy, risk management and discussion of financial
performance has been provided in this report.

Significant changes (more than 25%) in key financial ratios, along with detailed explanations

Sl. No.	Key Financial Ratios	31.03.2025	31.03.2024	Change(%)	Remarks
1	Interest Service Coverage Ratio	3.91	2.06	90%	Due to profit during current year
2	Current Ratio	0.14	0.19	-26%	Decrease in Current Assets during the year
3	Debt Equity Ratio	(2.15)	(1.65)	30%	Due to decrease in borrowings

• Since the Company has no revenue from operations during the year ended 31^st March, 2025 and 31^st March,
2024, Debtors''Turnover, Inventory Turnover, Operating Profit Margin and Net Profit Margin is not calculated.

CORPORATE GOVERNANCE

The Company is having a Paid-up equity share capital not exceeding ? 10 crore and Networth not exceeding ?25 crore
and hence as per SEBI (LODR) Regulations, 2015, corporate governance requirements provided under Regulations 17
to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the Listing
Regulations are not applicable to your Company.

STATEMENT PURSUANT TO SECTION 197(2) OF COMPANIES ACT,2013 READ WITH RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None of the employees of the Company fall within the purview of the information required under Section 197 read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the
Financial Year.

DISCLOSURE PERTAINING TO REMUNERATION AND OTHER DETAILS 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 BELOW

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year alongwith the percentage increase in remuneration of each Director and Key
Managerial Personnel (KMP) during the financial year:

Sl. No.	Name of Director and KMP	Designation	Ratio of remuneration of each Director/KMP to the median remuneration of employees	% increase in remuneration in the Financial Year 2024-25
1.	Mr. C.P. Sharma	Wholetime Director	1.00	-
2.	Mr. A.K. Ruia	Chief Financial Officer	Not Applicable	50%
3.	Mr. Mohit Kandoi	Company Secretary	Not Applicable	6.67%

The Independent Directors & Non-Executive Directors of the Company are entitled to sitting fee as per
statutory provisions of the Companies Act, 2013, details of which has been provided in the Board Report.
The ratio of remuneration and percentage increase for the same is, therefore, not considered for the purpose
above.

(ii) The percentage increase in the median remuneration of employees in the Financial year 2024-25 : 8.69%.

(iii) Number of permanent employees on the roll of the Company as on 31^st March, 2025 : 3.

(iv) 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 part out if there are any exceptional circumstances for increase in the managerial
remuneration : NIL.

(v) Affirmation that remuneration is as per remuneration policy of the Company : Yes.

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

Your Company did not have any manufacturing activity during the Financial Year ended 31^st March, 2025 and as such

information in accordance with the provisions of clause (m) of Sub-section (3) of Section 134 of the Companies Act,

2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not attached.

The Company does not have any Foreign Exchange inflow & outgo during the year.

OTHER DISCLOSURES

i) There were no material changes and commitments affecting the financial position of the Company occurring
between 31st March, 2025 and the date of this Report.

ii) There is no change in the nature of business of the Company.

iii) There were no significant and material orders passed by regulator or courts or tribunals impacting the going
concern status and Company''s operation in future.

iv) There were no instances of one time settlement with any Bank or Financial Institution.

v) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and as on date of this
report, there was no application made and proceedings initiated / under the Insolvency and Bankruptcy
Code, 2016.

vi) There are no agreements entered into by the shareholders, promoters, promoter group entities, related
parties, directors, key managerial personnel, employees of the Company among themselves or with the
Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose
purpose and effect is to, impact the management or control of the Company or impose any restriction or
create any liability upon the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for assistance and cooperation received from the

commercial banks and other authorities.

On behalf of the Board

Place: Kolkata (C.P. Sharma) (Hemant Bangur)

Date : 9^th May, 2025 Wholetime Director Director

---

Mar 31, 2024

Your Directors present the 94^th Annual Report together with Audited Financial Statements of the Company for the
financial year ended 31^st March, 2024.

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31^st March, 2024 are as under :

(Amount in '' thousands)

PARTICULARS	31.03.2024	31.03.2023
Revenue from Operations	-	-
Other Income	11400.56	-
Total Income	11400.56	-
Profit /(Loss) before Depreciation, Finance Cost & Tax	10323.97	(1328.53)
Depreciation	328.08	413.77
Finance Cost	5004.21	4770.33
Profit /(Loss) before Tax	4991.68	(6512.63)
Tax Expense	-	-
Profit /(Loss) after Tax	4991.68	(6512.63)
Other Comprehensive Income (Net of Tax)	-	-
Total Comprehensive Income	4991.68	(6512.63)

DIVIDEND & RESERVES

In view of accumulated losses, the Board of Directors regret their inability to propose any dividend for the year ended
31^st March, 2024.

The Company has not transferred any amount to the General Reserve during the financial year ended 31^st March,
2024.

OPERATIONS AND STATE OF COMPANY''S AFFAIRS.

The Rubberwood Factory has not been in operation for nearly 26 years pursuant to notice received from the Deputy
Conservator of Forests (Protection), Trivandrum. The Networth of the Company has been fully eroded. During the
year, the Company has forayed into new business of assiting clients in developing their business in respect of which
commission income of Rs. 114.01 lakhs has been received. The Company is developing its land assets in Goa based on
which the going concern status of the Company is maintained.

SHARE CAPITAL

The issued, subscribed and paid-up share capital of the Company as on 31st March, 2024 stood at ? 17,719,080 divided
into 17,71,908 Equity Shares of ? 10 each fully paid-up. The Company has not issued shares with differential voting
rights or sweat equity shares, nor has it granted any stock options. As on 31st March, 2024, none of the Directors of
the Company hold instruments convertible into equity shares of the Company.

During the year under review, there has been no change in the capital structure of the Company.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed and traded on BSE Ltd, Scrip Code : 508571 and listing fees for the
Financial Year 2024-2025 of BSE Ltd has been paid.

PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 of the Act and the Companies
(Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on public deposits was
outstanding as on the date of the Balance Sheet.

LOANS, GUARANTEES AND INVESTMENTS

The Company has not granted loans or given guarantees or made investments during the year under review.
RELATED PARTY TRANSACTIONS

All related party transactions are entered on arm''s length basis and are in compliance with the applicable provisions
of the Companies Act, 2013. There are no materially related party transactions made by the Company with promoters,
directors or key managerial personnel etc. during the year which might have potential conflict with the interest of the
Company at large. A statement of all related party transactions is placed before the Audit Committee for approval. The
particulars of related party transactions in accordance with IND AS-24 have been disclosed in the financial statements
of the Company.

None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Accordingly,
no transactions are being reported in Form AOC-2 in terms of section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

The Company does not have any subsidiary, joint venture or associate company.

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.cochinmalabar.in/downloads/Annual_Return_2024.pdf
AUDITORS & AUDITORS'' REPORT
Statutory Auditors

M/s. J K V S & Co., Chartered Accountants (Firm Registration No.318086E), Auditors of the Company, have submitted
their Independent Auditors Report on the Standalone Financial Statements for the Financial Year ended 31^st March,
2024 and they have made no qualification, reservation or adverse remark or disclaimer in their Report. The Auditors
have confirmed that they comply with all the requirements and criteria and are otherwise qualified to continue to act
as Auditors of the Company.

The term of the Statutory Auditors of the Company, M/s. J K V S & Co. Chartered Accountants, expires at the ensuing
Annual General Meeting in accordance with the provisions of the Companies Act, 2013.

The Board has appointed M/s. Singhi & Co, Chartered Accountants (Firm Registration No. 302049E) as the Statutory
Auditors of the Company to hold the office from the conclusion of the forthcoming Annual General Meeting till the
conclusion of the 99^th Annual General Meeting for the Financial Year 2028-29 for a period of 5 consecutive years.

The Company has received a letter from M/s. Singhi & Co., Chartered Accountants to the effect that their appointment,
if made, would be within the prescribed limits under Section 139 of the Act and that they are not disqualified for
appointment.

Secretarial Auditors

The Board of Directors of the Company had appointed Mrs. Sweety Kapoor, Practicing Company Secretary to carry
out secretarial audit for the financial year 2023-24 in terms of the provisions of Section 204(1) of the Companies Act,
2013 and Rules made thereunder.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 in the prescribed Form MR-3 is provided in
Annexure - 1 forming part of this report.

There is no qualification, reservation or adverse remark made by the Secretarial Auditors in their Secretarial Audit
Report for the Financial Year ended 31st March, 2024.

Cost Auditors

The Company is not required to maintain Cost Records as per Companies (Cost Records and Audit) Amendments
Rules, 2014 for Financial Year 2023-2024.

REPORTING OF FRAUD BY AUDITORS

There were no instances of fraud during the year under review, which required the Auditors to report to the Audit
Committee and/or the Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the
Companies Act, 2013, Shri Hemant Bangur, Director (DIN : 00040903), retires by rotation at the forthcoming Annual
General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment to
the members of the Company in the ensuing Annual General Meeting.

Shri J.K. Surana (DIN : 00582653) was appointed as Independent Director of the Company for five consecutive years for
a term upto 16^th June, 2024. On the recommendation of the Nomination and Remuneration Committee, the Board in
its meeting held on 21^st May, 2024 has recommended his reappointment as Independent Director for a second term of
five consecutive years w.e.f. 17^th June, 2024 who shall not be liable to retire by rotation. The Board is of the opinion that
his association would be of immense benefit to the Company and it is desirable to avail his service as Independent
Director. As he is seeking re-appointment, the resume and other information as required by Regulation 36 of the SEBI
(LODR) Regulations, 2015 have been given in the notice convening the ensuing Annual General Meeting.

All Independent Directors have submitted their disclosures to the Board that they meet the criteria as stipulated in
Section 149(6) of the Companies Act, 2013 and in accordance with Regulation 16(1)(b) of the SEBI (LODR) Regulations,
2015 which has been duly assessed by the Board as part of performance evaluation of Independent Directors. The
Independent Directors are not liable to retire by rotation. In the opinion of the Board, the Independent Directors are
persons of integrity, possesses the requisite expertise and experience and are independent of management. There
has been no change in the circumstances affecting their status as Independent Directors of the Company. All the
Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs,
Manesar, Gurgaon as notified by the Central Government under Section 150(1) of the Companies Act, 2013. The
Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act
and also Code of Conduct for Directors and senior management personnel.

As stipulated by the Code of Independent Directors under the Companies Act, 2013, a separate meeting of the
Independent Directors of the Company was held on 31^st January, 2024 to review the performance of Non-Independent
Directors and the Board as whole. The Independent Directors also reviewed the quality, content and timeliness of the
flow of information between the Management and the Board and its Committees which is necessary to effectively
and reasonably perform and discharge their duties.

None of the Directors of the Company are disqualified pursuant to the provisions of Section 164 of the Companies
Act, 2013 or debarred or disqualified from being re-appointed or continuing as Directors of the Company by SEBI or
MCA or any other statutory authorities.

Independent Directors have been familiarized with the nature of operations and business module of the Company.

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri C.P.
Sharma, Wholetime Director, Shri A.K. Ruia, Chief Financial Officer and Shri M. Kandoi, Company Secretary.

NUMBER OF BOARD MEETINGS HELD

During the financial year ended 31^st March, 2024, four Board Meetings were held on 12^th May, 2023, 10^th August, 2023,
3^rd November, 2023 & 2^nd February, 2024. The maximum time gap between two consecutive meetings was less than
120 days as stipulated under Section 173(1) of the Act, Regulation 17(2) of the Listing Regulations and Secretarial
Standards issued by Institute of Company Secretaries of India. The details of attendance of the Directors at the Board
Meetings held during the financial year 2023-2024 is as under :

Name of the Director	No. of meetings entitled to attend	No. of meetings attended
Shri Hemant Bangur	4	4
Shri J.K. Surana	4	4
Smt. Tara Purohit	4	4
Shri C.P. Sharma	4	4

COMMITTEES OF THE BOARD
Audit Committee

The Board of Directors of the Company has constituted an Audit Committee of the Board in terms of the requirements
of Section 177 of the Companies Act, 2013 and Rules framed thereunder. The Audit Committee comprises of two
Independent Non-Executive Director and one Wholetime Director namely Shri J.K. Surana, Smt. Tara Purohit & Shri
C.P. Sharma.

The Committee met 4 (four) times during the year on 12^th May, 2023, 10^th August, 2023, 3^rd November, 2023 & 2^nd
February, 2024 respectively. The time gap between two meetings was within the time prescribed under Companies
Act, 2013. The attendance of the Members at the Audit Committee Meetings is as under :

Name of the Director	Status	No. of meetings entitled to attend	No. of meetings attended
Shri J.K. Surana	Chairman	4	4
Smt. Tara Purohit	Member	4	4
Shri C.P. Sharma	Member	4	4

Nomination & Remuneration Committee

The Board of Directors of the Company has constituted a Nomination and Remuneration Committee of the Board in
terms of the requirements of Section 178 of the Companies Act, 2013 and Rules framed thereunder. The Nomination &
Remuneration Committee comprises of two Independent Non-Executive Directors and one Promoter Director namely
Shri J.K. Surana, Smt. Tara Purohit & Shri Hemant Bangur.

During the year under review, the Committee met twice on 12^th May, 2023 and 2^nd February, 2024. The attendance of
the Members at the Nomination & Remuneration Committee Meetings is as under :

Name of the Director	Status	No. of meetings entitled to attend	No. of meetings attended
Shri J.K. Surana	Chairman	2	2
Smt. Tara Purohit	Member	2	2
Shri Hemant Bangur	Member	2	2

Stakeholders Relationship Committee

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee of the Board in terms
of the requirements of Section 178 of the Companies Act, 2013 and Rules framed thereunder. The Stakeholders
Relationship Committee comprises of one Wholetime Director and two Independent Non-Executive Director namely,
Shri C.P. Sharma, Shri J.K. Surana & Smt. Tara Purohit.

During the year under review, the Committee met once on 28^th March, 2024. The attendance of the Members at the
Stakeholders Relationship Committee Meetings is as under:

Name of the Director	Status	No. of meetings entitled to attend	No. of meetings attended
Shri C.P. Sharma	Chairman	1	1
Shri J.K. Surana	Member	1	1
Smt. Tara Purohit	Member	1	1

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, and SEBI (LODR) Regulations, 2015 the Board of Directors have
carried out the annual performance evaluation of its own performance, Committees of the Board, individual Directors
of the Company for the Financial Year ended 31^st March, 2024. The performance of the Board was evaluated by the
Board based on the criteria such as the Board composition and structure, effectiveness of Board process, information
and functioning etc. The performance of the Committees was evaluated by the Board based on the criteria such as
composition of the Committees, effectiveness of the Committee Meetings etc.

The Board of Directors expressed their satisfaction with the evaluation process. Performance Evaluation of Independent
Directors were done by the entire Board excluding the Independent Director being evaluated.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Policy adopted the Remuneration
Policy which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior
Management personnel and their remuneration.

The Board has an appropriate mix of knowledge, wisdom and varied industry experience to guide the Company in
achieving its objectives in a sustainable manner.

As on 31^st March, 2024, the Board consists of 4 members, of which, three are Non-Executive Directors (NED) and one
Wholetime Director (WTD). The Board has two Independent Directors including one Woman Director, One Promoter
Non-Executive Director and One Executive Director. The need for change in its composition and size are evaluated
periodically. The Company pays remuneration to non-executive directors by way of sitting fees. The remuneration
paid to the Directors and KMP is as per the terms laid out in the Nomination and Remuneration Policy of the Company
which is available at the website of the Company i.e. https://www.cochinmalabar.in/nr_policy.pdf

Category	Name of Directors
Promoter Director
Non-Executive Director	Shri Hemant Bangur
Independent Non-Executive Woman Director	Smt. Tara Purohit
Independent Non-Executive Director	Shri J.K. Surana
Executive Director
Wholetime Director	Shri C.P. Sharma

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors confirm that:

i) in the preparation of the annual accounts, the applicable Accounting Standards have been followed and
there has been no material departures;

ii) the selected Accounting Policies were applied consistently and the Directors 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 as at
31^st March, 2024 and of the profits of the Company for the year ended on that date;

iii) 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;

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

v) the internal financial controls have been laid down and such internal financial controls are adequate and are
operating effectively; and

vi) the Company has adequate internal systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and has established the necessary mechanism to report concerns
about unethical behavior or suspected fraud in violation of Company''s Code of Conduct or any other point of concern.
The policy has been disclosed on the website of the Company and the weblink for the same is http://cochinmalabar.
in/whistle_blower.pdf

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Board of Directors of the Company has laid down a policy on prevention of sexual harassment at the workplace.
Your Company provides a safe and healthy work environment.

During the financial year 2023-24, the Company has not received any complaints on sexual harassment and no
complaints are remaining pending as on March 31, 2024.

RISK MANAGEMENT

The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a
properly defined frame work.

ADEQUACY OF INTERNAL FINANICAL CONTROL SYSTEM

For ensuring methodical and efficient conduct of its business, the Board has adopted policies and procedures. Thus, it
ensures safeguarding of assets and resources of the Company, prevention and detention of frauds and errors, accuracy
and completeness of the accounting records and timely preparation of financial disclosures.

Your Board is of the opinion that the Internal Financial Control affecting the financial statement of your Company are
adequate and operating efficiently.

The Internal Audit of the Company is conducted by a Practicing Company Secretary. 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 SOCIAL RESPONSIBILITY (CSR)

The Company does not fall under the criteria of section 135 of the Companies Act, 2013. read with Companies
(Corporate Social Responsibility) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI).

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company was not required to transfer any amounts to IEPF, as there are no unclaimed or unpaid dividends.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT for the year under review in terms of Regulation 34(2)(e)
read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock
Exchange in India :-

Economic Review, Industry Structure & Development

Global economic growth in 2024 is expected to remain subdued with Central Banks continuing to take a cautious
stance on policy rates, withdrawal of fiscal support especially in advanced economies, resulting in stronger focus on
budget deficits in a high interest rate environment and low underlying productivity growth.

Opportunities, Threats and Outlook

The Indian economy is estimated to grow by 6.7% in FY 2024 driven by sustained domestic demand with private
investment and government consumption. Manufacturing and construction has delivered robust growth with
increased infrastructure spending, regional supply chain diversification and government incentives to boost activity

with Production Linked Incentive schemes and national infrastructure program amongst others.

One of the key risks to the outlook is escalation of geopolitical conflicts leading to increase in energy prices, disrupting
supply demand balance and impacting overall global activity. 2024 is also an election year for several countries
including US, UK, and India - and policy uncertainty could lead to short term weakness in economic environment.
Other risks include elevated interest rates leading to debt distress, slower growth in China and trade fragmentation.

Operational Review

During the year, the Company has ventured into new business of assisting clients in developing their business. Further,
the Company is developing its land assets in Goa.

Internal Control Systems and their adequacy

A separate paragraph on Internal Control System and their adequacy, risk management and discussion of financial
performance has been provided in this report.

Significant changes (more than 25%) in key financial ratios, along with detailed explanations

Sl. No.	Key Financial Ratios	31.03.2024	31.03.2023	Change(%)	Remarks
1	Interest Service Coverage Ratio	2.06	(0.28)	-835.71%	Due to profit during current year
2	Current Ratio	0.19	0.03	533.33%	Increase in Current Assets during the year

• Since the Company has no revenue from operations during the year ended 31^st March, 2024 and 31^st March,
2023, Debtors''Turnover, Inventory Turnover, Operating Profit Margin and Net Profit Margin is not calculated.

• Since the Networth of the Company is negative, Debt Equity Ratio and Return on Networth is not calculated.
CORPORATE GOVERNANCE

The Company is having a Paid-up equity share capital not exceeding ? 10 crore and Networth not exceeding ?25 crore
and hence as per SEBI (LODR) Regulations, 2015, corporate governance requirements provided under Regulations
17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of the Listing
Regulations are not applicable to your Company.

STATEMENT PURSUANT TO SECTION 197(2) OF COMPANIES ACT,2013 READ WITH RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

None of the employees of the Company fall within the purview of the information required under Section 197 read
with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the
Financial Year.

DISCLOSURE PERTAINING TO REMUNERATION AND OTHER DETAILS 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 BELOW

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the
Company for the financial year alongwith the percentage increase in remuneration of each Director and Key
Managerial Personnel (KMP) during the financial year:

Sl. No.	Name of Director and KMP	Designation	Ratio of remuneration of each Director/KMP to the median remuneration of employees	% increase in remuneration in the Financial Year 2023-24
1.	Shri C.P. Sharma	Wholetime Director	1.00	50%
2.	Shri A.K. Ruia	Chief Financial Officer	0.33	-
3.	Shri M. Kandoi	Company Secretary	2.50	-

The Independent Directors & Non-Executive Directors of the Company are entitled to sitting fee as per
statutory provisions of the Companies Act, 2013, details of which has been provided in the Board Report.
The ratio of remuneration and percentage increase for the same is, therefore, not considered for the purpose
above.

(ii) The percentage increase in the median remuneration of employees in the Financial year 2023-24 : 9.52%.

(iii) Number of permanent employees on the roll of the Company as on 31^st March, 2024 : 3.

(iv) 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 part out if there are any exceptional circumstances for increase in the managerial
remuneration : NIL.

(v) Affirmation that remuneration is as per remuneration policy of the Company : Yes.

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

Your Company did not have any manufacturing activity during the Financial Year ended 31^st March, 2024 and as such

information in accordance with the provisions of clause (m) of Sub-section (3) of Section 134 of the Companies Act,

2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not attached.

The Company does not have any Foreign Exchange inflow & outgo during the year.

OTHER DISCLOSURES

i) There were no material changes and commitments affecting the financial position of the Company occurring
between 31st March, 2024 and the date of this Report.

ii) During the year, the Company has forayed into new business of assisting clients in developing their business
in respect of which the Company receives commission income.

iii) There were no significant and material orders passed by regulator or courts or tribunals impacting the going
concern status and Company''s operation in future.

iv) There were no instances of one time settlement with any Bank or Financial Institution.

v) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 and as on date of this
report, there was no application made and proceedings initiated / under the Insolvency and Bankruptcy
Code, 2016.

vi) There are no agreements entered into by the shareholders, promoters, promoter group entities, related
parties, directors, key managerial personnel, employees of the Company among themselves or with the
Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose
purpose and effect is to, impact the management or control of the Company or impose any restriction or
create any liability upon the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for assistance and cooperation received from the

commercial banks and other authorities.

On behalf of the Board

Place: Kolkata (C.P. Sharma) (Hemant Bangur)

Date: 21^st May, 2024 Wholetime Director Director

---

Mar 31, 2014

To the Members

The Directors have pleasure in presenting their 84th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE :

(Amount in Rs.)

31.03.2014 31.03.2013

Profit /(Loss) for the year before Depreciation 40,73,83,868 (4,13,01,998)

Deduct : Depreciation Profit /(Loss) before Tax 40,73,83,868 (4,13,01,998)

Deduct : Provision for Corporate Taxation / Excess

Tax Provision of earlier years written back - 57,29,928

Net Profit /(Loss) 40,73,83,868 (3,55,72,070)

Add : Balance of Profit /(Loss) brought forward from previous year (42,10,70,904) (24,30,27,650)

Add : Adjustment due to Scheme of Arrangement - (7,86,98,646)

Add : Net impact on Profit /(Loss) for 01/04/2011 to 31/03/2012 due to Scheme of Arrangement - (6,37,72,538)

Balance Carried to Balance Sheet (1,32,19,149) (42,10,70,904)

DIVIDEND

In view of accumulated losses, your Directors regret their inability to propose any dividend for the year ended 31st March, 2014.

OPERATIONAL REVIEW

The Company did not have any manufacturing activities during the year and there was also no operation at Goa since the same was suspended long back. One of the properties at Goa has been sold and the same will be recognized in the books of account after completion of necessary formalities.

The Company entered into a fresh Memorandum of Understanding with the legal heirs of PKC Ahammed Kutty and other sub-purchasers revising the earlier terms and conditions for the sale of Kinalur Estate of the Company and finally the protracted dispute of Kinalur Estate has been settled at the intervention of the Kerala Government. The Company has received the entire sale consideration in respect of the sale of the Kinalur Estate and has made a capital gain of Rs.5343.57 lacs. The carry forward losses of the Company have been reduced from Rs.4210.70 lacs to Rs.136.65 lacs during the year.

In view of the ban imposed by the forest department, the Rubber Wood Factory at Kinalur still continues to be non- operational. The representation of the Company before the forest department for withdrawal of ban is pending.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms :

i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii) that the selected Accounting Policies were applied consistently and the Directors 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 as at March 31, 2014 and of the profits of the Company for the year ended on that date;

iii) that proper and sufficient care has been taken 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) that the annual accounts have been prepared on a going concern basis; and

v) that the Company has adequate internal systems and controls to ensure compliance of laws applicable to the Company.

HOLDING COMPANY

In view of the withdrawal of nominee directors by M/s. Joonktollee Tea & Industries Ltd. from the Board of the Company during the year, M/s. Joonktollee Tea & Industries Ltd. ceased to be the Holding Company of our Company.

FIXED DEPOSITS

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

SECRETARIAL COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of the Companies Act, 1956, Certificate from a Practicing Company Secretary forming part of this Report is attached herewith.

DIRECTORS

Shri Hemant Bangur, Shri K. C. Mohta and Shri B. L. Dhanuka ceased to be Directors, in view of withdrawal of nomination by M/s. Joonktollee Tea & Industries Ltd. from the Board of the Company during the year.

Shri M. L. Sharma and Shri R. K. Gupta were appointed as Directors on the Board of the Company to fill up the casual vacancies caused by the resignation of Nominee Directors of M/s. Joonktollee Tea & Industries Ltd. namely Shri Hemant Bangur and Shri K. C. Mohta.

During the year, Shri C. P. Sharma was appointed as an Additional Director of the Company. Shri Sharma, holds office only upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing his name for the office of Director liable to retire by rotation.

During the year, Shri B. R. Bhansali, Director of the Company, resigned from the Board.

Shri M. L. Sharma, Director of the Company, resigned from the Board during the current year.

The Board placed on record its deep appreciation for the valuable contribution made by Shri Hemant Bangur, Shri K. C. Mohta, Shri B. L. Dhanuka, Shri B. R. Bhansali and Shri M. L. Sharma during the tenure of their Directorship.

Shri R. K. Gupta is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

Shri P. J. Bhide has been appointed as Independent Director for one year for a term upto the conclusion of the next Annual General Meeting of the Company as per the provisions of Section 149 and other applicable provisions, if any, of the Companies Act, 2013 and is not liable to retire by rotation. The Company has received requisite notice in writing from a member proposing Shri P. J. Bhide for appointment as an Independent Director of the Company.

Shri B. L. Surana has been appointed as an Additional Director of the Company during the current year, who holds office upto the conclusion of the ensuing Annual General Meeting and being eligible offers himself for appointment as an Independent Director of the Company for one year for a term upto the conclusion of the next Annual General Meeting of the Company as per the provisions of Section 149 and other applicable provisions, if any, of the Companies Act, 2013 and is not liable to retire by rotation. The Company has received requisite notice in writing from a member proposing Shri B. L. Surana for appointment as an Independent Director of the Company.

The Company has received declarations from all the Independent Directors of the Company that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

Necessary resolutions for the appointment/re-appointment of the aforesaid directors have been included in the notice convening the ensuing Annual General Meeting and details of the proposal for appointment/re-appointment are mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the ensuing Annual General Meeting.

CONSTITUTION OF COMMITTEES

During 2014-15, your Directors have constituted the following Committees –

a) Audit Committee;

b) Nomination & Remuneration Committee; and

c) Stakeholders Relationship Committee

AUDITORS & AUDITORS'' REPORT

The Statutory Auditors of the Company, M/s. Singhi & Co. Chartered Accountants, retire in accordance with the provisions of the Companies Act, 1956 and are eligible for re-appointment. M/s. Singhi & Co., Chartered Accountants, have sought the re-appointment and have confirmed that their re-appointment, if made, shall be within the limits. M/s. Singhi & Co. has submitted the Peer Review certificate issued to them by Institute of Chartered Accountants of India (ICAI). The Board of Directors recommends the re- appointment of M/s. Singhi & Co., Chartered Accountants, as the Statutory Auditors of the Company to hold the office from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

PARTICULARS OF EMPLOYEES

The Company had no employee of the category specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, as amended.

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

Since the Company did not have any manufacturing activity during the Financial Year ended 31/03/2014 information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not attached.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for assistance and cooperation received from the commercial banks and other authorities.

On behalf of the Board

Place: Kolkata R.K. Gupta C.P. Sharma 29th May, 2014 Director Director

---

Mar 31, 2013

To the Members,

The Directors have pleasure in presenting their 83rd Annual Report and Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE (Amount in Rs.)

31.03.2013 31.03.2012

Profit/(Loss) for the year before Depreciation (41,301,998) 57,989,733

Deduct: Depreciation - 5,079,602

Profit/(Loss)before Tax (41,301,998) 52,910,131

Deduct: (Provision for Corporate Taxation)/Excess 5,729,928 - Tax Provision of earlier years written back

Net Profit/(Loss) (35,572,070) 52,910,131

Add: Balance of Profit/(Loss) brought forward from (243,027,650) (295,937,781) previous year

Add : Adjustment due to Scheme of Arrangement (78,698,646) -

Add : Net impact on Profit /(Loss) for 01/04/2011 to (63,772,538) - 31/03/2012 due to Scheme of Arrangement

Balance Carried to Balance Sheet (421,070,904) (243,027,650)

DIVIDEND

In view of accumulated losses, your Directors regret their inability to propose any dividend for the year ended 31st March, 2013.

SCHEME OF ARRANGEMENT

The Company since received final order from the Hon''ble High Court of Calcutta confirming the Scheme of Arrangement by which the Cochin Plantation Division of the Company comprising of Chemoni, Echipara & Pudukad Rubber Estates, Pullikanam & Kolahalmedu Tea Estates and legal proceedings of Sampaji Rubber Estates demerged from the Company and merged with Joonktollee Tea & Industries Ltd. The Company has already implemented the Scheme of Arrangement. The aforesaid financial results depicts the results after demerger of the Cochin Plantation Division.

OPERATIONAL REVIEW

Since the Company did not have any manufacturing activities during the current year, it incurred losses to the tune of t 355.72 Lacs. After the demerger of the Cochin Plantation Division, the Company has only Kinalur Rubber Estate with a Rubber Wood Factory. The Kinalur Rubber Estate is in litigation and as such there was no operation. In view of the ban imposed by the forest department, the Rubber Wood Factory at Kinalur still continues to be non-operational. The representation of the Company before the forest department for withdrawal of ban is pending. Operations at Goa properties were also suspended long back.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors ofthe Company confirms :

i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii) that the selected Accounting Policies were applied consistently and the Directors 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 as at March 31,2013 and of the profits of the Company for the year ended on that date;

iii) that proper and sufficient care has been taken 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) that the annual accounts have been prepared on a going concern basis; and

v) that the Company has adequate internal systems and controls to ensure compliance of laws applicable to the Company.

HOLDING COMPANY

M/s. Joonktollee Tea & Industries Ltd. continues to remain the Holding Company of the Company by virtue of Section 4(1)(a) of the Companies Act, 1956.

SUBSIDIARY COMPANY

M/s. Cochin Estates Ltd. ceased to be a subsidiary of the Company w.e.f. 12th February, 2013 and as such the Company does not have any subsidiary as on 31st March, 2013.

FIXED DEPOSITS

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

SECRETARIAL COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of the Companies Act, 1956, Certificate from a Practicing Company Secretary forming part ofthis Report is attached herewith.

DIRECTORS

Shri Hemant Bangur and Shri K. C. Mohta retire by rotation and being eligible, offer themselves for re-appointment.

AUDITORS & AUDITORS'' REPORT

Messrs. Singhi & Co. Chartered Accountants, Auditors of the Company, retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

With regard to the observations made by the Auditors in their report the relevant Notes to Accounts are self explanatory.

PARTICULARS OF EMPLOYEES

The Company had no employee of the category specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, as amended.

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

Since the Company did not have any manufacturing activity during the current Financial Year ended 31st March, 2013 information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not attached.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for assistance and co-operation received from the commercial banks and other authorities. Your Directors also thank the employees of the Company for their valuable service and support during the year.

On behalf of the Board

Place : Kolkata H. Bangur

Dated : 11th May, 2013 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their 80th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

(Amount in Rs.) 31.03.2010 31.03.2009

Profit for the year before Depreciation 1,80,93,186 1,45,89,920

Deduct: Depreciation 49,32,855 36,41,782

Profit Before Tax 1,31,60,331 1,09,48,138

Deduct: Provision for Corporate Taxation - -

Fringe Benefit Tax - 80,000

Net Profit 1,31,60,331 1,08,68,138

Add : Balance of Profit /(Loss) brought forward from previous year (34,30,43,286) (35,39,11,424)

Balance Carried to Balance Sheet (32,98,82,955) (34,30,43,286)

DIVIDEND

In view of accumulated losses, your Directors regret their inability to propose any dividend for the year ended 31st March, 2010.

REVIEW OF OPERATIONS

RUBBER ESTATES

Chemoni, Pudukad & Ichipara Estates

Your Companys production of Rubber during the year was lower by 67,815 kgs. at 10,21,055 Kgs. compared to 10,88,870 Kgs. harvested in the previous year. The production was lower primarily on account of poor yields from old standing trees and un-conducive weather conditions which prevailed during the harvesting months of the year. The Compay also purchased 1,70,411 Kgs. of field latex/cenex from the market for better utilization of processing facilities at the Estates and to meet, timely, the orders on hand.

The overall price realization was higher by Rs.8 per Kg. over last year which was partly due to producing quality products. Company continues to focus on quality to fetch premium in the market for its product.

Kinalur Estate

The Honble High Court of Kerala delivered the judgment or order dismissing all cases/ suits and intervening applications by various parties in respect of different issues pertaining to the Estate. Accordingly, the Honble Court released the Receiver appointed by it holding possession of the Estate. Owing to the fact that Mr. P. K. C Ahmmed Kutty, who had agreed to

buy the property, failed repeatedly in honouring his commitment to pay the sale consideration amount due to the Company in stipulated time, the Company has, as such, cancelled the Memorandum of Understanding entered into with him and also revoked the Power of Attorney granted in his favour.

Sampaji Estate

The Writ Petition filed by the Company before the Honble High Court, Chennai against the order of Debts Recovery Appellate Tribunal, Chennai in connection with the auction sale of this Estate is still pending.

Rubber Wood Factory

This factory continues to be non-operational during the year as the ban imposed by the Forest Department earlier has not been withdrawn as yet. The Company has made representation to the Forest officials for withdrawal of the ban imposed as the same is not applicable for processing Rubber Wood.

TEA ESTATE

Pullikanam Estate

Made Tea Production was impacted by unfavourable weather conditions during the year. Your Company produced 4,15,850 Kgs. Tea as against the production of 4,59,313 Kgs. during 2008-09. The average selling price for your Companys Tea for the year was higher by Rs.11/- per Kg. at Rs.74/- per Kg. as compared to Rs.63/- per Kg. realized last year. The main factors which contributed in getting higher price were production of improved quality teas and favourable market conditions.

OTHER DIVISION

Aqua Culture Division

Two of the Companys Aqua Culture Farms were disposed of earlier and third Farm remained without any activity for quite some time. Accordingly, the developmental expenditure capitalized pertaining to these Farms stands written off and effect thereof is given in the accounts for the year under review. Possibilities are being explored for proper use of available land for productive purposes.

PROSPECTS

RUBBER

It is estimated that the world Rubber consumption is to go up by 11% in 2010-11, but the current trends do not reflect matching production to be achieved in the Rubber producing countries. The projected mismatch between demand and supply has already resulted in higher prices. The benchmark RSS Grade Rubber price is currently ruling around Rs.180/- per Kg. as compared to Rs.130/- per Kg. prevailing some time back. Increase in inputs cost, both for material and man power will impact the profitability. However, it is expected that prices will be remunerative in the remaining period of the year.

TEA

Demand for Tea is likely to remain at higher level in view of overall production being lower. Consequently, the prices will remain firm.

Your Company has undertaken massive replantation programme both in Tea and Rubber in a phased manner. With the replanted areas coming into bearing, performance of the Company is expected to improve significantly in the coming years.

HOLDING COMPANY

M/s. Joonktollee Tea & Industries Ltd. continues to remain the Holding Company of the Company by virtue of Section 4(1 )(a) of the Companies Act, 1956 and in terms of an agreement with the Company.

REGISTERED OFFICE

Your Companys Registered Office stands shifted to the State of West Bengal from the State of Kerala in terms of the approval granted by the Company Law Board vide its order dated 6th April, 2010.

PUBLIC DEPOSITS

In terms of the provisions of Section 58A of the Companies Act, 1956, read with the Companies (Acceptance of Deposits

Rules) 1957, your Company has not invited/accepted any Deposits during the year under review.

SECRETARIAL COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of the Companies Act, 1956, Certificate from a Practicing Company Secretary forming part of this Report is attached herewith.

SOCIAL WELFARE

Your Company continues its welfare activities by participating in various projects sponsored by UPASI in the State of Kerala and also directly contributes to the areas social causes.

DISCLOSURE OF PARTICULARS

Information as per the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is provided in Annexure A forming part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of the Company confirms :

i) that in the preparation of the annual accounts, the applicable Accounting Standards have been followed and there has been no material departure;

ii) that the selected Accounting Policies were applied consistently and the Directors 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 as at March 31, 2010 and of the profits of the Company for the year ended on that date;

ill) that proper and sufficient care has been taken 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) that the annual accounts have been prepared on a going concern basis; and

v) that the Company has adequate internal systems and controls in place to ensure compliance of laws applicable to the Company.

DIRECTORS

Shri Hemant Bangur and Shri B.L. Dhanuka retire from the Board by rotation and are eligible for re-appointment at the forthcoming Annual General Meeting. The Notice convening the forthcoming Annual General Meeting includes the proposals for re-appointment of Directors.

AUDITORS

The Auditors, M/s. Singhi & Co. Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. Certificate from the Auditors has been received to the effect that their re- appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

In respect of Auditors observations in para 2(f) of their Report, attention is invited to Notes B-6 and B-7 of Schedule 13 of the Accounts which are self-explanatory.

PERSONNEL

The Company had no employee of the category specified under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended during the year under review.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the Banks, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and the Stakeholders for their continued co-operation and support to the Company. You Directors also wish to record their appreciation for the continued co-operation and support received from the employees of the Company.

On behalf of the Board

Kolkata Hemant Bangur

5th August, 2010 Chairman