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Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

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Directors Report of Kanco Tea & Industries Ltd.

Mar 31, 2025

Your directors are pleased to present their 42nd (Forty Second) Annual Report and the Company''s audited financial
statement for the financial year ended 31st March, 2025.

Financial Results

The Company''s financial performance, for the year ended 31st March, 2025 is summarized below:

Particulars	Standalone		Consolidated
	2025	2024	2025	2024
Revenue from Operations	6,360.19	7,651.92	6,360.19	7,651.92
Other Income	40.57	145.75	463.03	217.05
Total Income	6765.90	7,797.67	6,823.22	7,868.97
Expenses
Operating Expenditure	7,334.65	8,387.83	7,347.91	8,411.13
Depreciation & Amortisation Expenses	262.48	268.08	262.60	268.20
Total Expenses	7,597.13	8,655.91	7,610.51	8,679.33
(Loss)/Profit Before Exceptional Items and Tax	(831.23)	(858.24)	(787.29)	(810.36)
Less: Exceptional Items	-	-	-	-
(Loss)/Profit Before Tax	(831.23)	(858.24)	(787.29)	(810.36)
Less: Tax expense	35.19	60.57	46.64	73.61
(Loss)/Profit After Tax	(866.42)	(918.81)	(833.93)	(883.97)
Other Comprehensive Income / (Loss) for the year, net of tax	242.25	42.19	242.25	42.19
Total Comprehensive (Loss) / Income for the year	(624.17)	(876.62)	(591.68)	(841.78)

Results of Operations and the State of the Company''s Affairs

The year under review was a challenging year for tea industry. The annual production of teas in North India for the f.y.
2024-2025 was 1020.06 million Kgs compared to 1068.14 million Kgs in f.y. 2023-2024. The average realisation of teas
for North India went down from Rs. 222.55 in f.y. 2024-2025 to Rs.183.89 in f.y. 2023-2024. The average realization of
our teas till 31st March, 2025 was Rs.290.95 as compared to Rs.233.79 for the previous year.

The results for the year ended 31st March, 2025 are lower mainly on account of decline in production of own teas.

The production of tea in the current season are higher than last year. The North India Production figure for April, 2025
was 72.99 million Kgs compared to 63.76 million Kgs in the corresponding period of 2024. Our Own Tea Productions
are also higher.

Overall market sentiment at present is fairly depressed with over supply and weak domestic & international deÂ¬
mands. The year ahead looks difficult for the tea industry. The company with its focus on production of quality tea
will also be affected by the market sentiments but to a lesser degree.

In the financial year 2024-2025, 32.49 hectares, 14.79 hectares and 12.22 hectares of the plantation area were replantÂ¬
ed, rehabilitated and uprooted respectively. Investment in factory machinery has also been made to upgrade the
machineries and also to enhance quality of teas.

The Company is registered as a medium enterprise under Micro, Small and Medium Enterprises Development
(MSMED) Act, 2006 bearing Udyam Registration Number UDYAM-WB-10-0003498. This has resulted in lower interest
rate charged by the Bank and the Company will also avail other benefits as and when announced for MSME.

Certifications

Mackeypore Tea Estate & Lakmijan Tea Estate has been issued verification certificate bearing no.TS-VC/
CB/00001286/2023 under trustea code for sustainable tea in India by Control Union. Bamonpookrie Tea Estate has
also been issued verification certificate bearing no. TS-VC/CB/00000471/2021 under trustea code for sustainable tea
in India by Control Union. The trustea code covers social, agronomic, food safety, occupational health & safety and
environmental criteria.

Dividend

The Directors of your Company has not recommended any dividend for the year under review.

Transfer to Reserves

During the year under review, Rs.40,00,000/- (Rupees Forty lakhs only) was transferred from Preference Share ReÂ¬
demption Reserve to General Reserve.

Share Capital

As on 31st March, 2025, the issued, subscribed and paid-up share capital of your Company stood at Rs. 5,12,28,270.
During the year under review, the Company has not issued any shares or any other securities.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March, 2025 is availÂ¬
able on the Company''s website on https://www.kancotea.in/pdf/2025-2026/annual%20year%20ended%2031st-
20March%202025.pdf

Directors

As of the date of this report, the Board of Directors of the Company comprises of 6 (Six) members with 2 (two) ExecuÂ¬
tive Directors, 1(one) Non-Executive Director and 3 (Three) Non-Executive Independent Directors.

During the year under review, Mr. Dipankar Samanta (DIN: 10176966) was appointed as Non-Executive Non-IndeÂ¬
pendent Director, liable to retire by rotation. Mr. Rohinton Kurus Babaycon (DIN: 00178546) was also appointed as
Non-Executive Independent Director of the Company for a period of 5 consecutive years with effect from 30th May,
2024 to 29th May, 2029 not liable to retire by rotation. Mrs. Anuradha Kanoria (DIN: 00081172) was also reappointed
as Whole time Director for a period of 3 years effective from 1st December, 2024, not liable to retire by rotation. Mr.
Navin Nayar (DIN: 00136057), Independent Director completed two terms of five year each on 13th August, 2024,
hence retired.

In accordance with the provisions of Section 152 of the Act read with rules made there under and the Articles of
Association of the Company, Mr. Umang Kanoria (DIN: 00081108) is liable to retire by rotation at the ensuing Annual
General Meeting and being eligible has offered himself for reappointment. The Board of Directors on the recommenÂ¬
dation of the Nomination and Remuneration Committee in their meeting held on 30th May, 2025 had re-appointed
Mr. Umang Kanoria (DIN:00081108) as Managing Director for a period of 3 years effective from 1st August, 2025, liaÂ¬
ble to retire by rotation. Accordingly, the Board recommends the resolution for re-appointment Mr. Umang Kanoria
as Managing Director, liable to retire by rotation for approval by the members of the Company.

The Independent Directors of the Company have given declarations that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 read with rules related thereto and Regulations 16(1)(b)
and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Directors of the ComÂ¬
pany have confirmed that they have complied with the Company''s Code of Conduct. In the opinion of the Board, the
Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013

and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Separate meeting of the Independent Directors was held once during the year under report.

Board Evaluation

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and
other Directors which includes criteria for performance evaluation of the non-executive Directors and Executive DiÂ¬
rectors under section 178(1) of the Companies Act, 2013 and SEBI Listing Regulations. On the basis of the Policy, a
structured questionnaire was prepared after taking into consideration the various aspects of the Boards'' functioning,
composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and
governance.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individÂ¬
ual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the committees
was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the
composition of committees, effectiveness of committee meetings wherein adequate opportunity is given to the
members to share their views, effective contribution in Board''s decision by recommendations made by Committee
etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on
the basis of criteria such as the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, Communication and contribution in the discussions in a positive and
constructive manner impacting company performance etc. At the board meeting the performance of the Board, its
committees, and individual directors was also discussed. 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.

Policy on Directors'' Appointment, Remuneration etc.

The Nomination and Remuneration Committee selects the candidates to be appointed as the Director on the basis
of the requirement and enhancing the competencies of the Board. The policy ascertains balance of executive and
non-executive Independent Directors to maintain the independence of the Board. The composition of Board of DiÂ¬
rectors during the year ended 31st March, 2025 is in conformity with Regulation 17 of the SEBI Listing Regulations,
read with Section 149 of the Companies Act, 2013. The Company has policy, namely Nomination and Remuneration
Policy, to govern directors'' appointment, including criteria for determining qualifications, positive attributes, indeÂ¬
pendence of a director and other matters, as required under sub- section (3) of Section 178 of the Companies Act,
2013 and the remuneration to the Directors. The policy can be viewed at http://kancotea.in/pdf/2017-2018/NOMINA-
TION%20AND%20REMUNERATION%20POLICY.pdf.

Key Managerial Personnel

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

a) Mr. U. Kanoria (DIN:00081108), Managing Director

b) Mrs. A. Kanoria (DIN:00081172), Whole-time Director

c) Ms. Charulata Kabra, Company Secretary

d) Mr. S. K. Parhi, Chief Financial Officer
Number of Meetings of the Board

During the FY 2024-25, 4(four) Meetings of the Board of Directors of the Company were convened and held. The parÂ¬
ticulars of Meetings held and attended by each Director are detailed in the Corporate Governance Report that form

Audit Committee

In accordance with the provisions of Section 177(8), the Company has duly constituted an Audit Committee which
performs the roles and functions as mandated under the Act, SEBI Listing Regulations and such other matters as
prescribed by the Board from time to time. Details of the composition, attendance at its meetings and other details
have been furnished as a part of the Corporate Governance Report. There have not been any instances during the
year under review, when the recommendations of the Committee were not accepted by the Board.

Other Committees

The Company has various other committees, viz, Nomination and Remuneration Committee, Finance and Investment
Committee, CSR Committee, Share Transfer Committee and Stakeholder Relationship Committee in compliance with
the provisions of the Companies Act, 2013 read with rules related thereto and Securities and SEBI Listing Regulations.
The detail of such committees are given in the segment of Corporate Governance Report.

Directors'' Responsibility Statement

The Directors hereby confirms that

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out
under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they had selected such accounting policies and applied them consistently and made judgements and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st
March, 2025 and of the loss of the Company for the year ended on that date;

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

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

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

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

Statutory Auditors

The Members of the Company at the Annual General Meeting held on 13th August, 2024 approved the appointment
of M/s NKSJ & Associates, Chartered Accountants (Registration No. 329563E) as the Statutory Auditors of the CompaÂ¬
ny for a period of five years commencing from the conclusion of the 41st AGM till the conclusion of the 46th AGM.
The Company has received the consent and eligibility certificate from M/s NKSJ & Associates stating that they are not
disqualified within the meaning of Section 141 of the Companies Act 2013. They have also confirmed that they hold
a valid peer review certificate as prescribed under regulation 33(1) (d) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details relating to fees paid to the Statutory Auditors are given in the Note No.33.1 of the Financial Statements.
Statutory Auditor''s Report

The Reports given by M/s NKSJ & Associates, Chartered Accountants on the Financial Statements of the Company
for Financial Year 2024-25 does not contain any qualification, reservation or adverse remarks and forms part of the

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and RemuÂ¬
neration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Mr. Asit Kumar Labh, Practicing
Company Secretary (C.P No.14664) to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

Secretarial Audit Report

The Report of Secretarial Audit in form MR-3 in accordance to Section 204 of Companies Act, 2013 and Regulation
24A of SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 for the financial year ended 31st
March, 2025 is annexed herewith and marked as Annexure A to this Report.

There are no audit qualifications, reservations or any adverse remark in the said Secretarial Audit Report.

Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure ReÂ¬
quirements) Regulations, 2015, the report of the Secretarial Auditor of Winnow Investments and Securities Private
Limited, material subsidiary of the Company is annexed herewith marked as Annexure B to this report.

Cost Audit

In accordance with the provisions of Section 148 of the Companies Act, 2013 and the Companies (Audit and Auditors)
Rules, 2014 the Company was required to appoint Cost Auditors to audit the cost records. The Board of Directors,
on the recommendation of Audit Committee, have re-appointed M/s A. C. Dutta & Co, Cost Accountants (RegistraÂ¬
tion No.000125) as the Cost Auditor for the financial year 2025-26. As required under the Act, a resolution seeking
member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual
General Meeting for their ratification.

The Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act,
2013, are prepared, maintained and the same are audited by the Cost Auditor.The Cost Audit Report for the year
2023-24 was filed with the Ministry of Corporate Affairs.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors), SS-2 (General
Meetings), SS-3 (Dividend) and SS-4 (Report of the Board of Directors) respectively, have been duly followed by the
Company.

Particulars of Loans, Guarantees or Investments by Company

The particulars of investments made and loan given by the Company under Section 186 of the Companies Act, 2013
are provided in note nos. 7 and 9 to the financial statements.

Related Party Transactions

All Related Party Transactions that were entered into during the Financial Year under review were on an arm''s length
basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and
the Listing Regulations. There were no materially significant Related Party Transactions made by the Company durÂ¬
ing the year that required shareholders'' approval under Regulation 23 of the Listing Regulations. All Related Party
Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit ComÂ¬
mittee is obtained for the transactions which are repetitive in nature or when the need for these transactions cannot
be foreseen in advance. None of the transactions entered into with Related Parties fall under the scope of Section
188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - C in Form AOC - 2 and forms part of
this Report. The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved
by the Board is available at the web link: https://www.kancotea.in/pdf/2021-2022/POLICY%20ON%20DEALING%20

WITH%20RELATED%20PARTY%20TRANSACTIONS%20AND%20MATERIALITY%20OF%20RELATED%20PARTY%20

TRANSACTIONS.pdf

Material Changes and commitments occurred between the end of the Financial Year under Review and the
date of this report.

No material changes and commitments have occurred between the end of the financial year under review and the
date of this report.

One-time settlement with Banks or lending institutions, if any

During the year under review, the Company has not entered into any one-time settlement with Banks or lending
institutions.

Cases registered with NCLT under the provisions of insolvency and Bankruptcy Code, 2016, either by the Company
or against the Company

During the year under review, no cases have been registered with NCLT under the provisions of Insolvency and BankÂ¬
ruptcy Code, 2016, either by the Company or against the Company.

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

A statement pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (AcÂ¬
counts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange earnings and outgo is anÂ¬
nexed herewith marked as Annexure D to this report.

Risk Management

As per requirement of Section 134(3) (n) of the Companies Act, 2013 the Board of Directors in its meeting held on 9th
May, 2014 had approved the Risk Management Policy. The Board had in its policy had envisaged various elements
of risks which may threaten the existence of the Company. Risk evaluation and management is an ongoing process
within the Company. The Risk Management Policy is reviewed by the Board every year. The Risk Management Policy
of the Company is available on the website of the Company at https://kancotea.in/pdf/2023-2024/Risk%20Manage-
ment%20%20Policy.pdf

Corporate Social Responsibility

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of
the Company at https://www.kancotea.in/pdf/2021-2022/CSR%20POLICY.pdf. The Annual Report on CSR activities
in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as
Annexure - E, which forms part of this Report

Subsidiaries, Joint Ventures and Associate Companies

As on 31st March, 2025, we have one wholly owned material subsidiary namely Winnow Investments and Securities
Private Limited. During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with
Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statement of the company
and its subsidiary, which forms part of the Annual Report. The revenue and total comprehensive income of the subÂ¬
sidiary for the financial year ended 31st March, 2025 was Rs.57.32 Lakhs (PY Rs. 71.30 Lakhs) and Rs. 57.32 Lakhs (PY.
Rs. 71.30 Lakhs) respectively. The total asset of the subsidiary as on 31st March, 2025 was Rs.2467.76 Lakhs (P.Y Rs.
2435.91 Lakhs). Further, a statement containing the salient features of the financial statement of our subsidiary, in
Form AOC-1, is annexed as Annexure - F, which forms part of this Report

Deposits

the Companies (Acceptance of Deposits) Rules, 2014, the Company has received money from its directors, the details
of which are provided in the Financial Statement.

Material Orders Passed by the Regulators /Courts/ Tribunal

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going conÂ¬
cern status and company''s operations in future.

Changes in the nature of business

During the year under review, there was no change in the nature of the business of the Company.

Internal Controls

The Company has adopted and implemented robust policies and procedures for ensuring the orderly and efficient
conduct of its business The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the
Internal Control System. The Company''s internal Control System is commensurate with its size, scale and complexÂ¬
ities of its operations and ensures safeguarding of its assets, compliance with the applicable laws, prevention and
detection of fraud, accuracy and completeness of the accounting records, and timely preparation of reliable financial
disclosures.

Vigil Mechanism/ Whistle Blower policy

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns and grievances. Protected
disclosures can be made by a whistle blower through an email or dedicated telephone line or a letter to the ChairÂ¬
man of the Audit Committee. No complaint was received during the year nor was pending at the end of the year.
The policy can be viewed at http://kancotea.in/pdf/Code%20of%20Conduct/VIGIL%20MECHANISM WHISTLE%20
BLOWER%20POLICY.PDF.

Stock Exchange

At present, the Company''s equity shares are listed at BSE Limited (Scrip Code- 541005) and the Calcutta Stock ExÂ¬
change Limited (Scrip Code-14107) and Listing Fees for the financial year 2025-2026 has been paid.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read
with Schedule V to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) ReguÂ¬
lations, 2015 is annexed herewith marked as Annexure G to this report.

Corporate Governance

The Report on Corporate Governance provisions in accordance with the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith marked as Annexure H to
this report.

Transfer to Investor Education and Protection Fund

During the year under review, the declared dividend (2016-2017) which remained unpaid or unclaimed for a period
of seven years has been duly transferred by the Company to the Investor Education and Protection Fund (IEPF). FurÂ¬
ther, all shares in respect of which dividend remained unpaid or unclaimed for seven consecutive years, the correÂ¬
sponding shares were also transferred to the Demat Account of IEPF Authority.

Dividend which has remained unpaid or unclaimed out of the dividend declared by the Company for the year ended
31st March, 2017 will be transferred to the Investor Education and Protection Fund ("IEPF"), pursuant to Sections
124 and 125 of the Companies Act, 2013. Pursuant to Section 124(6) of the Companies Act, 2013 read with Rule 6
of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the
"IEPF Rules") as amended, the equity shares corresponding to the dividend for the financial year ended 31st March,
2018 onwards has remained unpaid or unclaimed for seven consecutive years will also be transferred to the demat
account of the IEPF Authority. Thereafter no claim shall lie on the Company for the said unpaid or unclaimed dividend
and equity shares. Shareholders will have to make their claims with the IEPF Authority following the appropriate rules
in this regard.

In compliance with the said IEPF Rules, the Company had sent notices to all members who have not claimed dividend
for seven consecutive years, published the requisite advertisements in the newspapers and had also informed Stock
Exchanges where shares of the Company are listed.

List of shareholders whose dividend remains unclaimed as on the date of closure of financial year i.e. 31st March,
2025 is available on the Company''s website "www.kancotea.in". Further the list of shareholders whose shares are
liable to be transferred to IEPF in FY 2025-2026 is available on the Company''s website "www.kancotea.in".

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013

The Company has a policy for prevention of sexual harassment of women at workplace and also complied with
provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention,
Protection, and Redressal) Act, 2013: during the year under review and their breakup is as under:

No. of Complaints pending as on 1st April, 2024: Nil

No. of Complaints received: Nil

No. of Complaints Disposed off: Nil

No. of cases pending as on 31st March, 2025: Nil

Details pertaining to remuneration 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, as
amended.

Sl. No.	Particulars	Details
(i)	The ratio of the remuneration of each director to the median remuneration of the company for the financial year	Mr.Umang Kanoria - MD - 6.59:1
		Mrs.Anuradha Kanoria - WTD - 16.43:1
		Mr.Navin Nayar - N.A.
		Ms.Shruti Swaika- N.A
		Mr.Ravindra Suchanti - N.A.
		Mr.Dipankar Samanta - N.A.
		Mr. Rohinton Kurus Babaycon - N.A.
(ii)	The percentage increase in remuneration of each Director, Company Secretary and Chief Financial Officer	Directors:
		Mr.Umang Kanoria- MD - Nil
		Mrs.Anuradha Kanoria - WTD - (7.11)%
		Mr.Navin Nayar - N.A.
		Ms.Shruti Swaika- N.A
		Mr.Govind Ram Banka - N.A.
		Mr.Ravindra Suchanti - N.A.
		Mr.Dipankar Samanta - N.A.
		Mr. Rohinton Kurus Babaycon
		Key Managerial Personnel
		Ms.Charulata Kabra - CS - 9.36%
		Mr.Subhra Kanta Parhi - CFO - 6.82%
(iii)	The percentage increase in the median remuneration of employees in the financial year	8.73%

Sl. No.	Particulars	Details
(iv)	The number of permanent employees on the rolls of the Company	2312
(v)	Ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year	Not applicable as there are no employees receivÂ¬ ing higher remuneration than the highest paid director.
(vi)	Affirmation that the remuneration is as per the remuÂ¬ neration policy of the Company	Remuneration paid during the year ended 31st March, 2025 is as per the Remuneration Policy of the Company

1. Mr. Navin Nayar ceased to be Director w.e.f. 13.08.2024.

2. Mr. Rohinton Kurus Babaycon was appointed as an Independent Director w.e.f. 30.05.2024

#Non-Executive /Independent Directors have been paid only sitting fees for meetings attended by them and hence
the remuneration paid to them is not comparable to the median remuneration.

Note- Liability for gratuity and leave encashment as required by Indian Accounting Standard 19 (Ind AS-19) is providÂ¬
ed on actuarial valuation report for the Company as a whole. The amount pertaining to individual employee is not
ascertainable and therefore not included in the above calculation.

Particulars of Employees

The Company has no employee who were in receipt of remuneration of more than Rs.1.02 Crores per annum during
the year ended 31st March, 2025 or of more than Rs. 8.50 Lakhs per month during any part thereof. The disclosures
pertaining to remuneration and other particulars as prescribed under the provisions of Section 197 of the Act read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed
herewith marked as Annexure I to this report.

Acknowledgement

Your directors place on records their appreciation for the cooperation and support extended by the Employees,
Banks/ Financial Institutions and all other business partners.

For and on behalf of the Board of Directors

U. Kanoria

Place: Kolkata Chairman & Managing Director

Dated: 30th May, 2025 DIN: 00081108

Mar 31, 2024

Your Directors are pleased to present their Forty First Annual Report and the Company''s audited financial statement for the financial year ended 31^st March, 2024.

Financial Results

The Company''s financial performance, for the year ended 31^st March, 2024 is summarized below:

Rs. in Lakhs

Particulars	Standalone		Consolidated
Particulars	2024	2023	2024	2023
Revenue from Operations	7,651.92	10,584.06	7,651.92	10,584.06
Other Income	145.75	(6.08)	217.05	37.15
Total Income	7,797.67	10,577.98	7,868.97	10,621.21
Expenses
Operating Expenditure	8,387.83	9,685.91	8,411.13	9,737.36
Depreciation & Amortisation Expenses	268.08	263.77	268.20	263.89
Total Expenses	8,655.91	9,949.68	8,679.33	10,001.25
(Loss)/Profit Before Exceptional Items and Tax	(858.24)	628.30	(810.36)	619.96
Less: Exceptional Items	-	-	-	(200.00)
(Loss)/Profit Before Tax	(858.24)	628.30	(810.36)	819.96
Less: Tax expense	60.57	(76.28)	73.61	(38.05)
(Loss)/Profit After Tax	(918.81)	704.58	(883.97)	858.01
Other Comprehensive Income / (Loss) for the year, net of tax	42.19	(205.88)	42.19	(205.88)
Total Comprehensive (Loss) / Income for the year	(876.62)	498.70	(841.78)	652.13

Results of Operations and the State of the Company''s Affairs

The year under review was a challenging year for tea industry. The annual production of teas in North India for the fy. 20232024 was 1110.27 million Kgs compared to 1149.50 million Kgs in fy. 2022-2023. The average realisation of teas for North India went down from Rs.200.91 in fy. 2022-2023 to Rs.183.88 in f.y. 2023-2024. It was one of the odd year, in which the production as well as average realisation prices were lower as compared to the previous year. The average realization of our teas till 31st March, 2024 was Rs.233.79 as compared to Rs.265.53 for the previous year.

The Government of Assam increased the wage from Rs.232 / manday to Rs.250 / manday w.e.f. 1st October, 2023. The results for the year ended 31st March, 2024 are lower compared to the corresponding previous year mainly on account of lower average sales realisation of teas, substantial increase in labour wages, increase in power & fuel and other input costs.

The production of tea in the current season are lower than last year. The North India Production figure for April, 2024 was 61.98 million Kgs compared to 63.07 million Kgs in the corresponding period of 2023. Our own tea productions are also lower.

The company has reviewed it''s policy and has focused on plucking better quality raw materials and thereby hope to achieve a significant price increase. The initial trend for first 2 months are encouraging. The company was facing issue of shortage of labours, which resulted in loss of crop and quality of raw materials. The company has procured large number of plucking machines and extensive use of plucking machines will result in better quality and improvement in quantity of raw materials.

In the financial year 2023-2024, 39.98 hectares, 32.49 hectares and 14.79 hectares of the plantation area were replanted, rehabilitated and uprooted respectively. Investment in factory machinery has also been made to upgrade the machineries and also to enhance quality of teas.

Certifications

The quality management system of Mackeypore Tea Estate, Kanco Tea & Industries Limited bearing ANZSIC Code: 2180 has been assessed and found to meet the requirements of ISO 9001:2015. The certificate no. IN/QMS/00270/0386 is valid for manufacturing of black tea from green tea leaves till 20/05/2025.

The food safety systems of Mackeypore Tea Estate, Kanco Tea & Industries Limited has been assessed and found to meet the requirements of ISO 22000:2018 (Food Safety Management System). The certificate no.IN/FSMS/00065/0387 is valid for manufacturing of black tea from green tea leaves till 20/05/2025.

Mackeypore Tea Estate & Lakmijan Tea Estate has been issued verification certificate bearing no.TS-VC/CB/00001286/2023 under trustea code for sustainable tea in India by Control Union. Bamonpookrie Tea Estate has also been issued verification certificate bearing no. TS-VC/CB/00001354/2023 under trustea code for sustainable tea in India by Control Union. The trustea code covers social, agronomic, food safety, occupational health & safety and environmental criteria.

Dividend

The Directors of your Company has not recommended any dividend for the year under review.

Share Capital

As on 31st March, 2024, the issued, subscribed and paid up share capital of your Company stood at Rs. 5,12,28,270. During the year under review, the Company has not issued any shares .However, the Company had redeemed its 40000 7% NonCumulative Redeemable Preference Shares allotted on 17.04.2003 on 17.04.2023 as per the terms of issue. The said redemption has been intimated to the authorities and regulators.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website on https://kancotea.in/pdf/2023-2024/Annual%20Return%20for%20the%20year%20ended%20 31st%20March,%202024.pdf

Directors

During the year under review, Mr. Umang Kanoria (DIN: 00081108) and Mr. Dipankar Samanta (DIN: 10176966) were reappointed as Directors, liable to retire by rotation. Mr. Ravindra Suchanti (DIN: 00143116) was also appointed as NonExecutive Independent Director of the Company for a period of 5 consecutive years with effect from 28th April, 2023 to 27th April, 2028 not liable to retire by rotation.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Dipankar Samanta (DIN: 10176966 retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee in their meeting held on 30^th May, 2024 had re-appointed Mrs. Anuradha Kanoria(DIN:00081172) as Whole time Director for a period of 3 years effective from 1^st December, 2024 and appointed Mr. Rohinton Kurus Babaycon (DIN: 00178546) as Non-Executive Independent Director for a tenure of 5 years subject to the approval of the shareholders. The Company has received requisite notice in writing from the member proposing Mr. Rohinton Kurus Babaycon for the office of Director.

Accordingly, the Board recommends the resolutions for re-appointment Mrs. Anuradha Kanoria as Whole time Director and appointment of Mr. Rohinton Kurus Babaycon as Non-Executive Independent Director of the Company, not liable to retire by rotation for approval by the members of the Company.

The Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Directors of the Company have confirmed that they have complied with the Company''s Code of Conduct. In the opinion of the Board, the Independent Directors, fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Evaluation

The Company has devised a Policy for Performance Evaluation of Independent Directors, Board, Committees and other Directors which includes criteria for performance evaluation of the non-executive Directors and Executive Directors under section 178(1) of the Companies Act, 2013 and SEBI Listing Regulations. On the basis of the Policy, a structured questionnaire was prepared after taking into consideration the various aspects of the Boards'' functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings wherein adequate opportunity is given to the members to share their views, effective contribution in Board''s decision by recommendations made by Committee etc

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, Communication and contribution in the discussions in a positive and constructive manner impacting company performance etc. At the board meeting the performance of the Board, its Committees, and individual directors was also discussed. 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.

Policy on Directors'' Appointment, Remuneration etc

The Nomination and Remuneration Committee selects the candidates to be appointed as the Director on the basis of the requirement and enhancing the competencies of the Board. The policy ascertains balance of executive and non-executive Independent Directors to maintain the independence of the Board. The composition of Board of Directors during the year ended March 31, 2024 is in conformity with Regulation 17 of the SEBI Listing Regulations, read with Section 149 of the Companies Act, 2013. The Company has policy, namely Nomination and Remuneration Policy, to govern directors'' appointment, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub- section (3) of Section 178 of the Companies Act, 2013 and the remuneration to the Directors. The policy can be viewed at http://kancotea.in/pdf/2017-2018/NOMINATION%20AND%20REMUNERATION%20POLICY.pdf.

Key Managerial Personnel

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

a) Mr. U.Kanoria (DIN:00081108), Managing Director

b) Mrs. A. Kanoria (DIN:00081172), Whole-time Director

c) Ms. Charulata Kabra, Company Secretary

d) Mr. S. K. Parhi, Chief Financial Officer Number of Meetings of the Board

4(four) meetings of the Board of Directors were held during the year.

Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Navin Nayar (Chairman) and Mr. Ravindra Suchanti and Mr. Dipankar Samanta, Non-Executive Director. All the recommendations made by the Audit Committee were accepted by the Board.

Directors'' Responsibility Statement

The Directors hereby confirms that

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the loss of the Company for the year ended on that date;

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

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

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

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

Statutory Auditors

M/s NKSJ & Associates, Chartered Accountants (Registration No. 329563E), were appointed as Statutory Auditors of the Company, to hold office for a period of 5 years from the conclusion of the 36th Annual General Meeting till the conclusion of the 41st Annual General Meeting of the Company.

The Board of Directors of the Company on the recommendation of the Audit Committee, in terms of the first proviso to Section 139(1) of the Companies Act, 2013 have proposed the re-appointment of M/s NKSJ & Associates, Chartered Accountants (Firm Registration No. 329563E), as the Statutory Auditors of the Company at their meeting held on 30th May, 2024 for a further period of 5 years from the conclusion of the 41st AGM till the conclusion of the 46th AGM of the Company subject to the approval of the Shareholders.

The Company has received the consent and eligibility certificate from M/s NKSJ & Associates to the effect that their reappointment is within the limits prescribed under Section 141 of the Companies Act, 2013 read with rules and that they are not disqualified within the meaning of Section 141 of the Companies Act 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under regulation 33(1) (d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The matter relating to re-appointment of M/s NKSJ & Associates, as the Statutory Auditors of the Company has been placed for approval by members.

Statutory Auditor''s Report

The report by the Statutory Auditors is self-explanatory and has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

Secretarial Audit Report

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 Mr. Asit Kumar Labh, Practicing Company Secretary (C.P No.14664) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith marked as Annexure A to this report.

Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report of the Secretarial Auditor of Winnow Investments and Securities Private Limited, material subsidiary of the Company is annexed herewith marked as Annexure B to this report.

Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013, any fraud committed against the Company by its officers or employees, the details of which need to be mentioned in the Board Report.

Cost Audit

as the Cost Auditor for the financial year 2024-2025. As required under the Act, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

The Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, are prepared, maintained and the same are audited by the Cost Auditor.The Cost Audit Report for the year 2022-2023 was filed with the Ministry of Corporate Affairs.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors), SS-2 (General Meetings), SS-3 (Dividend) and SS-4 (Report of the Board of Directors) respectively, have been duly followed by the Company.

Particulars of Loans, Guarantees or Investments by Company

The particulars of investments made and loan given by the Company under Section 186 of the Companies Act, 2013 are provided in note nos. 7 and 9 to the financial statements.

Related Party Transactions

All Related Party Transactions that were entered into during the Financial Year under review were on an arm''s length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders'' approval under Regulation 23 of the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - C in Form AOC - 2 and forms part of this Report. The Company has adopted a Policy for dealing with Related Party Transactions. The Policy as approved by the Board is available at the web link: https://www.kancotea.in/pdf/2021-2022/ POUCY%20ON%20DEAUNG%20WITH%20RELATED%20PARTY%20TRANSACTIONS⁰/o20AND%20MATERIAUTY%20OF%20 RELATED%20PARTY%20TRANSACTIONS.pdf

Material Changes and commitments occurred between the end of the Financial Year under Review and the date of this report.

No material changes and commitments have occurred between the end of the financial year under review and the date of this report.

One-time settlement with Banks or lending institutions, if any

During the year under review, the Company has not entered into any one-time settlement with Banks or lending institutions.

Cases registered with NCLT under the provisions of insolvency and Bankruptcy Code, 2016, either by the Company or against the Company

During the year under review, no cases have been registered with NCLT under the provisions of Insolvency and Bankruptcy Code, 2016, either by the Company or against the Company.

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

A statement pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed herewith marked as Annexure D to this report.

Risk Management

As per requirement of Section 134(3) (n) of the Companies Act, 2013 the Board of Directors in its meeting held on 9^th May, 2014 had approved the Risk Management Policy. The Board had in its policy had envisaged various elements of risks which may threaten the existence of the Company. Risk evaluation and management is an ongoing process within the Company. The Risk Management Policy is reviewed by the Board every year. The Risk Management Policy of the Company is available on the website of the Company at https://kancotea.in/pdf/2023-2024/Risk%20Management%20%20Policy.pdf

The Company has a Policy on Corporate Social Responsibility and the same has been posted on the website of the Company at https://www.kancotea.in/pdf/2021-2022/CSR%20POLICY.pdf. The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - E, which forms part of this Report

Subsidiaries, Joint Ventures and Associate Companies

As on 31^st March, 2024, we have one wholly owned material subsidiary namely Winnow Investments and Securities Private Limited. During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statement of the company and its subsidiary, which forms part of the Annual Report. The revenue and total comprehensive income of the subsidiary for the financial year ended 31^stMarch, 2024 was Rs.71.30 Lakhs (PY Rs. 59.24 Lakhs) and Rs. 134.85Lakhs (P.Y. Rs. 169.43 Lakhs) respectively. The total asset of the subsidiary as on 31^st March, 2024 was Rs.2435.91 Lakhs (PY Rs. 2395.02 Lakhs). Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is annexed to the financial statements.

Deposits

During the year under review, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has received money from its Directors, the details of which are provided in the Financial Statement.

Material Orders Passed by the Regulators /Courts/ Tribunal

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

Changes in the nature of business

During the year under review, there was no change in the nature of the business of the Company.

Internal Controls

The Company has adopted and implemented robust policies and procedures for ensuring the orderly and efficient conduct of its business The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the Internal Control System. The Company''s internal Control System is commensurate with its size, scale and complexities of its operations and ensures safeguarding of its assets, compliance with the applicable laws, prevention and detection of fraud, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

Vigil Mechanism/ Whistle Blower policy

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns and grievances. Protected disclosures can be made by a whistle blower through an email or dedicated telephone line or a letter to the Chairman of the Audit Committee. No complaint was received during the year nor was pending at the end of the year.

The policy can be viewed at http://kancotea.in/pdf/Code%20of%20Conduct/VIGIL%20MECHANISM_WHISTLE%20 BLOWER%20POLICYPDF.

Stock Exchange

At present, the Company''s equity shares are listed at BSE Limited (Scrip Code- 541005) and the Calcutta Stock Exchange Limited (Scrip Code-10014107) and Listing Fees for the financial year 2024-2025 has been paid.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with

Schedule V to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith marked as Annexure F to this report.

The Report on Corporate Governance provisions in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith marked as Annexure G to this report.

Transfer to Investor Education and Protection Fund

During the year under review, the declared dividend (2015-2016) which remained unpaid or unclaimed for a period of seven years has been duly transferred by the Company to the Investor Education and Protection Fund (IEPF). Further, all shares in respect of which dividend remained unpaid or unclaimed for seven consecutive years, the corresponding shares were also transferred to the Demat Account of IEPF Authority.

Dividend which has remained unpaid or unclaimed out of the dividend declared by the Company for the year ended 31^stMarch, 2017 will be transferred to the Investor Education and Protection Fund ("IEPFâ), pursuant to Sections 124 and 125 of the Companies Act, 2013. Pursuant to Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the "IEPF Rulesâ) as amended, the equity shares corresponding to the dividend for the financial year ended 31^st March, 2017 onwards has remained unpaid or unclaimed for seven consecutive years will also be transferred to the demat account of the IEPF Authority. Thereafter no claim shall lie on the Company for the said unpaid or unclaimed dividend and equity shares. Shareholders will have to make their claims with the IEPF Authority following the appropriate rules in this regard.

In compliance with the said IEPF Rules, the Company had sent notices to all members who have not claimed dividend for seven consecutive years, published the requisite advertisements in the newspapers and had also informed Stock Exchanges where shares of the Company are listed.

List of shareholders whose dividend remains unclaimed as on the date of closure of financial year i.e. 31^st March, 2024 is available on the Company''s website "www.kancotea.inâ. Further the list of shareholders whose shares are liable to be transferred to IEPF in FY 2024-2025 is available on the Company''s website "www.kancotea.inâ

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has a policy for prevention of sexual harassment of women at workplace and also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013: during the year under review and their breakup is as under:

No. of Complaints pending as on 1^st April, 2023: Nil

No. of Complaints received: Nil

No. of Complaints Disposed off: Nil

No. of cases pending as on 31^st March, 2024: Nil

Details pertaining to remuneration 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, as amended

Sl. No.	Particulars	Details
(i)	The ratio of the remuneration of each director to the median remuneration of the company for the financial year	Mr.Umang Kanoria - MD - 4.84:1
		Mrs.Anuradha Kanoria - WTD - 12.99:1
		Mr.Navin Nayar - N.A.
		Ms.Shruti Swaika- N.A
		Mr.Ravindra Suchanti - N.A. Mr.Dipankar Samanta - N.A.

Sl. No.	Particulars	Details
(ii)	The percentage increase in remuneration of each Director, Company Secretary and Chief Financial Officer	Directors:
		Mr.Umang Kanoria- MD - 47.24%
		Mrs.Anuradha Kanoria - WTD - 4.13%
		Mr.Navin Nayar - N.A.
		Ms.Shruti Swaika- N.A
		Mr.Govind Ram Banka - N.A.
		Mr.Ravindra Suchanti - N.A.
		Mr.Dipankar Samanta - N.A.
		Key Managerial Personnel
		Ms.Charulata Kabra - CS - 9.70%
		Mr.Subhra Kanta Parhi - CFO - 11.57%
(iii)	The percentage increase in the median remuneration of employees in the financial year	6.51%
(iv)	The number of permanent employees on the rolls of the Company	2362
(v)	Ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year	Not applicable as there are no employees receiving higher remuneration than the highest paid director.
(vi)	Affirmation that the remuneration is as per the remuneration policy of the Company	Remuneration paid during the year ended 31st March, 2024 is as per the Remuneration Policy of the Company

1. Mr. Govind Ram Banka ceased to be Directors w.e.f. 04.05.2023.

2. Mr. Ravindra Suchanti was appointed as an Independent Director w.e.f: 28.04.2023

3 .Mr. Dipankar Samanta was appointed as Non Executive Non Independent Director w.e.f from 30.05.2023 4. Mr. Rohinton Kurus Babaycon was appointed as an Independent Director w.e.f. 30.05.2024

#Non-Executive /Independent Directors have been paid only sitting fees for meetings attended by them and hence the remuneration paid to them is not comparable to the median remuneration.

Note- Liability for gratuity and leave encashment as required by Indian Accounting Standard 19 (Ind AS-19) is provided on actuarial valuation report for the Company as a whole. The amount pertaining to individual employee is not ascertainable and therefore not included in the above calculation.

Particulars of Employees

The Company has no employee who were in receipt of remuneration of more than Rs.1.02 Crores per annum during the year ended 31^st March, 2024 or of more than Rs. 8.50 Lakhs per month during any part thereof. The disclosures pertaining to remuneration and other particulars as prescribed under the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed herewith marked as Annexure H to this report.

Acknowledgement

Your Directors place on record their appreciation for the cooperation and support extended by the Employees, Banks/ Financial Institutions and all other business partners.

For and on behalf of the Board of Directors U.Kanoria

Place: Kolkata Chairman & Managing Director

Dated: 30^th May, 2024 DIN: 00081108

Mar 31, 2017

Dear Members,

The Directors are pleased to present their Thirty Fourth Annual Report and the Companyâs audited financial statement for the financial year ended 31st March, 2017.

FINANCIAL RESULTS

The Companyâs financial performance, for the year ended 31st March, 2017 is summarized below:

Rs. in Lakhs

Particulars	Standalone		Consolidated
Particulars	2017	2016	2017	2016
Profit Before Bad Debt, Finance Cost, Depreciation and Tax	341.73	676.15	462.90	682.76
Less: Bad Debt	-	252.36	-	252.36
Profit Before Interest, Depreciation and Tax	341.73	423.79	462.90	430.40
Less : Interest	97.48	78.35	97.48	78.35
Gross Profit for the year	244.25	345.44	365.42	352.05
Less : Depreciation	126.05	113.15	126.05	113.15
Profit Before Tax	118.20	232.29	239.37	238.90
Less : Provision For- Net Current Tax Provision for MAT Credit Entitlement Provision for Tax for earlier years Deferred Tax	22.66 (6.75) - 26.75	58.32 (8.01) 5.60 (4.65)	42.86 (10.30) - 26.76	58.55 (8.01) 5.60 (4.65)
Profit/(Loss) After Taxation	75.54	181.03	180.05	187.41
Add : Balance Brought Forward from Last Account	1683.22	1644.37	1689.60	1644.37
	1758.76	1825.40	1869.65	1831.78
Less : Transfer to General Reserve	700.00	18.10	700.00	18.10
Less : Proposed dividend	-	88.18	-	88.18
Less : Dividend Distribution Tax	-	17.95	-	17.95
Less : Dividend for earlier years	-	17.95	-	17.95
Balance Carried to Balance Sheet	1058.76	1683.22	1169.65	1689.60

RESULTS OF OPERATIONS AND THE STATE OF THE COMPANYâS AFFAIRS

It was an unusual year in which, price differential between quality and non-quality teas narrowed resulting in lesser premium for good teas. Yours Company being manufacturer of quality teas was naturally affected by this. The Companyâs financial results are lower compared to previous year mainly on account of decline in own crop by 38376 Kgs and the average selling price of own tea being lower by 6.34% compared to previous year.

During the year, your Company has acquired Bamonpookrie Tea Estate from Ryam Commerce & Plantations Limited in terms of Business Transfer Agreement dated 29th March,2017 at a purchase consideration of Rs. 28,50,00,000/-(Rupees Twenty Eight Crores Fifty Lakhs Only) and the details have been provided in Note no.42 of the Financial Statements. The Estate is in the immediate vicinity of existing tea estates of the Company, which will help in better managerial control and lower management set up cost. All three tea estates of the Company being in one locality will result in pulling together of common available resources, optimal utilization of capacity and lower manufacturing cost.

Your Company continued to take advantage of the Special Purpose Tea Fund Scheme announced by the Tea Board of India. In the financial year 2016-2017, 28.13 hectares, 23.65 hectares and 26.11 hectares of the plantation area were replanted, rehabilitated and uprooted respectively. The Company has also made substantial investment in factory machinery to create separate manufacturing line for tea made from bought leaves and the same will be commissioned within July, 2017.

The production of tea in the current season is more than the last year due to favourable weather and your Company anticipates increase in own tea production at the end of the current year.

The unusual trend in price difference between quality and non-quality teas that was witnessed last year has reversed itself, with the premium for quality teas improving. The north India auction average price up to May, 2017 is lower by 1.16% compared to corresponding period in the previous year. The change in market context augurs well for your Company. The increase in wage will hit the bottom line. The thrust on irrigation and replanting under SPTF will continue.

CERTIFICATIONS

The quality management system of Mackeypore Tea Estate, Kanco Tea & Industries Limited bearing ANZSIC Code: 2180 has been assessed and found to meet the requirements of ISO 9001:2008.The certificate no. IN/QMS/00270 is valid for manufacturing of black tea from green tea leaves till 14/09/2018.

The food safety systems of Mackeypore Tea Estate, Kanco Tea & Industries Limited bearing ANZSIC Code : 2180 has been assessed and found to meet the requirements of HACCP (Hazard Analysis and Critical Point). The certificate no.IN/HACCP/00027 is valid for manufacturing of black tea from green tea leaves till 19/05/2019.

The food safety systems of Mackeypore Tea Estate, Kanco Tea & Industries Limited has been assessed and found to meet the requirements of ISO 22000:2005 (Food Safety Management System). The certificate no.IN/FSMS/00065 is valid for manufacturing of black tea from green tea leaves till 20/05/2019.

Mackeypore Tea Estate & Lakmijan Tea Estate has been issued verification certificate bearing no. TS-VC/ CUC/03/834385/14 & TS-VC/CUC/04/8347386/14 under trustea code for sustainable tea in India by Control Union. The trustea code covers social, agronomic, food safety, occupational health & safety and environmental criteria. APPROPRIATIONS Transfer to Reserves Rs. 700 Lakhs has been transferred to general reserve.

Dividend

The Directors of your Company has recommended a dividend of Rs.7/- and Rs.2.50/- (Last Year Rs.7/- and Rs.5/-) per Preference Share of Face Value of Rs.100/- and Equity Share of Face Value of Rs.10/- share respectively for the year under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form No. MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed herewith marked as Annexure A to this report.

DIRECTORS

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Umang Kanoria (DIN : 00081108), Non-Executive Non-Independent Director retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Boardsâ functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

POLICY ON DIRECTORSâ APPOINTMENT, REMUNERATION ETC.

Pursuant to Section 178(3) of the Companies Act, 2013 Nomination and Remuneration Committee has formulated the criteria for identification and selection of the suitable candidates for various positions in senior management and also candidates who are qualified to be appointed as director on the Board of the Company. The Committee also recommended a policy relating to the remuneration for the directors, key managerial personnel and other senior management personnel and a process by which the performance of the directors could be evaluated and the same is annexed herewith marked as Annexure B to this report.

KEY MANAGERIAL PERSONNEL

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

a) Mrs. A. Kanoria (DIN : 00081172), Whole-time Director

b) Ms. Charulata Kabra, Company Secretary

c) Mr. S. K. Parhi, Chief Financial Officer NUMBER OF MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year.

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Mr. Navin Nayar (Chairman) and Mr. Golam Momen and Mr. Govind Ram Banka, Non-Executive Director. All the recommendations made by the Audit Committee were accepted by the Board.

DIRECTORSâ RESPONSIBILITY STATEMENT The Directors hereby confirms that

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the Company for the year ended on that date;

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

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

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

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

STATUTORY AUDITORS

M/s Jain & Co., Chartered Accountants, Registration No. 302023E, Statutory Auditors of the Company, holds office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to continue as Statutory Auditors of the Company, if so appointed by the members. Your Company has received the consent and certificate from M/s Jain & Co., Chartered Accountants to the effect that their reappointment if made, would be within the limits prescribed under the section 141 of the Companies Act, 2013 read with rules and that they are not disqualified for reappointment within the meaning of Section 141 of the Companies Act 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Regulation 33(1)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. STATUTORY AUDITORSâ REPORT

The report by the Auditors is self-explanatory and has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

SECRETARIAL AUDIT REPORT

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 P. S. & Associates a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith marked as Annexure C to this report.

Further, this report has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Particulars of investments made by the Company are provided in Note nos. 12 &15 to the financial statements.

The Company has neither given any loan & guarantee nor provided any security during the financial year under review. The particulars of loan as on 1st April, 2016 and 31st March, 2017 are provided in note no. 13 to the financial statements. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis.

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

No material changes and commitments have occurred between the end of the financial year under review and the date of this report.

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

RISK MANAGEMENT

As per requirement of Section 134(3) (n) of the Companies Act, 2013 the Board of Directors in its meeting held on 9th May, 2014 has approved the Risk Management Policy. The Board envisaged the following elements of risks which may threaten the existence of the Company.

Nature Related Risk

Tea being an agricultural produce is affected by the vagaries of weather. Weather plays a major role in determining the final output of produce. Both excess and scarcity of rainfall play havoc with the final output of produce. KTIL has carried out extensive drainage network to deal with the problem arising out of excess rainfall. KTIL has a detailed plan of action for bringing its plantation areas under irrigation and more than 70% of its plantation areas are under irrigation now. Pest Management

Tea bushes are prone to attack by various pests like cater pillars, Loppers, Red Slugs, Red Spiders, Helopeltis, Thrips, Green Fly, etc. KTIL has experienced competent senior personnel in the garden, who controls pest by way of timely detection and spray of agro-chemicals. KTIL has also a policy of keeping adequate agro chemicals in stock in anticipation of pest attack during a particular month based on past behavior of pests. KTIL is working out on a plan on integrated pest management, which will promote the use of physical, biological and mechanical control methods, and the least possible use of agrochemicals.

Labour

Tea being a labour intensive industry is prone to loss of output due to labour unrest. KTIL provides its entire workforce employed in the estate along with their families access to drinking water, food, housing and basic medical care as per the guideline of Plantation Labour Act, 1951 and Assam Plantation Labour Rules. Workers are paid the official agreed wage as per the agreement entered into between the recognized trade union and KTIL. KTIL follows a strict âNon-Discrimination Policy on the basis of race, creed, gender, political opinion and membership of trade union. KTIL always aim to maintain cordial relationship with its workforce.

Market Risk

The tea prices are volatile and affected by the conditions prevailing in the market. The inferior quality teas are affected more by volatility in prices in comparison to top quality teas. KTILâs thrust on making top quality teas minimized the risk due to volatility in prices.

Bought Leaf Operation

KTIL purchases green leaves from outside suppliers and produces it under a different mark called Lakmijan to protect its own mark Mackeypore. KTIL processes the bought leaves separately from its own leaves. The physical segregation of own tea leaves and bought leaves manufacturing process is clearly visible. The Company is vulnerable to volatility in selling price of tea made from bought leaves.

Risks due to Fire, Accident, Theft, etc.

KTIL has taken appropriate insurance policy to safeguard itself against loss that may arise from risks associated with fire, earthquake etc.

Risk due to Fraud

KTIL has installed adequate internal control measures to minimize the occurrence of fraud and internal audit is also conducted at regular intervals by an external agency.

Risk of Doubtful and Bad Debt

The credit worthiness of sundry debtors is checked by the senior management to fix the credit period, if any to be given. The background check of new party is also carried out before deciding on the credit period.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR policy can be viewed at http://kancotea.in/pdf/CSR%20POLICY.PDF The Companyâs CSR activities shall primarily include one or more of the items covered under Schedule VII to the Act as detailed below: -

(i) eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

(ii) promotion of education including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;

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

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

(v) protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

(vi) measures for the benefit of armed forces veterans, war widows and their dependents;

(vii) training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

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

(ix) contribution or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

(x) rural development projects.

(xi) slum area development

Preference shall be given to Companyâs Business and areas around Companyâs Tea Estates for spending the amount earmarked for CSR.

During the year, the Company has spent Rs.8,08,000/- (includes Rs.4,05,043/- unspent in the previous year 2015-2016). The unspent amount of Rs.2,00,802/- for which no plan of expenditure was presented by Kanco CSR Trust will be spent in the financial year 2017- 2018. The Annual Report on CSR activities is annexed herewith marked as Annexure E to this report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March, 2017, we have one wholly owned subsidiary namely Winnow Investments and Securities Private Limited. During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statement of the company and its subsidiary, which form part of the Annual Report. The revenue and profit after tax of the subsidiary for the financial year ended 31st March, 2017 was Rs.1,21,51,630/- (P.Y. Rs. 9,95,838/-) and Rs. 1,04,50,719/- (P.Y. Rs. 6,38,660/-) respectively. The total asset of the subsidiary as on 31st March, 2017 was Rs.2,27,21,335/- (P.Y. Rs.1,02,73,006/-). Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is annexed to the financial statements.

DEPOSITS

During the year under review, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has received money from its Directors, the details of which are provided in the Financial Statement.

MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS/ TRIBUNAL

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

INTERNAL CONTROLS

The Company has an effective Internal Control system with reference to Financial Statements. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the Internal Control System. The Companyâs internal Control System is commensurate with its size, scale and complexities of its operations.

VIGIL MECHANISM

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns and grievances. Protected disclosures can be made by a whistle blower through an email or dedicated telephone line or a letter to the Chairman of the Audit Committee. Website: http://kancotea.in/pdf/VIGIL%20MECHANISM_WHISTLE%20BLOWER%20 POLICY.PDF

STOCK EXCHANGE

The Companyâs equity shares are listed at the Calcutta Stock Exchange Limited (Scrip Code-10014107). The Companyâs equity shares are traded at the Bombay Stock Exchange Limited (Scrip Code-590130) as per MOU signed between CSE and BSE. Listing Fees for the financial year 2017-2018 has been paid.

During the year under review, the Bombay Stock Exchange Limited had discontinued the trading permission of the companyâs equity shares on its platform with effect from 8.03.2017 due to procedural reasons. However, the trading permission on the Bombay Stock Exchange Limited has resumed again from 26.04.2017 under Group XD vide Notice No. 20170424-27, dated 24.04.2017.

CORPORATE GOVERNANCE

The Corporate Governance provisions as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith marked as Annexure F to this report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Dividend which remains unclaimed out of the dividend declared by the Company for the year ended 31st March, 2010 at the Annual General Meeting held on 13th August, 2010 will be transferred to the Investor Education and Protection Fund (âIEPFâ) by 13th October, 2017, pursuant to Sections 124 and 125 of the Companies Act, 2013. Thereafter no claim shall lie on the Company for the said unclaimed dividend. Shareholders will have to make their claims with the IEPF Authority following the appropriate rules in this regard.

Equity Shares corresponding to the dividend unclaimed for seven consecutive years will also be transferred in the name of demat account of the IEPF Authority. Individual notices and advertisements have been made in this regard and is also available on the website of the Company. Notices dated 6th June, 2017 have also been sent to all the members concerned reminding them to encash their unclaimed dividend.

List of shareholders whose dividend remains unclaimed till the date of AGM held on 29th July, 2017 is available on the Companyâs website âwww.kancotea.inâ.

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

No complaints have been received during the year under review by the respective Internal Complaints Committee. Details pertaining to remuneration 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

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2016-2017 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-2017 are as under:

Sl. No.	Name of Director/ KMP and Designation	Remuneration of Director/ KMP for financial year 2016-17 (Rs. in Lakhs)	% increase in Remuneration in the F.Y. 2016-17	Ratio of remuneration of each Director to median remuneration of employees
1.	Mrs. Anuradha Kanoria, Whole-time Director	33.11	11.44%	16.84
2.	Ms. Charulata Kabra, Company Secretary (refer note)	7.80	546.76%	3.97
3.	Mr. S. K. Parhi, Chief Financial Officer	16.13	16.17%	8.20
4.	Mr. Umang Kanoria, Non-Executive Director	0.75	0.00%	0.38
5.	Mr. Golam Momen, Independent Director	0.60	(20.00%)	0.31
6.	Mr. Navin Nayar, Independent Director	0.60	(20.00%)	0.31
7.	Mr. G. R. Banka, Non-Executive Director	0.75	66.67%	0.38

ii) The median remuneration of employees of the Company during the financial year was Rs. 1,96,668/-

iii) the percentage increase in median remuneration of the employees of the Company - 39.30 %

iv) Number of permanent employees on the rolls of the Company - 2437

v) Average percentile increase already made in the last financial year

a) In the salaries of employees other than the managerial personnel - 3.16%

b) Percentile increase in the managerial remuneration - 21.06%

c) Justification for such increase in remuneration & exceptional circumstances for increase in the managerial remuneration - The fixed part of salary paid to Whole-time Director is as per the agreement signed pursuant to passing of resolution by the members at the general meeting. The increase in salary of KMP other than Whole-time Director is as per experience, qualification, market trends and industry bench mark.

vi) Key parameters for any variable component of remuneration availed by the directors - Rs. Nil for the year under review.

vii) Ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not applicable as there are no employees receiving higher remuneration than the highest paid director.

xi) It is hereby affirmed that the remuneration paid to the directors, key managerial personnel and other employees is as per the remuneration policy of the Company.

Note - Liability for gratuity and leave encashment as required by Accounting Standard-15 issued by The Institute of Chartered of Accountants of India is provided on actuarial valuation report for the Company as a whole. The amount pertaining to individual employee is not ascertainable and therefore not included in the above calculation.

B. Disclosures pertaining to remuneration and other particulars as prescribed under the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexed herewith marked as Annexure G to this report.

Acknowledgement

Your Directors place on record their appreciation for the cooperation and support extended by the Employees, Banks/

Financial Institutions and all other business partners. â .

For and on behalf of the Board of Directors

U. KANORIA

Place: Kolkata Chairman & Director

Dated: 3rd July, 2017 DIN:00081108

Mar 31, 2016

DIRECTORSâ REPORT

Dear Shareholders,

The Directors are pleased to present their Thirty Third Annual Report and the Companyâs audited financial statement for the financial year ended 31st March, 2016.

Financial Results

The Companyâs financial performance, for the year ended March 31, 2016 is summarized below:

(Rs, in lacs)

Particulars	Standalone		Consolidated
Particulars	2016	2015	2016	2015
Profit Before Bad Debt, Finance Cost, Depreciation and Tax Less: Bad Debt	676.15 252.36	602.22	682.76 252.36	Not Applicable
Profit Before Interest, Depreciation and Tax	423.79	602.22	430.40
Less: Interest	78.35	110.26	78.35
Gross Profit for the year	345.44	491.96	352.05
Less: Depreciation	113.15	151.85	113.15
Profit Before Tax	232.29	340.11	238.90
Less: Provision For-Net Current Tax Provision for MAT Credit Entitlement Provision for Tax for earlier years Deferred Tax	58.32 (8.01) 5.60 (4.65)	57.73 (15.97) (10.61)	58.55 (8.01) 5.60 (4.65)
Profit/(Loss) After Taxation	181.03	308.96	187.41
Add: Balance Brought Forward from Last Account	1644.37	1454.49	1644.37
	1825.40	1763.45	1831.78
Less: Transfer to General Reserve	18.10	30.90	18.10
Less: Proposed dividend	88.18	70.23	88.18
Less: Dividend Distribution Tax	17.95	17.95	17.95
Less: Dividend for earlier years	17.95	-	17.95
Balance Carried to Balance Sheet	1683.22	1644.37	1689.60

Results of Operations and the State of the Companyâs Affairs

With an increase in production of own tea and tea made from bought leaves by 141176 kgs and 156230 kgs compared to previous year, the Companyâs working results during the year had shown slight improvement.

However, the Companyâs decision to create provision for bad debt on fifty per cent of unsecured loan and entire interest receivable lying outstanding with Kanco Enterprises Limited has reduced the profit of the Company by Rs, 252.36 lacs. The profit before tax subsequent to this provision for bad debt stood at Rs, 232.29 Lacs compared to Rs, 340.11 Lacs for the previous year.

Your Company continued to take advantage of the Special Purpose Tea Fund Scheme announced by the Tea Board of India. In the financial year 2015-2016, 24.19 hectares, 24.10 hectares and 23.65 hectares of the plantation area were replanted, rehabilitated and uprooted respectively. Investment in factory machinery has also been made to upgrade the machineries and also to enhance quality of teas.

DIRECTORSâ REPORT (Contd.)

The production of tea in the current season is more or less at par with the last year. However with better rainfall during the year, your Company anticipates increase in tea production in the current year also.

The north India auction average price for the month of April, 2016 for new season teas is lower by 1.85% compared to corresponding period in the previous year. Your Company being producer of premium quality teas expects to be less affected by fall in tea prices as compared to medium and low quality producers. The increase in wage will hit the bottom line. The thrust on irrigation and replanting under SPTF will continue.

Certifications

The quality management system of Mackey pore Tea Estate, Kanco Tea & Industries Limited bearing ANZSIC Code: 2180 has been assessed and found to meet the requirements of ISO 9001:2008.The certificate no. IN/QMS/00270 is valid for manufacturing of black tea from green tea leaves till 14/09/2018.

The food safety systems of Mackey pore Tea Estate, Kanco Tea & Industries Limited bearing ANZSIC Code: 2180 has been assessed and found to meet the requirements of HACCP (Hazard Analysis and Critical Point). The certificate no. IN/HACCP/00027 is valid for manufacturing of black tea from green tea leaves till 19/05/2019.

The food safety systems of Mackey pore Tea Estate, Kanco Tea & Industries Limited has been assessed and found to meet the requirements of ISO 22000:2005 (Food Safety Management System). The certificate no. IN/FSMS/00065 is valid for manufacturing of black tea from green tea leaves till 20/05/2019.

Mackey pore Tea Estate & Lakmijan Tea Estate has been issued verification certificate bearing no. TS-VC/CUC/03/ 834385/14 & TS-VC/CUC/04/8347386/14 under trustee code for sustainable tea in India by Control Union. The trustee code covers social, agronomic, food safety, occupational health & safety and environmental criteria. The certificates are valid till 22/12/2016.

Appropriations Transfer to reserves

Rs, 18.09 Lacs has been transferred to general reserve and Rs, 38.76 Lacs has been retained in surplus.

Dividend

The Directors of your Company has recommended a dividend of Rs, 7/- and Rs, 5/ (Last Year Rs, 7 /- and Rs, 5/-) per Preference Share of Face Value of Rs, 100/- and Equity Share of Face Value of Rs,10/-share respectively for the year under review.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form No. MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed herewith marked as Annexure A to this report.

Directors

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Govind Ram Banka (DIN: 00207385) as Non-Executive Non-Independent Director retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has devised a Policy for Performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors and is annexed herewith marked as Annexure B to this report.

The performance evaluation of the Chairman and the non-independent Directors was carried out by the Independent Directors. On the basis of the Policy the Performance Evaluation of Independent Directors, Board, Committees and other individual Directors were carried. The Board of Directors expressed their satisfaction with the evaluation process.

Policy on Directorsâ Appointment, Remuneration etc

Key Managerial Personnel

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

a) Mrs. A. Kanoria (DIN:00081172), Whole-time Director

b) Mr. A. K. Gangopadhyay, Company Secretary (resigned w.e.f 14/01/2016)

c) Ms. Charulata Kabra, Company Secretary (w.e.f. 15/02/2016)

d) Mr. S. K. Parhi, Chief Financial Officer

Number of Meetings of the Board

Five meeting of the Board of Directors were held during the year.

Audit Committee

Directorsâ Responsibility Statement

The Directors hereby confirms that

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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

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

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

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

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

Statutory Auditors

Messrs. Jain & Co., Chartered Accountants, Registration No. 302023E, Statutory Auditor of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to continue as Statutory Auditors of the Company, if so appointed by the members. Your Company has received the consent and certificate from Messrs. Jain & Co., Chartered Accountants to the effect that their reappointment if made, would be within the limits prescribed under the section 141 of the Companies Act, 2013 read with rules and that they are not disqualified for reappointment within the meaning of Section 141 of the Companies Act 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under regulation 33(1)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Statutory Auditorsâ Report

The report by the Auditors is self-explanatory and has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

Secretarial Audit Report

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 P.S. & Associates a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith marked as Annexure C to this report.

Further, this report has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

Particulars of Loans, Guarantees or Investments by Company

Particulars of investments made by the Company are provided in note nos. 12 &15 to the financial statements.

The Company has neither given any loan & guarantee nor provided any security during the financial year under review. The particulars of loan as on 01/04/2015 and 31/03/2016 are provided in note no. 13 to the financial statements.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis.

Material Changes and commitments occurred between the end of the Financial Year under Review and the date of this report.

No material changes and commitments have occurred between the end of the financial year under review and the date of this report.

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

Risk Management

As per requirement of Section 134(3) (n) of the Companies Act, 2013 the Board of Directors in its meeting held on 9^th May, 2014 has approved the Risk Management Policy. The Board envisaged the following elements of risks which may threaten the existence of the Company-

Nature Related Risk

Pest Management

Tea bushes are prone to attack by various pests like cater pillars, Loppers, Red Slugs, Red Spiders, Heliopolis, Trips, Green Fly, etc. KTIL has experienced competent senior personnel in the garden, who controls pest by way of timely detection and spray of agro-chemicals. KTIL has also a policy of keeping adequate agro chemicals in stock in anticipation of pest attack during a particular month based on past behavior of pests. KTIL is working out on a plan on integrated pest management, which will promote the use of physical, biological and mechanical control methods, and the least possible use of agrochemicals.

Labour

Tea being a labour intensive industry is prone to loss of output due to labour unrest. KTIL provides its entire workforce employed in the estate along with their families access to drinking water, food, housing and basic medical care as per the guideline of Plantation Labour Act, 1951 and Assam Plantation Labour Rules. Workers are paid the official agreed wage as per the agreement entered into between the recognized trade union and KTIL. KTIL follows a strict âNon-Discrimination Policyâ on the basis of race, creed, gender, political opinion and membership of trade union. KTIL always aim to maintain cordial relationship with its workforce.

Market Risk

Bought Leaf Operation

KTIL purchases green leaves from outside suppliers and produces it under a different mark called Lakmijan to protect its own mark Mackey pore. KTIL processes the bought leaves separately from its own leaves. The physical segregation of own tea leaves and bought leaves manufacturing process is clearly visible. The Company is vulnerable to volatility in selling price of tea made from bought leaves.

Risks due to Fire, Accident, Theft, Etc.

KTIL has taken appropriate insurance policy to safeguard itself against loss that may arise from risks associated with fire, earthquake etc.

Risk due to Fraud

KTIL has installed adequate internal control measures to minimize the occurrence of fraud and internal audit is also conducted at regular intervals by an external agency.

Risk of Doubtful and Bad Debt

Corporate Social Responsibility

The CSR policy can be viewed at http://kancotea.in/pdf/CSR%20POLICY.PDF

The Companyâs CSR activities shall primarily include one or more of the items covered under Schedule VII to the Act as detailed below: -

(i) eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

(vi) measures for the benefit of armed forces veterans, war widows and their dependents;

(vii) training to promote rural sports, nationally recognized sports, Paralympics sports and Olympic sports;

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

(ix) contribution or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

(x) rural development projects.

(xi) slum area development

Preference shall be given to Companyâs Business and areas around Companyâs Tea Estates for spending the amount earmarked for CSR.

During the year, the Company has spent Rs, 12,74,000/- (includes Rs, 8,86,737/- unspent in the previous year 20142015). The unspent amount of Rs, 4,05,043/- for which no plan of expenditure was presented by Kanco CSR Trust will be spent in the financial year 2016-2017. The Annual Report on CSR activities is annexed herewith marked as Annexure E to this report.

Subsidiaries, Joint Ventures and Associate Companies

As on 31st March, 2016, we have one wholly owned subsidiary namely Winnow Investments and Securities Private Limited. During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statement of the company and its subsidiary, which form part of the Annual Report. The revenue and profit after tax of the subsidiary for the financial year ended 31st March, 2016 was Rs, 9,95,833/- and Rs, 6,38,660/- respectively. The total asset of the subsidiary as on 31st March, 2016 was Rs, 1,02,73,006/- Further, a statement containing the salient features of the financial statement of our subsidiary in the prescribed format AOC-1 is annexed to the financial statements.

During the year the following companies ceased to be Companyâs associate companies:

- B.T Investments Private Limited

- E.T Resources Private Limited

- Facitcon Investments Private Limited

Deposits

During the year under review, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Material Orders Passed by the Regulators /Courts/ Tribunals

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

Internal Controls

Vigil Mechanism

Website: http://kancotea.in/pdf VIGIL%20MECHANISM_WHISTLE%20BLOWER%20POLICY.PDF Stock Exchange

The Companyâs equity shares are listed at the Calcutta Stock Exchange Limited (Scrip Code-10014107). The Companyâs equity shares are traded at the Bombay Stock Exchange Limited (Scrip Code- 590130) as per MOU signed between CSE and BSE. Listing Fees for the financial year 2016-2017 has been paid.

Corporate Governance

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule V to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith marked as Annexure F to this report.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

No complaints have been received during the year under review by the respective Internal Complaints Committee.

Details pertaining to remuneration 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

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2015-16, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2015-16 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sl. No.	Name of Director/ KMP and Designation	Remuneration of Director/ KMP for financial year 2015-16 (Rs,. In Lacs)	% increase in Remuneration in the F.Y. 2015-16	Ratio of remuneration of each Director to median remuneration of employees	Comparison of the Remuneration of the KMP against the performance of the Company
1.	Mrs. A. Kanoria, Whole-time Director	29.71	16.49%	21.04	The profit before tax decreased by 31.84% compared to previous year due to creation of provision for bad debt amounting to Rs,.252.36 Lacs. The Company has paid fixed part of the salary as per the agreement signed pursuant to passing of resolution by the members at the general meeting. The increase in salary of KMP other than Whole-time Director is as per experience, qualification, market trends and industry bench mark.
2.	Mr.A.K.Gangopadhyay, Company Secretary (resigned w.e.f. 14/01/2016)	2.27	N.A.	1.61
3.	Ms. C. Kabra, Company Secretary ( w.e.f. 15/02/2016)	1.21	N.A.	0.85
4.	Mr. S. K.Parhi, Chief Financial Officer	13.89	11.87%	9.84
5.	Mr. U. Kanoria, Non-Executive Director	0.75	(6.25%)	0.53
6.	Mr. G. Momen, Independent Director	0.75	15.38%	0.53
7.	Mr. N. Nayar, Independent Director	0.75	6.25%	0.53
8.	Mr. G. R. Banka, Non-Executive Director	0.45	43.75%	0.32

(ii) The median remuneration of employees of the Company during the financial year was Rs,.1,41,183/-

(iii) the percentage increase in median remuneration of the employees of the Company - 21.05 %

(iv) Number of permanent employees on the rolls of the Company - 1570

(v) Explanation on the relationship between average increase in remuneration and company performance -The average increase in remuneration is 19.73%. The dip in profit is attributable to creation of provision for bad debt amounting to Rs,.252.36 Lacs. The increase in salary, which is as per agreement entered into with trade unions at tea estate and in line with the industry bench mark at the registered office is justified.

(vi) Comparison of the remuneration of the Key Managerial Personnel Against the performance of the Company

- The total remuneration of Key Managerial Personnel increased by 15.02%, whereas the profit before tax declined by 31.84%. The drop in profit is mainly attributable to creation of provision for bad debt amounting to Rs,. 252.36 Lacs. The fixed part of the salary was paid to Whole-time Director and other KMPs were paid as per their experience, qualification, market trends and industry bench mark.

(vii) Variations

a) in the market capitalization of the company- The market capitalization as on March 31, 2016 was Rs,.3601.35 Lacs (Rs,.2219.89 Lacs as on March 31, 2015)

b) in the Price Earnings Ratio of the Company was 20.32 as at March 31,2016 and was 7.25 as at March 31, 2015.

c) Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in the year- Not Applicable.

(viii) Average percentile increase already made in the last financial year

a) In the salaries of employees other than the managerial personnel - 19.89%

b) Percentile increase in the managerial remuneration - 15.02%

c) Justification for such increase in remuneration & exceptional circumstances for increase in the managerial remuneration - (Please refer point-v)

(ix) Key parameters for any variable component of remuneration availed by the directors - Rs,.Nil for the year under review.

(x) Ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- Not applicable as there are no employees receiving higher remuneration than the highest paid director.

(xi) It is hereby affirmed that the remuneration paid to the directors, key managerial personnel and other employees is as per the remuneration policy of the company.

Note- Liability for gratuity and leave encashment as required by Accounting Standard-15 issued by The Institute of Chartered Accountants of India is provided on actuarial valuation report for the Company as a whole. The amount pertaining to individual employee is not ascertainable and therefore not included in the above calculation.

B. Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable.

Acknowledgement

Your Directors place on record their appreciation for the cooperation and support extended by the Employees, Banks/ Financial Institutions and all other business partners.

For and on behalf of the Board of Directors U.Kanoria

Kolkata, the 14th May, 2016 Chairman & Director

Mar 31, 2015

Dear Shareholders,

The Directors are pleased to present their Thirty Second Annual Report and the Company''s audited financial statement for the financial year ended 31st March, 2015.

Financial Results

The Company''s financial performance, for the year ended March 31, 2015 is summarized below:

Rs.in Lacs

Particulars Current Year Previous Year

Profit Before Interest, Depreciation and Tax 602.22 689.36

Less : Interest 110.26 115.55

Gross Profit for the year 491.96 573.81

Less : Depreciation 151.85 91.57

Profit Before Tax 340.11 482.24

Less : Provision For :-

Net Current Tax 57.73 87.53

Provision for MAT Credit Entitlement (15.97) (43.25)

41.76 44.28

Deferred Tax (10.61) 9.27

31.15 53.55

Profit/(Loss) After Taxation 308.96 428.69

Add : Balance Brought Forward from Last Account 1454.49 1171.84

1763.45 1600.53

Less : Transfer to General Reserve 30.90 42.87

Less : Proposed dividend 70.23 88.18

Less : Dividend Distribution Tax 17.95 14.99

Balance Carried to Balance Sheet 1644.37 1454.49

Results of Operations and the State of the Company''s Affairs

During the year under review, the production of own tea and tea made from bought leaves went down by 78261 Kgs and 101100 Kgs compared to previous year. The profit before tax stood at Rs340.11 Lacs compared to Rs482.24 Lacs for the previous year. The decline in working results was mainly due to loss of crop, increase in depreciation due to reassessment of useful lives of its fixed assets as specified in Part C of Schedule II to the Companies Act, 2013 and substantial increase in provision for gratuity pursuant to actuarial valuation.

Your Company continued to take advantage of the Special Purpose Tea Fund Scheme announced by the Tea Board of India. In the financial year 2014-2015, 28.13 hectares, 24.19 hectares and 24.10 hectares of the plantation area were replanted, rehabilitated and uprooted respectively. We have added an irrigation set in Mackeypore Tea Estate and investment has been made in factory. Your Company has also built labour latrines to improve the living condition of its workforce.

The current season started with an increase in crop due to favourable weather conditions. The north India auction average price upto May, 2015 is lower by 8.35% compared to corresponding period in the previous year. Your Company being producer of premium quality teas will be less affected by fall in tea prices compared to medium and low quality producers. The increase in wage rate and inputs like H.S.D.Oil, Pesticides, Natural Gas and Manures will hit the bottom line. The thrust on irrigation and replanting under SPTF will continue.

Certifications

The quality management system of Mackeypore Tea Estate, Kanco Tea & Industries Limited bearing ANZSIC Code: 2180 has been assessed and found to meet the requirements of ISO 9001:2008.The certificate no. IN/QMS/00270 is valid for manufacturing of black tea from green tea leaves till 20/05/2016.

The food safety systems of Mackeypore Tea Estate, Kanco Tea & Industries Limited bearing ANZSIC Code: 2180 has been assessed and found to meet the requirements of HACCP (Hazard Analysis and Critical Point). The certificate no. IN/HACCP/00027 is valid for manufacturing of black tea from green tea leaves till 20/05/2016.

The food safety systems of Mackeypore Tea Estate, Kanco Tea & Industries Limited has been assessed and found to meet the requirements of ISO 22000:2005 (Food Safety Management System). The certificate no. IN/FSMS/00065 is valid for manufacturing of black tea from green tea leaves till 20/05/2016.

Mackeypore Tea Estate & Lakmijan Tea Estate has been issued verification certificate bearing no. TS-VC/CUC/03/ 834385/14 & TS-VC/CUC/04/8347386/14 under trustea code for sustainable tea in India by Control Union. The trustea code covers social, agronomic, food safety, occupational health & safety and environmental criteria. The certificates are valid till 22/12/2016.

Appropriations Transfer to reserves

Rs30.90 Lacs has been transferred to general reserve and Rs189.88 has been retained in surplus.

Dividend

The Directors of your Company has recommended a dividend of Rs7/- and Rs5/ (Last Year 1 /- and Rs5/-) per Preference Share of Face Value of Rs100/- and Equity Share of Face Value of Rs10/-share respectively for the year under review.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form No. MGT-9 as required under Section 92 of the Companies Act, 2013 is annexed herewith marked as Annexure A to this report.

Directors

During the year under review, the members approved the appointment of Mr. Umang Kanoria (DIN: 00081108) as Non-Executive Non-Independent Director, who is liable to retire by rotation and in accordance with the provisions of the Act and the Articles of Association of the Company, he retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Mr. Navin Nayar (DIN: 00136057) and Mr. Golam Momen (DIN: 00402662) were appointed as the Independent Directors of the Company who are not liable to retire by rotation. The Members have also re-appointed Mrs. Anuradha Kanoria (DIN: 00081172) as the Whole time Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for Performance evaluation of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors and is annexed herewith marked as Annexure B to this report.

The performance evaluation of the Chairman and the non independent Directors was carried out by the Independent Directors. On the basis of the Policy the Performance Evaluation of Independent Directors, Board, Committees and other individual Directors were carried. The Board of Directors expressed their satisfaction with the evaluation process.

Number of Meetings of the Board

Six meeting of the Board of Directors were held during the year.

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Navin Nayar (Chairman) and Mr. Golam Momen and Mr. Govind Ram Banka, Non-Executive Director. All the recommendations made by the Audit Committee were accepted by the Board.

Directors'' Responsibility Statement

The Directors hereby confirms that

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) they had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

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

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

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

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

Statutory Auditors

Messrs. Jain & Co., Chartered Accountants, Registration No. 302023E, Statutory Auditor of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have expressed their willingness to continue as Statutory Auditors of the Company, if so appointed by the members. Your Company has received the consent and certificate from Messrs. Jain & Co., Chartered Accountants to the effect that their re- appointment if made, would be within the limits prescribed under the section 141 of the Companies Act, 2013 read with rules and that they are not disqualified for reappointment within the meaning of Section 141 of the Companies Act 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1) (h) of the Listing Agreement.

Statutory Auditors'' Report

The report by the Auditors is self-explanatory and has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

Secretarial Audit Report

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 P.S. & Associates a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith marked as Annexure C to this report.

Further, this report has no qualification, reservation, adverse remark or disclaimer; hence no explanation or comments by the Board were required.

Particulars of Loans, Guarantees or Investments by Company

Particulars of investments made by the Company are provided in note no.12 & 15 to the financial statements.

The Company has neither given any loan & guarantee nor provided any security during the financial year under review. The particulars of loan as on 01/04/2014 and 31/03/2015 are provided in note no.13 to the financial statements.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis.

Material Changes and commitments occurred between the end of the Financial Year under Review and the date of this report.

No material changes and commitments have occurred between the end of the financial year under review and the date of this report.

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

A statement pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed herewith marked as Annexure D to this report.

Risk Management

As per requirement of Section 134(3) (n) of the Companies Act, 2013 the Board of Directors in its meeting held on 9th May, 2014 has approved the Risk Management Policy. The Board envisaged the following elements of risks which may threaten the existence of the Company-

Nature Related Risk

Tea being an agricultural produce is affected by the vagaries of weather. Weather plays a major role in determining the final output of produce. Both excess and scarcity of rainfall play havoc with the final output of produce. KTIL has carried out extensive drainage network to deal with the problem arising out of excess rainfall. KTIL has a detailed plan of action for bringing its plantation areas under irrigation and more than 70% of its plantation areas are under irrigation now.

Pest Management

Tea bushes are prone to attack by various pests like cater pillars, Loppers, Red Slugs, Red Spiders, Helopeltis, Thrips, Green Fly, etc. KTIL has experienced competent senior personnel in the garden, who controls pest by way of timely detection and spray of agro-chemicals. KTIL has also a policy of keeping adequate agro chemicals in stock in anticipation of pest attack during a particular month based on past behavior of pests. KTIL is working out on a plan on integrated pest management, which will promote the use of physical, biological and mechanical control methods, and the least possible use of agrochemicals.

Labour

Tea being a labour intensive industry is prone to loss of output due to labour unrest. KTIL provides all its workforce employed in the estate along with their families access to drinking water, food, housing and basic medical care as per the guideline of Plantation Labour Act,1951 and Assam Plantation Labour Rules. Workers are paid the official agreed wage as per the agreement entered into between the recognised trade union and KTIL. KTIL follows a strict ''Non-Discrimination Policy''on the basis of race, creed, gender, political opinion and membership of trade union. KTIL always aim to maintain cordial relationship with its workforce.

Market Risk

The tea prices are volatile and affected by the conditions prevailing in the market. The inferior quality teas are affected more by volatility in prices in comparison to top quality teas. KTIL''s thrust on making top quality teas minimized the risk due to volatility in prices.

Bought Leaf Operation

KTIL purchases green leaves from outside suppliers and produces it under a different mark called Lakmijan to protect its own mark Mackeypore. KTIL processes the bought leaves separately from its own leaves. The physical segregation of own tea leaves and bought leaves manufacturing process is clearly visible. The Company is vulnerable to volatility in selling price of tea made from bought leaves.

Risks due to Fire, Accident, Theft, Etc.

KTIL has taken appropriate insurance policy to safeguard itself against loss that may arise from risks associated with fire, earthquake etc.

Risk due to Fraud

KTIL has installed adequate internal control measures to minimise the occurrence of fraud and internal audit is also conducted at regular intervals by an external agency.

Risk of Doubtful and Bad Debt

The credit worthiness of sundry debtors is checked by the senior management to fix the credit period, if any to be given. The background check of new party is also carried out before deciding on the credit period.

Corporate Social Responsibility Committee and Policy

a)The Company''s CSR activities shall primarily include one or more of the items covered under Schedule VII to the Act as detailed below: -

(i) eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation and making available safe drinking water;

(ii) promotion of education including special education and employment enhancing vocation skills especially among children, women, elderly and the differently abled and livelihood enhancement projects;

(iii) promoting gender equality, empowering women, setting up homes and hostels for women and orphans;

Setting up old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically backward groups;

(iv) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

(v) protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts;

(vi) measures for the benefit of armed forces veterans, war widows and their dependents;

(vii) training to promote rural sports, nationally recognized sports, Paralympic sports and Olympic sports;

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

(ix) contribution or funds provided to technology incubators located within academic institutions which are approved by the Central Government;

(x) rural development projects.

(xi) slum area development

Preference shall be given to Company''s Business and areas around Company''s Tea Estates for spending the amount earmarked for CSR.

b) The Corporate Social Responsibility Committee comprises of the Directors viz, Mr. Umang Kanoria (Chairman), Mr. Navin Nayar and Mr. Govind Ram Banka as other members of the Committee.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

c) Average net profit of the company for last three financial years - Rs.4,43,36,867/-

d) Prescribed CSR Expenditure (two per cent of the amount as in item c above) - Rs.8,86,737/-

The Company was unable to identify a registered trust to carry out activities on its behalf in areas around its Tea Estates during the year under review and therefore Rs.8,86,737/- being 2% of average net profit of the Company for last three financial years has been kept as liability in the financial year under review. The Company has formed "Kanco- CSR Trust", which got registered on 31st March, 2015 and Rs. 8,86,737/- earmarked in the financial year under review for CSR activities will be incurred in the financial year 2015-2016 through the said trust.

The CSR policy can be viewed at http://kancotea.in/pdf/CSR%20POLICYPDF

Formation of Wholly Owned Subsidiary Company

During the year under review, Winnow Investments and Securities Private Limited, a Wholly owned Subsidiary of the Company was incorporated on 30th March 2015. Winnow Investments and Securities Private Limited did not commence its business in the financial year under review and therefore consolidated accounts has not been prepared.

Fixed Deposits

Deposits which were accepted under Section 58A of the erstwhile Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975 had been repaid with Interest on their due dates and those deposits whose due dates were after 31st March, 2015 have also been repaid on 31st March, 2015 in accordance with Section 74 (1) (a) of the Companies Act, 2013 read with rule 20 of the Companies (Acceptance of Deposits) Rules, 2014. During the year under review, the Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Material Orders Passed by the Regulators /Courts/ Tribunals

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

Internal Controls

The Company has an effective Internal Control system with reference to Financial Statements. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of the Internal Control System. The Company''s internal Control System is commensurate with its size, scale and complexities of its operations.

Vigil Mechanism

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns and grievances. Protected disclosures can be made by a whistle blower through an email or dedicated telephone line or a letter to the Chairman of the Audit Committee.

Website: http://kancotea.in/pdf VIGIL%20MECHANISM WHISTLE%20BLOWER%20PQLICY.PDF Stock Exchange

The Company''s equity shares are listed at the Calcutta Stock Exchange Limited (CSE) and the Uttar Pradesh Stock Exchange Limited. The Company''s equity shares (Scrip Code 590130) are traded at the Bombay Stock Exchange Limited (BSE) as per MOU signed between CSE and BSE.

Listing Fees for the financial year 2015-2016 has been paid.

SEBI has allowed the UPSE to exit in terms of Clause 8 of the Exit Circular, 2012 vide its order dated 9th of June,2015.

Deatils Pertaining to Remuneration 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.

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

ii) The median remuneration of employees of the Company during the financial year was Rs.1,16,627/-

iii) the percentage increase in median remuneration of the employees of the Company-15.11 %

iv) Number of permanent employees on the rolls of the Company - 1677

v) Explanation on the relationship between average increase in remuneration and company performance - The average increase in remuneration is 7.12%. The dip in profit is mainly attributable to external factor i.e. vagaries of weathers and therefore the increase in salary, which is as per agreement entered into with trade unions at tea estate and in line with the industry bench mark at the registered office is justified.

vi) Comparison of the remuneration of the Key Managerial Personnel Against the performance of the Company - The total remuneration of Key Managerial Personnel declined by (-)3.44%, whereas the profit before tax declined by 29.43%. The fixed part of the salary was paid to the KMPs and the drop in profit is mainly attributable to vagaries of weather, which is an external factor.

vii) Variations

a) in the market capitalisation of the company- The market capitalisation as on March 31,2015 was Rs.2219.89 Lacs (Rs.1553.92 Lacs as on March 31,2014)

b) in the Price Earning Ratio of the Company was 7.25 as at March 31,2015 and was 3.65 as at March 31, 2014.

c) Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in the year- Not Applicable.

viii) Average percentile increase already made in the last financial year

a) In the salaries of employees other than the managerial personnel- 7.51%

b) Percentile increase in the managerial remuneration- (-) 3.44%

c) Justification for such increase in remuneration & exceptional circumstances for increase in the managerial remuneration - (Please refer point-v)

ix) Key parameters for any variable component of remuneration availed by the directors- Rs.Nil for the year under review.

x) Ratio of remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year- Not applicable as there are no employees receiving higher remuneration than the highest paid director.

xi) It is hereby affirmed that the remuneration paid to the directors, key managerial personnel and other employees is as per the remuneration policy of the company.

Note- Liability for gratuity and leave encashment as required by Accounting Standard-15 issued by The Institute of Chartered of Accountants of India is provided on actuarial valuation report for the Company as a whole. The amount pertaining to individual employee is not ascertainable and therefore not included in the above calculation.

B. Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i) No disclosure required under clause 49 of the listing agreement has been made by the Company, as the same is not applicable.

ii) Equity shares of the Company were never suspended from trading during the year under review. Acknowledgement

Your Directors place on record their appreciation for the cooperation and support extended by the Employees, Banks/ Financial Institutions and all other business partners.

For and on behalf of the Board of Directors U.Kanoria

Kolkata, the 16th June, 2015 Chairman & Director

Mar 31, 2014

Dear Shareholders,

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

Financial Highlights

Your CompanyÂs financial performance was as follows :

Rs.in Lacs Particulars Current Year Previous Year

Profit Before Interest, Depreciation and Tax 689.36 750.14

Less : Interest 115.55 123.91

Gross Profit for the year 573.81 626.23

Less : Depreciation 91.57 80.71

Profit Before Tax 482.24 545.52

Less : Provision For :- Net Current Tax 87.53 96.10

Provision for MAT Credit Entitlement (43.25) (34.79) 44.28 61.31

Income Tax for earlier years - 3.90

Deferred Tax 9.27 3.08 53.55 68.29

Profit/(Loss) After Taxation 428.69 477.23

Add : Balance Brought Forward from Last Account 1171.84 844.82 1600.53 1322.05

Less : Transfer to General Reserve 42.87 47.72

Less : Proposed dividend 88.18 88.18

Less : Dividend Distribution Tax 14.99 14.31

Balance Carried to Balance Sheet 1454.49 1171.84

Dividend

The Directors of your Company has recommended a dividend of Rs.7/- and Rs. 5/ (Last Year Rs.7 /- and Rs.5/-) per Preference Share of Face Value of Rs. 100/- and Equity Share of Face Value of Rs.10/-share respectively for the year under review.

Operations & Finance :

During the year under review, the production of own tea went down by 54802 Kgs compared to previous year. The profit before tax stood at Rs.482.23 Lacs compared to Rs.545.52 Lacs for the previous year. The decline in working results was mainly due to loss in own crop. The impact of loss of own crop was marginalized by increase in tea made out of bought leaves. The tea made out of bought leaves went up by 152951 Kgs compared to last year.

Your Company continued to take advantage of the Special Purpose Tea Fund Scheme announced by the Tea Board of India. In the financial year 2013-2014, 23.97 hectares, 24.10 hectares and 24.19 hectares of the plantation area were replanted, rehabilitated and uprooted respectively. New planting was done in 2.05 hectares. We have also added irrigation set each in Mackeypore and Lakmijan Tea Estate. Investment has been made in factory machinery to bring further improvement in quality of teas. Your Company has also built labour quarters and labour latrines to improve the living condition of its workforce.

The current season started with a severe drought condition but at present rainfall in moderate quantity has been received. Owing to drought, there has been loss of crop in Industry in general. However, your estate is showing better production owing to its investments made in augmenting irrigation facilities during the past few years. The increase in wage rate and inputs like H.S.D.Oil, Pesticides, Natural Gas and Manures will hit the bottom line. Your Company being producer of premium quality teas will try to offset the increase in cost/kg. of made tea by better price realization. The thrust on irrigation and replanting under SPTF will continue.

Directors

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Umang Kanoria (DIN- 00081108) was appointed as an Additional Director with effect from 23rd September 2013 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. Umang Kanoria for appointment as Non Executive Director.

Mr. Navin Nayar (DIN: 00136057) and Mr. Golam Momen (DIN: 00402662), directors of the Company, are being appointed as Independent Directors for five consecutive years from the conclusion of this Annual General Meeting till the Annual General Meeting for the Financial Year ended 31st March, 2019, not liable to retire by rotation as per the provisions of Section 149 and other applicable provisions of the Companies Act, 2013.

Mr. Govind Ram Banka (DIN: 00207385) shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Subject to the approval of the members in the general meeting, the Board of Directors on 1st July 2014 re-appointed Mrs. Anuradha Kanoria (DIN : 00081172), as Whole Time Director of the Company for a period of five years with effect from 1st December, 2014 on the terms and conditions agreed to by the Board of Directors and Mrs. Anuradha Kanoria.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement. All the directors of the Company have also confirmed that they are not disqualified from being appointed as directors in terms of Section 274(1) (g) of the Companies Act, 1956.

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm having:

1. that in the preparation of annual accounts for the financial year ended March 31, 2014, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

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

3. taken Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The amount outstanding as on 31st March, 2014 on account of Fixed Deposits aggregating " 93.93 Lacs is yet to mature and all the deposits that matured during the year were repaid with interest due thereon and nothing remains unclaimed.

Auditors

Messrs. Jain & Co., Chartered Accountants, Registration No. 302023E retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue as Auditors of the Company, if so appointed by the members. Your Company has received the consent and certificate from Messrs. Jain & Co., Chartered Accountants to the effect that their re-appointment if made, would be within the limits prescribed under the section 141 of the Companies Act, 2013 read with rules and that they are not disqualified for reappointment within the meaning of Section 141 of the Companies Act 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under Clause 41(1) (h) of the Listing Agreement.

Cost Audit

For the year under review, the Company proposes to reappoint Messrs A.C.Dutta & Co., Cost Accountants (Registration No.000125) as Cost Auditors for the financial year ended March 31, 2015, in accordance with the Companies Act, 2013 and their remuneration is to be ratified at the ensuing Annual General Meeting.

Employee Particulars

The particulars of employees pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)Rule 1975, as amended by Companies (Particulars of Employees)Amendment Rules 2011, are not applicable as no employee was in receipt of remuneration to the extent laid down in the said Rules.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo A statement pursuant to section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed to and forms part of this Report.

Acknowledgement

Your Directors place on record their appreciation for the cooperation and support extended by the Employees, Banks/ Financial Institutions and all other business partners.

For and on behalf of the Board of Directors

A. K. Kanoria Umang Kanoria A. K. Gangopadhyay Kolkata, the Wholetime Director Director Company 1st day of July, Secretary 2014

Mar 31, 2013

Dear Shareholders,

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

FINANCIAL HIGHLIGHTS

Your Company''s financial performance was as follows :

Rs.in Lacs Particulars 2012-13 2011-12

Profit Before Interest, Depreciation and Tax 750.14 521.24

Less : Interest 123.91 144.80

Gross Profit for the year 626.23 376.44

Less : Depreciatio 80.71 75.80

Profit Before Tax 545.52 300.64

Less : Provision

For :- Net Current Tax 96.10 51.28

Provision for MAT Credit Entitlement (34.79) (15.84)

61.31 35.44

Income Tax for earlier years 3.90

Deferred Tax 3.08 (6.72) 68.29 28.72

Profit/(Loss) After Taxation 477.23 271.92

Add : Balance Brought Forward from Last Account 844.82 702.58

1322.05 974.50

Less : Transfer to General Reserve 47.72 27.19

Less : Proposed dividend 88.18 88.18

Less : Dividend Distribution Tax 14.31 14.31

Balance Carried to Balance Sheet 1171.84 844.82

DIVIDEND

The Directors of your Company has recommended a dividend of " 7/- and " 5/- (Last Year " 7/- and " 5/-) per Preference share of Face Value of " 100/- and Equity Share of Face Value of " 10/- share respectively for the year under review.

OPERATIONS & FINANCE :

During the year under review, prices of North India teas went up by " 25 per kg compared to previous year. However the prices of your company teas increased by " 33 per kg compared to previous year. The gap between price of quality and non quality teas is widening every year and your company being a producer of top quality teas was able to achieve a better price. The focus on producing good quality teas, constant thrust on improving field practices and increase in price realisation due to favourable market condition resulted in increase in working results. The profit before tax stood at " 545.52 Lacs compared to " 300.64 lacs for the previous year.

Your Company continued to take advantage of the Special Purpose Tea Fund Scheme announced by the Tea Board of India. In the financial year 2012-2013, 21.91 hectrares, 23.97 hectares and 24.10 hectares of the plantation area were replanted, rehabilitated and uprooted respectively. We have also added another irrigation set in Mackeypore Tea Estate. Major investment has been made in factory machinery to bring further improvement in quality of teas. Your Company has also built labour quarters and labour latrines to improve the living condition of its workforce.

The current season started with a droughty condition but at present reasonable rainfall has been received. The prices of teas have been sluggish. The increase in wage rate and inputs like H.S.D. Oil, Pesticides and Manures will hit the bottom line. However, your Company being producer of premium quality teas will try to offset the increase in cost/kg. of made tea by better price realisation. The thrust on irrigation and replanting under SPTF will continue.

DIRECTORS

In accordance with the provisions of the Articles of Association of the Company, Mr. Umang Kanoria, Director of the Company, will retire by rotation at the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibil- ity Statement, the Directors confirm having :

1. that in the preparation of annual accounts for the financial year ended March 31, 2013, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

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

3. taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and

4. prepared the annual accounts on a going concern basis.

FIXED DEPOSITS

The amount outstanding as on 31st March, 2013 on account of Fixed Deposits aggregating " 68.93 lacs is yet to mature and all the deposits that matured during the year were repaid with interest due thereon and nothing remains unclaimed.

AUDITORS

Messrs Jain & Co., Chartered Accountants, Registration No. 302023E retire at the conclusion of the 30th Annual General Meeting and being eligible, have expressed their willingness to continue as Auditors of the Company, if so appointed by the members.

COST AUDIT

For the year under review Messrs A.C.Dutta & Co., Cost Accountants were appointed as Cost Auditors of the Company for conducting Cost Audit for the financial year ended March 31, 2013.

EMPLOYEE PARTICULARS

The particulars of employees pursuant to section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule 1975, as amended by Companies (Particulars of Employees) Amendment Rule, 2011 are not applicable as no employee was in receipt of remuneration to the extent laid down in the said Rules.

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

A statement pursuant to section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 on conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed to and forms part of this Report.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the cooperation and support extended by the Employees, Banks and all other business partners. For and on behalf of the Board of Directors

Kolkata, The 13th

day of May, 2013 Umang Kanoria Chairman

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