Directors Report of Longview Tea Company Ltd.

Mar 31, 2024

We have pleasure in presenting the Annual Report together with the Financial Statements of the Company for
the year ended 31^st March, 2024.

Financial Results

The financial performance of the Company is summarized herein below:

(Amount in Rs.''000)

Particulars	31st March, 2024	31st March, 2023
Profit before Finance Cost, Depreciation andAmortization & Tax	18748.05	1027.06
less: finance cost	41.06	41.90
Depreciation and amortization	409.96	355.27
Profit/ (Loss) before Tax	18297.03	629.89
Less:tax expense
Current tax	2854.34	2613.08
For earlier years	(1320.44)	-
Deferred tax	1549.10	(348.50)
Profit/(Loss) for the year	15214.03	(1634.69)
Other Comprehensive Income	129.57	(55.80)
Total Comprehensive Income for the year	15343.60	(1690.49)

Review of Operations

Revenues with other income for financial year ended 31^st March, 2024 stood at Rs. 3,42,29,691/- and profit
before tax at Rs. 1,82,97,036.94/- and profit for the year after tax was Rs. 1,52,14,040.47/-.

Dividend & Reserves

To conserve the resources of the Company, no dividend is recommended for the Financial Year under reference
and the Company has not transferred any amount to the General Reserve during the financial year ended
31^st March, 2024. Subsidiaries/Associate Companies The Company does not have any Subsidiary or Associate
Company.

Directors & KMP

The Board consists of non-executive directors including independent directors who have wide and varied
experience in different disciplines of corporate functioning.

In terms of Articles of Association of the Company read with section 150, 152 of the Companies Act, 2013, Shri
Yashwant Kumar Daga (DIN:00040632), is retiring by rotation at the ensuing Annual General Meeting and being
eligible offered himself for re-appointment. The Board recommends his re-appointment to the members of the
Company in the ensuing Annual General Meeting.

Smt. Santosh Devi Mall (Din: 07094393) Non-Executive Non-Independent Director, has resigned from the
directorship of the Company w.e.f. April 06, 2023.

Based on the recommendation of the Nomination & Remuneration Committee, the Board at its meeting held
on 6^th April, 2023 had approved the appointment of Smt. Sujata Pandey as Company Secretary and Compliance
Officer (Key Managerial Personnel) w.e.f. 6^th April, 2023.

The brief resume and other details relating to the Directors, who are to be appointed/ re-appointed as required
under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(Listing Regulations) and Secretarial Standard on General Meetings (SS-2) are provided in the Notice of the
Annual General Meeting forming part of the Annual Report.

Declaration from Independent Directors

All Independent directors have submitted their declaration under section 149(7) of the Companies Act, 2013
that they meet the criteria of Independence as provided under section 149(6) of the Companies Act, 2013 and
SEBI (LODR) Regulations, 2015.

Nomination & Remuneration Policy

The Company pursuant to the provisions of Section 178 of the Companies Act, 2013 and in terms of Regulation
19(4) of the SEBI Listing Regulations has formulated a policy on Nomination and Remuneration for its Directors,
Key Managerial Personnel and senior management and the said policy was amended from time to time. The
detail of the said policy is annexed herewith and marked as Annexure I forming part of this report. The complete
policy is available at the website of the Company at http://longviewtea.org/investor/Nomination%20&%20
Remuneration%20Policy..pdf

Directors'' Responsibility Statement

In accordance with the provisions of section 134(5) with respect to Directors'' Responsibility Statement, the
Board hereby confirms and submits that:—

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

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

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records
for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

(e) the directors have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively,

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

Number of Board Meetings

During the year five Board meetings were held on 06.04.2023, 20.04.2023, 13.07.2023, 01.11.2023, 11.01.2024
in respect of which proper notices were given and the proceedings were duly recorded in the minutes book
maintained for the purpose. The intervening gap between any two consecutive meetings did not exceed
the gap of 120 days as prescribed by the Companies Act, 2013 and SEBI ( Listing Obligations and Disclosure
Requirements), Regulations 2015. The details of attendance of the directors at the Board Meetings during the

year 2023-2024 is given hereunder:

Name	Number of meetings attended
Pradip Kumar Daga	1
Yashwant Kumar Daga	5
Bajrang Agarwal	5
Hemlata Jhajharia	5

Pursuant to the provisions of the Companies Act, 2013, a separate meeting of the Independent Directors was held
on 11^th January 2024 without the attendance of non-independent Directors and members of the management
to review the performance of Non-Independent Directors and the Board as whole. The Independent Directors
also reviewed the quality, content and timeliness of the flow of information between the Management and the
Board and its'' Committees which is necessary to effectively and reasonably perform and discharge their dues.

Board Evaluation

Pursuant to the Provisions of the Companies Act, 2013 the Board of Directors have carried out the performance
evaluation for the Board, Committees of the Board, individual Directors of the Company for the Financial Year
ended 31st March, 2024.

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

Internal Financial Control and their adequacy

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures. The internal auditor monitors and evaluates the efficacy and adequacy of internal
control systems in the Company.

Corporate Governance & Management Discussion & Analysis

The Company is having a Paid-up equity share capital not exceeding Rs. 10 crore and Networth not exceeding
Rs. 25 crore and hence as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Corporate Governance requirements as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation
(2) of Regulation 46 and Para C, D and E of Schedule V of the Listing Regulations are not applicable to the
Company. Thus, a report on Corporate Governance does not form part of this report.

Pursuant to SEBI Listing Regulations, report on Management Discussion and Analysis has been enclosed as part
of Board''s Report.

Auditors'' and their Report

M/s. V Singhi & Associates (Firm Registration No.311017E), Statutory Auditors, were re-appointed as Statutory
Auditor of the Company at the Annual General Meeting of the Company held on 29^th June, 2022 to hold office
until the conclusion of the Annual General Meeting to be held in the year 2027. The Auditors Report does not
contain any reservations, qualifications, or adverse remarks and are self-explanatory.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company had appointed Shri Pravin
Kumar Drolia, Proprietor of Drolia & Co.( Company Sectary in whole time Pratice) for conducting the Secretarial
Audit of the Company for the financial year 2023-24. The Secretarial Audit Report, pursuant to Section 204(1) of
the Companies Act, 2013, for the financial year ended 31^st March, 2024 is given in Annexure II attached hereto
and forms part of this report.

The Secretarial Audit report for the financial year ended 31^st March, 2024 does not contain any reservation,
qualification or adverse remarks and forms part of the Board''s Report.

Cost Audit

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148
of the Companies Act, 2013, is not required by the Company.

Audit Committee

The Audit Committee of the Company was constituted by Board. The Committee comprises of Shri Bajrang
Agarwal as Chairman, Shri Pradip Kumar Daga, & Smt. Hemlata Jhajharia as Members. The Company Secretary
is the Secretary of the Committee. During the year, there are no instances where the Board had not accepted
the recommendations of the Audit Committee

Vigil Mechanism /Whistle Blower Policy

The Company has formulated a Vigil Mechanism / Whistle Blower Policy for the directors and employees to
report genuine concerns about instance of any irregularity, unethical or improper practices and/ or misconduct
by means of Protected Disclosure to the Vigilance and Ethics Officer or the Chairman of the Audit Committee.
The details of the vigil mechanism are also available on the Company''s website at http://longviewtea.org/
investor/Vigil%20Mechanism.pdf

Risk Management

The Board has approved and implemented Risk Management Policy of the Company including identification
and element of risks. Your Directors periodically reviews and identifies the element of risk, if any, which may
threaten the existence of the Company. During the year no risk existed which may threaten the existence of
the Company.

Corporate Social Responsibility

The Company is not falling in any of the criteria provided under the provisions of Section 135 of the Companies
Act, 2013, for forming the Corporate Social Responsibility Committee, therefore, such committee has not been
formed by the Company and the requirement of clause (o) of sub-section (3) of Section 134 of the said act are
not applicable to the Company

Deposits

The Company has not accepted any deposit from the Public and as such there are no outstanding deposits in
terms of the Chapter V of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Loans, Guarantees & Investments

The particulars of loans, guarantees and investments have been disclosed in the notes to the financial
statements of the Company.

Related Parties Transactions

All related party transactions entered during the financial year were in ordinary course of business and on
arm''s length basis. There have been no transactions with the related parties during the financial year which
were in conflict with the interests of the Company. There have been no materially significant related party
transactions between the Company and the Directors, the management or relative except for those disclosed
in the financial statements. Therefore, Form AOC-2 is not applicable. Suitable disclosures as required by the
Accounting Standard (Ind AS - 24) has been made in the notes to the Financial Statements.

Change in the Nature of Business

No change has been made in nature of business carried out by the Company during the financial year 2023-24.
Material Changes Affecting Financial Position of the Company

No material Changes or commitments, affecting the financial position of the Company have occurred between
the end of the financial year of the Company, to which the financial statements relate i.e. 31^st March, 2024 and
date of Board''s Report.

Significant and Material Orders Passed By the Regulators or Courts

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

Conservation of Energy, Research and Development, Technology Absorptions and Foreign Exchange
Earnings and Outgo

The Company is in the trading business and has no manufacturing unit. The information pertaining to
conservation of energy, technology absorption , as required under the Companies Act, 2013, read with the
Companies (Accounts) Rules 2014 is not applicable to the Company. During the year there was no Foreign
exchange earnings and Outgo

Particulars of Remuneration of Managerial Personnel and Employees and Related Disclosure

The information required under section 197 of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below.

a. Ratio of remuneration of each director to the median remuneration of the employees of the Company for
the financial year: None of the Director is being paid remuneration except the sitting fees.

b. Percentage increase in the remuneration of Chief Executive Officer, Chief Financial Officer, Company
Secretary in the financial year 2023-2024:

S l . No.	Name	Designation	%increase in remuneration in the FY 2023-24
1.	Shri Joydeep Pattanayak	Chief Executive Officer	10.71
2.	Smt. Sujata Pandey	Company Secretary	-1
3.	Shri Vikas Joshi	Chief Financial Officer	18.88

e. Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: Nil because there are no other employees in the Company other than the key
managerial personnel.

f. The Company affirms that remuneration is as per the Remuneration policy of the Company.

The details as required pursuant to provisions of sub-rule (2) and (3) of Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any amendment and
re-enactment thereof) and forming part of this report is given in separate annexure to this Report.

The said annexure is not being sent along with this Report to the Members of the Company in line with the
provisions of Section 136 of the Companies Act, 2013. Any member interested in obtaining a copy of the
said statement may write to the Company Secretary at the Registered Office of the Company. The aforesaid
annexure is also available for inspection by the Members at the Registered office of the Company, twenty-
one days before the 145^th Annual General Meeting and up to the date of the said Annual General Meeting
during business hours on working days.

Further none of the employee was drawing in excess of the limits laid down in Rule 5(2) of the Companies
Appointment and Remuneration of Managerial Personnel) Rules, 2014 which needs to be disclosed in the
directors report.

Also, none of the employees listed in the said Annexure is a relative of any Director of the Company. None
of the employees hold (by himself/herself or along with his/her spouse and dependent children) equity
shares of the Company.

Internal Complaint Committee

The Company is committed to provide a safe and conducive work environment to its employees. Due to
having less than 10 workers, Internal Complaint Committee has not been constituted under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Also the Company
has not received any complaint under The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, during the year.

Extract of the Annual Return

Pursuant to section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return as
on March 31,2024 is available on the Company''s website at http://longviewtea.org/investor/Annual%20
Return_2024.pdf

Compliance with Secretarial Standards

The Company has complied with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and cooperation received
from the Members and employees during the year under review.

For and on behalf of the Board of Directors

Place: Kolkata Yashwant Kumar Daga Bajrang Agarwal

Dated: 03/05/2024 Director Director

(DIN: 00040632) (DIN:01017092)

1

Sujata Pandey was appointed as Company Secretary & Compliance Officer, w.e.f. April 06, 2023 i.e. during
the financial year 2023-24, hence, percentage increase is not applicable .

c. Percentage increase in the median remuneration of employees in the financial year : 10.71%

d. Number of permanent employees on the rolls of the Company: 3

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Mar 31, 2014

TO THE SHAREHOLDERS

The Directors are pleased to present the Annual Report together with the Audited Financial Statement of the Company for the year ended 31st March, 2014.

(Amount in Rs.) FINANCIAL RESULTS Year ended Year ended 31-03-2014 31-03-2013

Profit/(Loss) before Tax 42,11,333 84,28,590

Less: Provision for Taxation 8,02,500 16,06,100

Profit after Tax 34,08,833 68,22,490

Balance of Loss brought forward from Previous year (61,08,051) (1,29,30,541)

Balance of Loss carried over (26,99,218) (61,08,051)

DIVIDEND :

In view of the accumulated losses, your Directors do not recommend for payment of any dividend on shares for the year ended 31st March, 2014.

REVIEW OF OPERATIONS :

Your company is engaged in the business of trading of tea and ferrous metals and surplus funds as generated from such activity being deployed in suitable investment from time to time . The current year''s performance is expected to be in same line as that of the previous year.

DIRECTORS :

Mr. Yashwant Kumar Daga retires by rotation u/s 152 of The Companies Act, 2013 and offers himself for reappointment.

In terms of provisions of Section 149 of The Companies Act, 2013 and SEBI circular dated 17/4/2014 on Corporate Governance it is proposed to appoint Shri Durga Prasad Birla and Shri Manoj Kumar Agrawal , respectively , both Non Executive Directors at present holding office of Director as per erstwhile Companies Act, 1956, as Independent Director for a period of five years from 1st October, 2014 to 30th September, 2019.

AUDITORS AND AUDITORS REPORT :

The retiring auditors M/s Lodha & Company, Chartered Accountants , Kolkata retire at the conclusion of the ensuing Annual General Meeting and have offered themselves for reappointment. In terms of the provisions of section 139 of The Companies Act, 2013 read with Rule 6 of Companies (Audit and Auditors) Rules, 2014 the Board of Directors have resolved to recommend their reappointment as Statutory Auditors to the members at the ensuing Annual General Meeting.

The notes appended to the accounts and referred in the Report of the Auditors are all self explanatory and do not warrant any further explanation.

SECRETARIAL COMPLIANCE CERTIFICATE :

In terms of the General circular 8/2014 bearing no. 1/19/2013-CL-V dated 1/4/2014 of the Ministry of Corporate Affairs, the Secretarial Compliance Certificate issued by Practicing Company Secretary , in respect of financial year ended 31.03.2014, forming part of this Report, is annexed.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION ANALYSIS REPORT :

A report on Corporate Governance for the financial year ended 31.03.2014 and Management Discussion and Analysis Report as per clause 49 of the Listing Agreement are attached and forms part of this report.

DIRECTORS RESPONSIBILITY STATEMENT :

Your Directors confirm:

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such policies and applied them consistently and made judgement and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for the period.

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

4. That the Directors have prepared the annual accounts on a going concern basis.

ADDITIONAL INFORMATION :

Your company not being engaged in manufacturing operations, the particulars required under Section 217(1)(e) of The Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PARTICULARS REGARDING EMPLOYEES REMUNERATION :

As there was no employee drawing remuneration specified in Section 217(2A) of The Companies Act, 1956, the said particulars are not applicable.

LISTING FEES :

The shares of the company are listed in Bombay, Delhi and Calcutta Stock Exchange respectively and listing fees for the financial year 2014-2015 have been paid to the respective stock exchange.

ACKNOWLEDGEMENT :

Your Directors record their appreciation of the assistance and cooperation extended to the company by the bankers and other authorities. Your Directors are also thankful to all the employees for their devoted efforts.

For and on behalf of the Board Pradip Kumar Daga Durga Prasad Birla (DIN 00040692) (DIN 00066622) Place : Kolkata Yashwant Kumar Daga Manoj Kumar Agrawal (DIN 00040632) (DIN 00067194) Dated : 30th May, 2014 Directors Directors

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Mar 31, 2013

TO THE SHAREHOLDERS

The Directors are pleased to present the Annual Report along with the Audited Accounts of the Company for the year ended 31 st March, 2013.

FINANCIAL RESULTS

(Rs)

Profit /(Loss) before Tax 84,28,590

Tax 16,06,100

Profit after Tax 68,22,490

Balance brought forward from previous year (1,29,30,541)

Balance Carried Forward (61,08,051)

DIVIDEND

In view of accumulated losses, your Directors regret their inability to recommend any dividend. REVIEW OF OPERATION

Your Company is engaged in the trading activity of tea and ferrous metals and surplus funds of the Company has been invested in inter-corporate deposits and shares of the bodies corporate. The current year performance is expected to be in line with the previous year.

DIRECTORS

Shri Pradip Kumar Daga and Shri Durga Prasad Birla retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment,.

AUDITORS AND AUDITORS'' REPORT

The retiring auditors M/s Lodha & Co., Chartered Accountants, Kolkata retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The notes appended to the accounts and referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further comments or explanations.

COMPLIANCE CERTIFICATE

As prescribed under Companies (Compliance certificates) Rules,2001, compliance certificate from a practicing company secretary has been obtained and annexed to this report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A report on Corporate Governance and Management Discussion and Analysis as per Clause 49 of the Listing Agreement with Stock Exchange is attached to the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/Loss of the Company for that period.

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

4. That the Directors have prepared the annual accounts on a going concern basis.

ADDITIONAL INFORMATION

Since the Company is not into any manufacturing activities at present, particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration prescribed under the provisions of Section 217(2A) and rules framed there under.

LISTING FEES

Your Company is listed on Calcutta, Bombay and Delhi Stock Exchanges and listing fees of the exchanges for the year 2013-14 have been paid.

ACKNOWLEDGEMENT

Your Directors record their appreciation of assistance and co-operation extended to the Company by the bankers and other authorities. Your Directors are also thankful to all the employees for their co- operation and devoted efforts.

P. K. DAGA

Regd. Office : Y K DAGA

16, Hare Street, M. K. AGARWAL

Kolkata - 700 001 D. P. BIRLA

Dated : 30th May, 2013 Directors

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Mar 31, 2012

The Directors are pleased to present the Annual Report along with the Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

Particulars (Rs.)

Profit/(Loss) before Tax 8,088,900

Tax 1,541,300

Profit after Tax 6,547,600

Balance brought forward from previous year (19,478,141)

Balance Carried Forward (12,930,541)

DIVIDEND

In view of accumulated losses, your Directors regret their inability to recommend any dividend.

DIRECTORS

Shri Manoj Kumar Agarwal retires at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS AND AUDITORS' REPORT

The retiring auditors M/s Lodha & Co., Chartered Accountants, Kolkata retire at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

The notes appended to the accounts and referred to in the Auditors' Report are self-explanatory and therefore, do not call for any further comments or explanations.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS REPORT

A report on Corporate Governance and Management Discussion and Analysis as per Clause 49 of the Listing Agreement with Stock Exchange is attached to the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm :

1. That in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit/(Loss) of the Company for that period.

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

4. That the Directors have prepared the annual accounts on a going concern basis.

ADDITIONAL INFORMATION

Since the Company is not into any manufacturing activities at present, particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration prescribed under the provisions of Section 217(2A) and rules framed there under.

ACKNOWLEDGEMENT

Your Directors record their appreciation of assistance and co-operation extended to the Company by the bankers and other authorities. Your Directors are also thankful to all the employees for their co-operation and devoted efforts.

Regd. Office : P. K. DAGA

16, Hare Street, D. P. BIRLA

Kolkata - 700 001 M. K. AGARWAL

Dated : 29th May, 2012 Directors