Directors Report of The Peria Karamalai Tea & Produce Company Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 112th
Annual Report for the year ended 31st March 2025.

1. FINANCIAL RESULTS

The brief summary of the financial performance of the
Company for the year under review along with the
comparative figures for the previous year is summarized
herein below:

Particulars	2024-25	2023-24
Profit / (Loss) before interest, depreciation and tax	561.06	1204.52
Less: Interest	251.73	215.67
Profit/(Loss) before depreciation	309.33	988.85
Less: Depreciation	259.80	338.05
Profit/(Loss) before Tax	49.53	650.80
Less: Tax expenses	25.42	117.21
Profit/(Loss) after tax	24.11	533.59
Other Comprehensive Income	2082.15	435.04
Total Comprehensive Income	2106.26	968.63
Appropriations
Profit/(Loss) after tax	24.11	533.59
Add: Balance brought forward from previous year	5663.43	5145.31
Profit available for appropriation	5687.54	5678.90
Less: Dividend	30.96	15.48
Balance carried forward to the Balance Sheet	5656.58	5663.43
Earning per equity share:
Basic	0.78	17.24
Diluted	0.78	17.24

The financial statements for the year ended 31st
March, 2025 have been prepared in accordance with
the Indian Accounting Standards (IND AS) notified
under Section 133 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014.

2. Operations
Production

During the financial year 2024-25, your Company
produced 25,58,307 kg of made tea as against
28,16,540 kg of made tea produced in 2023-24.

Price & Sales

Your company''s tea realized average price of
Rs.147.08 Per kg as against Rs. 120.32 per Kg
realized in last year. During the year, the Company
has made a total sale of tea of Rs. 41.58 Crore
compared to Rs 38.08 Crore in last year.

Wind Power Generation

During the year under review, the Wind Mills
generated 7,69,450 Units as against 19,93,320 Units
generated during the same period in last year.

Solar Power Generation

During the year under review, the Solar Power
generated 40,85,495 units as against 43,08,107 units
generated during the same period in last year.

3. Material Changes and Commitments, if any,
affecting the financial position of the Company

There are no material changes and commitments,
affecting the financial position of the Company that
have occurred between the end of the financial year
2024-25 and the date of the report.

4. Dividend

The Board of Directors is pleased to recommend a
dividend of Re 1/- per share (last year Re. 1/- per
share) for the year ended 31st March 2025 subject
to the approval of the shareholders at the ensuing
Annual General Meeting of the Company.

Pursuant to the Finance Act, 2020 read with the
Income-tax Act, 1961, the dividend paid or distributed
by a company shall be taxable in the hands of the
shareholders w.e.f. April 1, 2020. Accordingly, in
compliance with the said provisions, the Company
shall make the payment of dividend after necessary
deduction of tax at source at the prescribed rates.
For the prescribed rates for various categories, the

shareholders are requested to refer to the Finance
Act, 2020 and amendments thereof.

5. Transfer to Reserves

No amount has been transferred to the Reserves
during the financial year 2024-25.

6. Change in the nature of business

During the year under review, there were no changes
in the nature of the business of the Company.

7. Share Capital

During the year under review, the Authorized Share
Capital of the Company stands at Rs. 7,50,00,000/-
(Rupees Seven Crores Fifty Lacs Only) divided
into 75,00,000 (Seventy-Five Lacs) Equity Shares
of Rs. 10/- each and Issued, Subscribed and
Paid-up Share Capital of the Company stands at
Rs. 3,09,58,790/- (Rupees Three Crore Nine Lacs
Fifty- Eight Thousand Seven Hundred Ninety Only)
divided into 30,95,879 (Thirty Lacs Ninety -Five
Thousand Eight Hundred Seventy -Nine) Equity
Shares of Rs. 10/-each. During the year under
review, your company has neither issued and allotted
any fresh equity shares (including ESOP) nor has
granted any stock options and sweat equity shares.
Further, the Company has not issued any convertible
instrument and therefore, none of the Directors of
the Company hold any convertible instruments in
the Company.

8. Transfer of Shares and unclaimed dividend to
Investor Education and Protection Fund

Pursuant to the applicable provisions of the
Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules,
2016 (''the Rules'') as amended from time to time,
all unpaid or unclaimed dividends are required to be
transferred by the Company to the IEPF established
by the Government of India after the completion of
seven years. Further according to the Rules, the
shares on which dividend has not been paid or
claimed by the shareholders for seven consecutive
years or more shall also be transferred to the
demat account of the IEPF Authority. Accordingly,
the Company has transferred the unclaimed and
unpaid dividends of Rs 2,20,769/- for the financial
year 2016-17 to IEPF Authority during the financial
year 2024-25. Further 9403 Corresponding shares
were transferred to IEPF Authority as per the
requirement of the IEPF rules.

The members who have a claim on above dividends
and shares may claim the same by making an
online application to the IEPF Authority in the
prescribed Form No. IEPF-5 by following the
refund procedure as detailed on the website of
IEPF Authority http://www.iepf.gov.in/IEPF/refund.
html. List of shareholders whose dividend remained
unclaimed as on 31st March, 2025 is uploaded on
the website of the Company at www.periatea.com.

9. Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)
of the Act, and rules thereof, the draft Annual Return
for the year ended 31st March, 2025 is available on
the website of the Company and may be accessed at
the link: https://www.periatea.com/annual-return. The
final Annual Return shall be uploaded at the same
web link after the same is filed with the Registrar
of Companies/Ministry of Corporate Affairs (MCA).

10. Number of Meetings of the Board of Directors

The Board meets at regular intervals to discuss and
decide on Company''s business Policy and strategy
apart from other broad business. However, in case
of a special and urgent business need, the Board''s
approval is taken by passing resolution through
circulation, as permitted by law, which are confirmed
in the subsequent Board Meeting.

The notice of Board Meeting is given well in
advance to all the Directors. The Agenda of the
Board/ Committee Meetings is circulated at least
7 (seven) days prior to the date of the meeting as
per Section 173(3) of the Companies Act, 2013 read
with Secretarial Standard on meeting of the Board
of Directors (SS-1). The Agenda for the Board and
Committee Meetings includes detailed notes on the
items to be discussed at the meeting to enable the
Directors to take an informed decision.

The Board met 6 (six) times during the financial year
2024-25. The detailed information chart showing the
date of the meetings of the Board and its various
Committees as well as details of the Directors who
attended the meeting are given in the Corporate
Governance Report forming part of this Annual
Report.

11. Committees of the Board

During the financial year ended 31 March 2025, the
Company has 4 (four) committees as mentioned
below:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of the Committees along with their charters,
composition and meetings held during the year are
given in the Corporate Governance Report forming
a part of this Annual Report.

12. Public Deposits

During the financial year 2024-25, the Company has
not accepted any deposits from the public covered
under section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules,
2014.

13. Listing

Your Company''s shares are continued to be listed
on National Stock Exchange of India Limited. The
Company has paid the Annual Listing Fees to the
Stock Exchange for FY 2025-26.

14. Directors'' Responsibility Statement

In terms of the provisions of Section 134(3)(c) and
134(5) of the Companies Act, 2013, your Director''s
confirm that:

a. in the preparation of the annual accounts for
the financial year ended 31st March 2025,
the applicable accounting standards had been
followed along with proper explanation relating
to material departures, if any;

b. the directors 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 at the end of the
financial year and of the profit of the company
for that period;

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

d. the directors had prepared the annual accounts
on a going concern basis;

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

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

15. Fraud Reporting

There have been no instances of frauds identified or
reported by the statutory auditors during the course of
their audit pursuant to sub-section 12 of section 143
of the Companies Act, 2013 and the Rules framed
thereunder (amended from time to time) either to
the Company or to the Central Government during
the year under preview.

16. Declaration by Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies
Act, 2013 read with Regulations 16 and 25 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. During the financial year 2024¬
25, all Independent Directors of the Company have
registered themselves with the Independent Directors
Databank.

In the opinion of the Board, all the Independent
Directors fulfils the conditions specified in the Act
with regard to integrity, expertise, and experience
(including the proficiency) of the Independent Director
and are independent of the management.

17. Company''s Policy relating to Directors
appointment, payment of remuneration and
other matters provided under Section 178 (3) of
the Companies Act, 2013

The Board on the recommendation of the
Nomination and Remuneration Committee framed
a policy for the selection, appointment, fixing and
revising remuneration of Directors, Key Managerial
Personnel, Senior Management Personnel and
employees of the Company and other matters
as required under 178(3) of the Companies Act,
2013 and Regulation 19 read with Part D of
Schedule II of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 .
The Nomination and Remuneration Policy of the
Company is annexed herewith as Annexure A and
can also be accessed on the Company''s website
at the link https://www.periatea.com/policies-and-
code-of-conduct.

18. Particulars of loans, guarantees or investments
made under Section 186 of the Companies Act,
2013

The loan, guarantee given and investment made
by the Company during the financial year ended
March 31, 2025 are within the limits prescribed under
Section 186 of the Companies Act, 2013. Further,
the details of loan, guarantee given and investment
made pursuant to Section 186 of the Companies
Act, 2013 have been given in the note no 32 to the
financial statements.

19. Particulars of contracts or arrangements with
related parties

During the year under review, all transactions with
related parties during the financial year 2024-25
were in the ordinary course of business and on
arm''s length basis and were reviewed by the Audit
Committee of the Board. Further, during the financial
year, the Company has not entered into any contract/
arrangement/ transaction with related parties which
could be considered material in accordance with
the Company''s policy of Materiality of Related Party
Transactions. Hence, no transaction is reported
in Form No. AOC-2 in terms of Section 134 of
the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014.

The policy on related party transactions as approved
by the Board of Directors has been uploaded on
the Company''s website at its weblink https://www.
periatea.com/policies-and-code-of-conduct.

Further, as required by Schedule V of SEBI (LODR)
Regulations, 2015, disclosures of transactions
with any person or entity belonging to the
promoter/promoter group which hold(s) 10% or
more shareholding in the Company in the format
prescribed in the relevant Accounting Standards,
has been made in the relevant Notes to the
Financial Statements.

20. Conservation of energy, technology absorption,
foreign exchange earnings and outgo

The information on conservation of energy,
technology absorption, foreign exchange earnings
and outgo stipulated under Section 134(3)(m) of
the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is annexed
herewith as Annexure B.

21. Risk Management

The Company has in place mechanism to identify,
assess, monitor and mitigate various risks that may
impact key business objectives of the Company and
to ensure that all the current and future material risk
exposures of the Company are identified, assessed,
quantified, appropriately mitigated and managed,
to establish a framework for the company''s risk
management process and to ensure company wise
implementation to ensure systematic and uniform
assessment of risks and to enable compliance with
appropriate regulations, wherever applicable, through
the adoption of best practices and to assure business
growth with financial stability.

Major risks identified by the businesses and functions
are systematically addressed through mitigating
actions on a continuous basis. These are discussed
at the meetings of the Audit Committee and the
Board of Directors of the Company. The Company''s
internal control systems are commensurate with the
nature of its business and the size and complexity
of its operations. These are routinely tested and
certified by Statutory and Internal Auditors. Significant
audit observations and follow up actions thereon are
reported to the Audit Committee.

22. Board Evaluation

Pursuant to the applicable provisions of the
Companies Act, 2013, SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
and Guidance Notes issued by SEBI in this regard,
the Nomination and Remuneration Committee has
formulated criteria for evaluation of the performance
of the Board of Directors, its committees, Independent
Directors, Non-Independent Directors, Chairman,
CEO and the Managing Directors. Based on those
criteria, performance evaluation has been done.

A structured questionnaire was prepared and
circulated after taking into consideration inputs
received from the Directors, covering various aspects
of the Board''s functioning such as adequacy of
the composition of the Board and its Committees,
Board culture, execution and performance of specific
duties, obligations, ethics and compliances, financial
reporting process and monitoring activities.

Performance parameters for the Board as a collective
body included parameters like qualification and
diversity of Board members, method and criteria
for selection of independent directors to ensure
independence, availability, appropriateness, clarity
of understanding on risk scenarios faced by the

Company, existence, sufficiency and appropriateness
of policy on dealing with potential conflicts of
interest, involvement of Board members in long-term
strategic planning etc. Based on these criteria, the
performance of the Board, various Board Committees,
Chairman, CEO, Managing Director and Individual
Directors (including Independent Directors) was found
to be satisfactory.

Independent Directors have reviewed the performance
of Board, Non- Independent Director and Chairman in
their separately held meeting without the participation
of other Non-Independent Directors and members of
management. Based on their review, the Independent
Directors hold a unanimous opinion that the Non¬
Independent Directors, including the Chairman to
the Board are experts with sufficient knowledge in
their respective field of activities.

23. Directors and Key Managerial Personnel

a. Details of Directors retiring by rotation

Mr. Lakshmi Niwas Bangur (DIN: 00012617),
Director of the Company retires by rotation at
the ensuing Annual General Meeting and being
eligible offers himself for re-appointment. Brief
profile of Mr. Lakshmi Niwas Bangur, who is
to be re-appointed is furnished in the notice
of the ensuing Annual General Meeting as per
Regulation 36(3) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015 and Secretarial Standards 2. The Board
of Directors of your Company recommends the
re-appointment of Mr. Lakshmi Niwas Bangur at
the ensuing Annual General Meeting.

b. Appointment / Reappointment/Cessation of
Directors / Key Managerial Personnel

1. Mr. K. Ashokan resigned from the position
of Chief Financial Officer (CFO) and Key
Managerial Personnel (KMP) of the Company
with effect from June 16, 2024. The vacancy
arising from his resignation was duly filled by
the appointment of Mr. Sreenivasan as Chief
Financial Officer and Key Managerial Personnel
of the Company with effect from July 22, 2024.
The said appointment was made by the Board
of Directors in compliance with the provisions of
the Companies Act, 2013 and other applicable
laws.

2. The Board of Directors, based on the
recommendation of the Nomination and
Remuneration Committee, have appointed

Mr. Amitav Kothari (DIN: 01097705) and
Mr. Rajiv Kapasi (DIN: 02208714) as
Non-Executive Independent Directors of the
Company for a term of five (5) consecutive
years with effect from September 20, 2024. The
said appointments were subsequently approved
by the shareholders through Postal Ballot, the
results of which were declared on December
13, 2024, being the last date fixed for e-voting
by the Company.

3. Mr. Harischandra Maneklal Parekh (DIN:
00026530), Mr. Pudugramam Ramachandran
Ramakrishnan (DIN: 02715749), and Mr.
Narasimhan Swaminathan (DIN: 02743671),
Independent Non-Executive Directors of the
Company, completed their second (2nd) and final
term as Independent Directors in accordance with
the applicable provisions of the Companies Act,
2013, and the rules made thereunder, as well
as the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
from time to time. Accordingly, they ceased to
be Directors of the Company with effect from
September 22, 2024. The Board of Directors
and the Management of the Company expressed
deep appreciation and gratitude to them for their
extensive contribution and stewardship.

4. Mr. Shreeyash Bangur resigned from the post of
Director and Key Managerial Personnel (Deputy
Managing Director) of the Company with effect
from closing business hours on March 31, 2025.
The Board of Directors and the Management of
the Company expressed deep appreciation and
gratitude to him for his extensive contribution
and stewardship.

All the Directors have confirmed that they are not
disqualified from being appointed as Directors in
terms of Section 164(2) of the Companies Act, 2013.

Apart from the aforesaid appointment/ reappointment/
cessation, there were no other changes in Board
and KMPs.

24. Reports on the performance and financial position
of each of the subsidiaries, Associates and Joint
Venture Companies included in the Consolidated
Financial Statements

During the Financial Year 2024-25, the Company did
not have any Subsidiary, Associate or Joint Venture
Company.

25. Details of significant and material orders passed
by the Regulators or Courts or Tribunals

During the year under review, no significant and
material order passed by the Regulators or Courts
or Tribunals impacting the going concern status and
Company''s operation in future.

26. Adequacy of Internal Financial Controls with
reference to the financial statements

The Company is having adequate internal financial
control which is commensurate with the nature of
its size and business. 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. The
Internal Financial Control systems of the Company
are monitored and evaluated and reviewed by the
Audit Committee. Further, the Board confirms the
following:

1. Systems have been laid to ensure that all
transactions are executed in accordance with
management''s general and specific authorization.
There are well laid manuals for such general or
specific authorization.

2. Systems and procedures exist to ensure that
all transactions are recorded as is necessary
to permit preparation of financial statements in
conformity with generally accepted accounting
principles or any other criteria applicable to such
statements, and to maintain accountability for
aspects and the timely preparation of reliable
financial information.

3. Access to assets is permitted only in accordance
with management''s general and specific
authorization. No assets of the Company are
allowed to be used for personal purposes,
except in accordance with terms of employment
or except as specifically permitted.

4. The existing assets of the Company are verified/
checked at reasonable intervals and appropriate
action is taken with respect to any differences,
if any.

5. Proper systems are in place for prevention and
detection of frauds and errors and for ensuring
adherence to the Company''s policies.

Based on the above, your Board is of the view
that adequate internal financial controls exist in

the Company. Further, the certificate from Chief
Executive Officer and Chief Financial Officer, in
terms of Regulation 17(8) of the SEBI (Listing
Obligations & Disclosure Requirements), Regulations
2015, provided in this Annual Report, also certifies
the adequacy of our Internal Control systems and
procedures.

27. Statutory Auditors

In compliance with Section 139 of the Companies
Act, 2013 read with Rules made thereunder,
M/s Jayaraman & Krishna., Chartered Accountants
(FRN: 011185S) have been appointed as the
Statutory Auditors of the Company for a period
of 5 (five) years from the conclusion of the 108th
Annual General Meeting till the conclusion of the
113th Annual General Meeting to be held in the
calendar year 2026.

28. Secretarial Auditors

Pursuant to the provisions of Section 204 of
the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors
of the Company has appointed M/s Vinod Kothari
& Company, Practising Company Secretaries to
undertake the Secretarial Audit of the Company
for the Financial Year 2024-25. The report of the
Secretarial Auditors for the said year is annexed
herewith as Annexure C which is self-explanatory.
The said report does not contain any qualifications,
reservations or adverse remark.

29. Internal Auditors

During the year under review, the Board of Directors,
based on the recommendation of the Audit Committee
at its meeting held on July 22, 2024, had approved
the appointment of M/s. Kumbhat & Co., Chartered
Accountants, Chennai, as Internal Auditors of the
Company for the financial year 2024-25. However,
due to internal and logistical constraints, M/s.
Kumbhat & Co. resigned from the position with effect
from September 2, 2024.

To fill the vacancy, M/s. Jha Yadav & Co., Chartered
Accountants, Kolkata (Firm Registration No.
327725E), were appointed as the Internal Auditors of
the Company for the financial year 2024-25 by the
Board of Directors, on the recommendation of Audit
Committee, at the meeting held on September 20,
2024, in accordance with the provisions of Section
138 of the Companies Act, 2013 read with Rule 13
of the Companies (Accounts) Rules, 2014.

Further, the Audit Committee considers and reviews
the Internal Audit Report submitted by the Internal
Auditor on a quarterly basis.

30. Auditors'' Report

The notes on financial statements referred to in the
Auditors Report are self- explanatory and do not
call for any further comments. The Auditors Report
does not contain any qualifications, reservations or
adverse remarks.

31. Industrial Relations

The relation between management and labour was
cordial during the year.

32. Particulars of employees

Disclosure pursuant to Section 197 (12) of the
Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is marked as
Annexure D which is annexed hereto and forms a
part of the Board Report.

33. Disclosures under Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company has in place a policy on Sexual
Harassment of Women at workplace in line with the
requirements of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013. An Internal Complaint Committee has been
set up to redress complaints received. All employees
(permanent, contractual, temporary, trainees) are
covered under this policy. The Committee has not
received any complaint from any employee during
the financial year 2024-25.

34. Whistle Blower Policy/Vigil Mechanism

The Board of Directors of the Company has
established a Vigil Mechanism for Internal and
External Stakeholders, including individual employees,
directors and their representative bodies and adopted
the Whistle Blower Policy in terms of Section 177(9)
and (10) of the Companies Act, 2013 and rules
thereof and Regulation 22 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 to
report concerns about unethical behavior, wrongful
conduct and violation of Company''s Code of conduct
or ethics policy. The details of which have been given

in the Corporate Governance Report annexed to this
Report and also posted on the Company''s website
and can be accessed at the weblink https://www.
periatea.com/policies-and-code-of-conduct.

35. Corporate Social Responsibility (CSR)

The Board has constituted a Corporate Social
Responsibility Committee in accordance with section
135 of the Companies Act, 2013. The Annual Report
on CSR activities including the details about the
development of CSR Policy and initiatives taken by
the Company on Corporate Social Responsibility
during the year, as required by the Companies
(Corporate Social Responsibility Policy) Rules,
2014 is given in the Annexure E to this report.
The Corporate Social Responsibility Policy has been
posted on the website of the Company and can
be accessed at the link https://www.periatea.com/
policies-and-code-of-conduct.

The Company, along with other Group Companies,
has set up a Registered Public Charitable Trust
named as LNB Group Foundation as implementing
agency of the Company to carry out CSR activities
fall within the purview of Schedule VII of the Act read
with the Companies (Corporate Social Responsibility
Policy) Rules 2014.

36. Management Discussion and Analysis Report

The Management''s Discussion and Analysis Report
for the year under review, as stipulated under
Regulation 34(2)(e) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read
with Schedule V forms part of the Annual Report.

37. Corporate Governance

Your Company is committed to observe Good
Corporate Governance practices. The report on
Corporate Governance for the financial year ended
March 31, 2025, as per Regulation 34(3) read with
Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 forms
part of this Annual Report and annexed to this Report.
The requisite certificate from Statutory Auditors
M/s. Jayaraman & Krishna, Chartered Accountants
confirming compliance with the conditions of
corporate governance is attached to this Annual
Report.

38. Certificate from CEO/CFO

The CEO/CFO certification pursuant to Regulation
17(8) read with Schedule II of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 for
the year under review forms part of this Annual
Report.

39. Annual Secretarial Audit under Listing Regulations

Pursuant to Regulation 24A of the Listing Regulations
read with relevant circulars issued by SEBI and / or
Stock Exchanges, an Annual Secretarial Compliance
Report confirming compliance of all applicable
SEBI Regulations, Circulars and Guidelines by the
Company was issued by appointed M/s Vinod Kothari
& Company, Practicing Company Secretaries and
was filed with the Stock Exchange.

40. Code for prevention of Insider Trading

The Company has adopted a Code of Conduct for
prevention of Insider Trading and Code of Practices
and Procedures for fair disclosure of Unpublished
Price Sensitive Information'' (UPSI) as prescribed in
SEBI (Prohibition of Insider Trading) Regulations,
2015.

The Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information
is available on the website of the Company can be
accessed at the https://www.periatea.com/policies-
and-code-of-conduct.

41. Secretarial Standard

The Company has complied with all applicable
Secretarial Standards during the year under review.

42. Maintenance of Cost records as specified by
the Central Government under sub-section (1)
of section 148 of the Companies Act, 2013

The Company has maintained cost records as
specified by the Central Government under sub¬
section (1) of section 148 of the Companies Act,
2013.

43. Details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the year alongwith
their status as at the end of the financial year.

During the year under review, no application has
been made and no proceedings are pending under
Insolvency and Bankruptcy Code, 2016 (31 of 2016).

44. Details of difference between amount of the
valuation done at the time of one time settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with
the reasons thereof.

During the under review, there was no one time
settlement with Banks or Financial Institutions
therefore, there is no instance of difference between
amount of valuation done at the time of one time
settlement and the valuation done while taking loan
from the bank.

45. Acknowledgements

The Board expresses their gratitude to the
shareholders, customers, vendors, financial
institutions and banks for the support extended by
them. The Board also appreciates the hard work
and commitment of the employees of the Company
at all levels during the year.

For and on behalf of the Board

Lakshmi Niwas Bangur

Kolkata Chairman

26th May, 2025. (DIN: 00012617)

---

Mar 31, 2024

Your Directors have pleasure in presenting the 111th Annual Report for the year ended 31st March 2024.

1.	FINANCIAL RESULTS	(Rs.	in lakhs)
	Particulars	2023-24	2022-23
	Profit / (Loss) before interest, depreciation and tax	1204.52	190.67
	Less: Interest	215.67	196.96
	Profit/(Loss) before depreciation	988.85	(6.29)
	Less: Depreciation	338.05	309.46
	Profit/(Loss) before Tax	650.80	(315.75)
	Less: Tax expenses	117.21	19.87
	Profit/(Loss) after tax	533.59	(335.62)
	Other Comprehensive Income	435.04	(16.92)
	Total Comprehensive Income	968.63	(352.54)
	Appropriations
	Profit/(Loss) after tax	533.59	(335.62)
	Add: Balance brought forward from previous year	5145.30	5514.62
	Profit available for appropriation	5678.89	5179.00
	Less: Dividend	(15.48)	(30.96)
	Less: Transitional provision IND AS 12 - Income taxes Lease	—	(2.74)
	Balance carried forward to the Balance Sheet	5663.41	5145.30
	Earning per equity share:
	Basic	17.24	(10.84)
	Diluted	17.24	(10.84)

The financial statements for the year ended 31st March, 2024 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

2. Operations

Production

During the financial year 2023-24, your Company produced 28,16,540 kg of made tea as against 27,28,148 kg of made tea produced in 2022-23.

Price & Sales

Your company''s tea realized average price of Rs.120.32 Per kg as against Rs.132.89 per Kg realized in last year. During the year, the Company has made a total sales realisation of Rs. 3,808 lakhs compared to Rs.4,415 lakhs in last year.

Wind Power Generation

During the year under review, the Wind Mills generated 19,93,320 Units as against 21,64,752 Units during the same period in last year.

Solar Power Generation

During the year under review, the Solar Power generated 43,08,107 units as against 40,07,376 units during the same period in last year.

3. Material Changes and Commitments, if any, affecting the financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year 2023-24 and the date of the report.

4. Dividend

The Board of Directors is pleased to recommend a dividend of Re 1/- per share (last year Re.0.50/- per share) for the year ended 31st March 2024 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020. Accordingly, in compliance with the said provisions, the Company shall make the payment of dividend after necessary deduction of tax at source at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.

5. Transfer to Reserves

No amount has been transferred to the Reserves during the financial year 2023-24.

6. Change in the nature of business

During the year under review, there were no changes in the nature of the business of the Company as well as its subsidiaries.

7. Share Capital

During the year under review, the Authorized Share Capital of the Company stands at Rs. 7,50,00,000/-(Rupees Seven Crores Fifty Lacs Only) divided into 75,00,000 (Seventy-Five Lacs) Equity Shares of Rs. 10/- each and Issued, Subscribed and Paid-up Share Capital of the Company stands at Rs. 3,09,58,790/- (Rupees Three Crore Nine Lacs Fifty Eight Thousand Seven Hundred Ninety Only) divided into 30,95,879 (Thirty Lacs Ninety Five Thousand Eight Hundred Seventy Nine) Equity Shares of Rs. 10/-each. During the year under review, your company has neither issued and allotted any fresh equity shares (including ESOP) nor has granted any stock options and sweat equity shares. None of the Directors of the Company hold any instruments convertible into equity shares of the Company.

8. Transfer of Shares and unclaimed dividend to Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules'') as amended from time to time, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 1,42,834/- for the financial year 2015-16 to IEPF Authority during the financial year 2023-24. Further 7351 Corresponding shares were transferred to IEPF Authority as per the requirement of the IEPF rules.

The members who have a claim on above dividends and shares may claim the same by making an online application to the IEPF Authority in the prescribed Form No. IEPF-5 by following the refund procedure as detailed on the website of IEPF Authority http://www.iepf.gov.in/IEPF/refund. html. No claims shall lie against the Company in respect of the dividend / shares so transferred.

List of shareholders whose dividend remained unclaimed as on 31st March, 2024 is uploaded on the website of the Company at www.periatea. com.

9. Annual Return

Pursuant to Section 92(3) read with Section 134(3) of the Act, the draft Annual Return for the year ended 31st March, 2024 is available on the website of the Company and may be accessed at the link: https:// www.periatea.com/investors

The final Annual Return shall be uploaded at the same link after the same is filed with the Registrar of Companies/Ministry of Corporate Affairs (MCA).

10. Number of Meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on Company''s business Policy and strategy apart from other broad business. However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board Meeting.

The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board/ Committee Meetings is circulated at least 7 (seven) days prior to the date of the meeting as per Section 173(3) of the Companies Act, 2013 read with Secretarial Standard on meeting of the Board of Directors (SS-1). The Agenda for the Board and Committee Meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met six (6) times during the financial year 2023-24. The detailed information chart showing the date of the meetings of the Board and its various Committees as well as details of the Directors who attended the meeting are given in the Corporate Governance Report forming part of this Annual Report.

11. Committees of the Board

During the financial year ended 31 March 2024, the Company has 4 (four) committees as mentioned below:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of the Committees along with their charters, composition and meetings held during the year are given in the Corporate Governance Report forming a part of this Annual Report.

12. Public Deposits

During the financial year 2023-24, the Company has not accepted any deposits from the public covered under section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

13. Listing

Your Company''s shares are continued to be listed on National Stock Exchange of India Limited. The Company has paid the Annual Listing Fees to the Stock Exchange for FY 2024-25.

14. Directors'' Responsibility Statement

In terms of provision of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Director''s confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. the directors 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 at the end of the financial year and of the profit of the company for that period;

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

d. the directors had prepared the annual accounts on a going concern basis;

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

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

15. Fraud Reporting

There have been no instances of frauds identified or reported by the statutory auditors during the course of their audit pursuant to sub-section 12 of section 143 of the Companies Act, 2013 (amended from time to time) to the Central Government.

16. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year 202324, all Independent Directors of the Company have registered themselves with the Independent Directors Databank.

In the opinion of the Board, all the Independent Directors fulfils the conditions specified in the Act with regard to integrity, expertise, and experience (including the proficiency) of the Independent Director and are independent of the management.

17. Company''s Policy relating to Directors appointment, payment of remuneration and other matters provided under Section 178 (3) of the Companies Act, 2013

The Board on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection, appointment, fixing and revising remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and employees of the Company. The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure A and can also be accessed on the Company''s website at the link https://www.periatea.com/investors.

18. Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

The loan, guarantee given and investment made by the Company during the financial year ended March 31, 2024 are within the limits prescribed under Section 186 of the Companies Act, 2013. Further, the details of loan, guarantee given and investment made pursuant to Section 186 of the Companies Act, 2013 have been given in the note no 31 to the financial statements.

19. Particulars of contracts or arrangements with related parties

During the year under review, all transactions with related parties during the financial year 2023-24 were in the ordinary course of business and on arm''s length basis and were reviewed by the Audit Committee of the Board. Further, during the financial year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Company''s policy of Materiality of Related Party Transactions. Hence, no transaction is reported in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the Company''s website at its weblink https://www. periatea.com/wp-content/uploads/2024/05/Policy%20 on%20Related%20Party%20Transaction.pdf.

Further, as required by Schedule V of SEBI (LODR) Regulations, 2015, disclosures of transactions with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company in the format prescribed in the relevant Accounting Standards, has been made in the relevant Notes to the Financial Statements.

20. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure B.

21. Risk Management

The Company has in place mechanism to identify, assess, monitor and mitigate various risks that may impact key business objectives of the Company and to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated and managed, to establish a framework for the company''s risk management process and to ensure company wise implementation to ensure systematic and uniform assessment of risks and to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and to assure business growth with financial stability.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory and Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

22. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Notes issued by SEBI in this regard, the Nomination and Remuneration Committee has formulated criteria for evaluation of the performance of the Board of Directors, its committees, Independent Directors, Non-Independent Directors, Chairman, CEO and the Managing Directors. Based on those criteria, performance evaluation has been done.

A structured questionnaire was prepared and circulated after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, ethics and compliances, financial reporting process and monitoring activities.

Performance parameters for the Board as a collective body included parameters like qualification and diversity of Board members, method and criteria for selection of independent directors to ensure independence, availability, appropriateness, clarity of understanding on risk scenarios faced by the Company, existence, sufficiency and appropriateness of policy on dealing with potential conflicts of interest, involvement of Board members in long -term strategic planning etc. Based on these criteria, the performance of the Board, various Board Committees, Chairman, CEO, Managing Director and Individual Directors (including Independent Directors) was found to be satisfactory.

Independent Directors have reviewed the performance of Board, Non- Independent Director and Chairman in their separately held meeting without the participation of other Non-Independent Directors and members of management. Based on their review, the Independent Directors, hold a unanimous opinion that the

Non-Independent Directors, including the Chairman

to the Board are experts with sufficient knowledge

in their respective field of activities.

23. Directors and Key Managerial Personnel

a. Details of Directors retiring by rotation

Mrs. Alka Devi Bangur (DIN:00012894), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Brief profile of Mrs. Alka Devi Bangur, who is to be re-appointed is furnished in the notice of the ensuing Annual General Meeting as per Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2. The Board of Directors of your Company recommends the re-appointment of Mrs. Alka Devi Bangur at the ensuing Annual General Meeting.

Mr. Harischandra Maneklal Parekh (DIN 00026530), Mr. Narasimhan Swaminathan (DIN: 02743671) and Mr. Pudugramam Ramachandran Ramakrishnan (DIN: 02715749) were re-appointed as an Independent NonExecutive Director of the Company by the Members at the 106th Annual General Meeting of the Company held on 9th September, 2019 for second term of five consecutive years with effect from 22nd September, 2019. Their tenure as Independent Non- Executive Directors is expiring on 21st September, 2024. To ensure the proper constitution of the Board, the company require to induct new Independent Non-Executive Directors on the Board of the Company to ensure the Compliance of provision of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015.

b. Appointment / Reappointment of Directors / Key Managerial Personnel

During the year under review, the Board of Directors has re-appointed Mr. Ashok Kumar Bhargava (DIN: 00640248) as a Non-Executive Independent Director of the Company for a second term of 5 (five) consecutive years w.e.f. 8th May, 2023 and the same was approved by the requisite majority of the shareholders on 21st May, 2023 by way of Postal Ballot being the last date fixed for evoting by the Company.

During the year under review, Mrs. Alka Devi Bangur (DIN: 00012894) and Mr. Shreeyash Bangur (DIN: 00012825) have been re-appointed

as Managing Director and Deputy Managing Director of the Company for a period of 3 (three) years with effect from 17th September, 2023 and 5th November, 2023 respectively which was approved by the shareholders of the Company at the 110th Annual General Meeting of the Company held on 26th September, 2023.

There is no change in Key Managerial Personnel (KMP) of the Company during the Year under review.

All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Companies Act, 2013.

Apart from the aforesaid appointment/ reappointment, there were no other changes in Board and KMPs.

24. Reports on the performance and financial position of each of the subsidiaries, Associates and Joint Venture Companies included in the Consolidated Financial Statements

The Company had two subsidiaries namely PKT Plantations Ltd and Shivphal Vinimay Private Limited.

During the year under review, the Company has disposed entire holding in PKT Plantations Limited and Shivphal Vinimay Private Limited to Maharaja Shree Umaid Mills Limited., a group company. None of the Subsidiaries were material subsidiary of the Company.

Consequently, upon completion of the said sale/ transfer of both the subsidiaries i.e. M/s PKT Plantations Limited and M/s Shivphal Vinimay Private Limited ceased to be wholly owned subsidiary of The Peria Karamalai Tea and Produce Co Ltd with effect from 15th November, 2023.

Policy for determining ‘Material'' Subsidiaries

The Company has adopted a Policy on Material Subsidiaries as approved by the Board. It has been posted on the website of the Company and can be accessed at the link: https://www.periatea.com/ investors.

There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the year under review till 14th November, 2023.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statements of the Company consolidating the financial statements of its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is also attached to the Consolidated Financial Statement and forms part of the Annual Report. Further, the contribution of these subsidiaries to the overall performance of the Company is provided under the Notes to the Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary company or companies may write to the Company Secretary at the Company''s registered office.

During the Financial Year 2023-24, the Company has no associate or Joint Venture Company.

25. Details of significant and material orders passed by the Regulators or Courts or Tribunals

During the year under review, no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operation in future.

26. Adequacy of Internal Financial Controls with reference to the financial statements

The Company is having adequate internal financial control which is commensurate with the nature of its size and business. 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. The Internal Financial Control systems of the Company are monitored and evaluated and reviewed by the Audit Committee.

Your Board confirms the following:

1. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as is necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

Based on the above, your Board is of the view that adequate internal financial controls exist in the Company. Further, the certificate from Chief Executive Officer and Chief Financial Officer, in terms of Regulation 17(8) of the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, provided in this Annual Report, also certifies the adequacy of our Internal Control systems and procedures.

27. Statutory Auditors

M/s Jayaraman & Krishna., Chartered Accountants (FRN: 011185S) have been appointed as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the 108th Annual General Meeting till the conclusion of the 113th Annual General Meeting to be held in the calendar year 2026.

28. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Vinod Kothari & Company, Practising Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The report of the Secretarial Auditors for the said year is annexed

herewith as Annexure C which is self-explanatory. The said report does not contain any qualifications, reservations or adverse remark. The said report does not contain any qualifications, reservations or adverse remark.

29. Internal Auditors

Pursuant to the provision of section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 M/s Kumbhat & Co, Chartered Accountant, Chennai has conducted Internal Audit of the Company for the Financial Year 2023-24. Further, the Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

30. Auditors'' Report

The notes on financial statements referred to in the Auditors Report are self- explanatory and do not call for any further comments. The Auditors Report does not contain any qualifications, reservations or adverse remarks.

31. Industrial Relations

The relation between management and labour was cordial during the year.

32. Particulars of employees

Disclosure pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as Annexure D which is annexed hereto and forms a part of the Board Report.

Further, in accordance with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees in the Company drawing remuneration in excess of the limits set out in the said rules.

33. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy on Sexual Harassment of Women at workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Committee has not received any compliant from any employee during the financial year 2023-24.

34. Whistle Blower Policy/Vigil Mechanism

The Board of Directors of the Company has established a Vigil Mechanism for Internal and External Stakeholders, including individual employees, directors and their representative bodies and adopted the Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report concerns about unethical behavior, wrongful conduct and violation of Company''s Code of conduct or ethics policy. The details of which have been given in the Corporate Governance Report annexed to the Annual Report and also posted on the Company''s website and can be accessed at the link https://www.periatea.com/ investors.

35. Corporate Social Responsibility (CSR)

The Board has constituted a Corporate Social Responsibility Committee in accordance with section 135 of the Companies Act, 2013. The Annual Report on CSR activities including the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in the Annexure E to this report. The Corporate Social Responsibility Policy has been posted on the website of the Company and can be accessed at the link https://www.periatea.com/ investors.

The Company, along with other Group Companies, has set up a Registered Public Charitable Trust named as LNB Group Foundation as implementing agency of the Company to carry out CSR activities fall within the purview of Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014.

36. Management Discussion and Analysis Report

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

37. Corporate Governance

Your Company is committed to observe Good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31, 2024, as per Regulation 34(3) read

with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report and annexed to this Report. The requisite certificate received from Statutory Auditors M/s. Jayaraman & Krishna, Chartered Accountants confirming compliance with the conditions of corporate governance is attached to this Annual Report.

38. Certificate from CEO/CFO

The CEO/CFO certification pursuant to Regulation 17(8) read with Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year under review forms part of this Annual Report.

39. Annual Secretarial Audit under Listing Regulations

Pursuant to Regulation 24A of the Listing Regulations read with relevant circulars issued by SEBI and / or Stock Exchanges, an Annual Secretarial Compliance Report confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by appointed M/s Vinod Kothari & Company, Practicing Company Secretaries and was filed with the Stock Exchange.

40. Code for prevention of Insider Trading

The Company has adopted a Code of Conduct for prevention of Insider Trading and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information'' (UPSI) as prescribed in SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the Company can be accessed at the link https://www.periatea.com/ investors.

41. Secretarial Standard

The Company has complied with all applicable Secretarial Standards during the year under review.

42. Maintenance of Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

The Company has maintained cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

43. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

During the year under review, there were no application has been made and no proceedings is pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016).

44. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

During the year under review, there was no one time settlement with Banks or Financial Institutions therefore, there is no instance of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan form the bank.

45. Acknowledgements

The Board express their gratitude to the shareholders, customers, vendors, financial institutions and banks for the support extended by them. The Board also appreciation of the hard work and commitment of the employees of the Company at all levels during the year.

For and on behalf of the Board

Lakshmi Niwas Bangur

Kolkata Chairman

14th May, 2024. (DIN: 00012617)

---

Mar 31, 2023

Your Directors have pleasure in presenting the 110th Annual Report for the year ended 31st March 2023.

1. FINANCIAL RESULTS (Rs. in lakhs)

Particulars	2022-23	2021-22
Profit / (Loss) before interest, depreciation and tax	190.67	828.48
Less: Interest	196.96	333.40
Profit/(Loss) before depreciation	(6.29)	495.08
Less: Depreciation	309.46	377.36
Profit/(Loss) before Tax	(315.75)	117.72
Less: Tax expenses	19.87	68.00
Profit/(Loss) after tax	(335.62)	49.72
Other Comprehensive Income	(16.92)	499.34
Total Comprehensive Income	(352.54)	549.06
Appropriations
Profit/(Loss) after tax	(335.62)	49.72
Add: Balance brought forward from previous year	5514.61	5511.35
Profit available for appropriation	5179.00	5561.07
Less: Dividend including tax on dividend	(30.96)	(46.44)
Balance carried forward to the Balance Sheet	5148.04	5514.61
Earning per equity share:
Basic	(10.84)	1.61
Diluted	(10.84)	1.61

The financial statements for the year ended 31st March, 2023 have been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

2. Operations Production

During the financial year 2022-23, your Company produced 27,28,148 kg of made tea as against 24,87,837 kg of made tea produced in 2021-22.

Price & Sales

Your company''s tea realized average price of Rs 132.89/- per kg as against Rs.132.33/-per kg realized last year. During the year, the Company has made a total sales realization of Rs. 4415 lakhs compared to Rs. 3205 lakhs last year.

Wind Power Generation

During the year under review, the Wind Mills generated 21,64,752 units as against 20,74,266 units generated during the same period last year.

Solar Power Generation

During the year under review, the Solar Power generated 40,07,376 units as against 43,81,236 units generated during the same period last year

3. Material Changes and Commitments, if any, affecting the financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company that have occurred between the end of the financial year 2022-23 and the date of the report.

4. Dividend

The Board of Directors is pleased to recommend a dividend of Re 0.50/- per share (last year Re.1/- per share) for the year ended 31st March 2023 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company.

Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020. Accordingly, in compliance with the said provisions, the Company shall make the payment of dividend after necessary deduction of tax at source at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.

5. Transfer to Reserves

No amount has been transferred to the Reserves during the financial year 2022-23.

6. Change in the nature of business

During the year under review, there were no changes in the nature of the business of the Company as well as its subsidiaries.

7. Share Capital

The Paid up Equity Share Capital of the Company as at 31st March 2023 is Rs. 3,09,58,790/-. During the year under review, your company has neither issued and allotted any fresh equity shares (including ESOP) nor has granted any stock options and sweat equity shares. None of the Directors of the Company hold any instruments convertible into equity shares of the Company.

8. Transfer of Shares and unclaimed dividend to Investor Education and Protection Fund

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (''the Rules'') as amended from time to time, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 1,39,811/- for the financial year 2014-15 to IEPF Authority during the financial year 2022-23. Further 7623 Corresponding shares were transferred to IEPF Authority as per the requirement of the IEPF rules.

The members who have a claim on above dividends and shares may claim the same from IEPF Authority by submitting an online application in web Form No. IEPF-5 available on the website www.iepf.gov. in and sending a physical copy of the same, duly signed to the Company, along with requisite documents enumerated in the Form IEPF-5. No claims shall lie against the Company in respect of the dividend / shares so transferred.

9. Annual Return

Pursuant to Section 92(3) read with Section 134(3) of the Act, the draft Annual Return for the year ended 31st March, 2023 is available on the website of the Company at the weblink: https://www.periatea.com/ investors

The final Annual Return shall be uploaded at the same web link after the same is filed with the Registrar of Companies/Ministry of Corporate Affairs (MCA).

10. Number of Meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on Company''s business Policy and strategy apart from other broad business. However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board Meeting.

The notice of Board Meeting is given well in advance to all the Directors. The Agenda of the Board/ Committee Meetings is circulated at least 7 (seven) days prior to the date of the meeting as per Section 173(3) of the Companies Act, 2013 read with Secretarial Standard on meeting of the Board of Directors (SS-1). The Agenda for the Board and Committee Meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met four (4) times during the financial year 2022-23. The detailed information chart showing the date of the meetings of the Board and its various Committees as well as details of the Directors who attended the meeting are given in the Corporate Governance Report forming part of this Annual Report.

11. Committees of the Board

During the financial year ended 31 March 2023, the Company has 4 (four) committees as mentioned below:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

Details of the Committees along with their charters, composition and meetings held during the year are given in the Corporate Governance Report forming a part of this Annual Report.

12. Public Deposits

During the financial year 2022-23, the Company has not accepted any deposits from the public under section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

13. Listing

Your Company''s shares are continued to be listed on National Stock Exchange of India Limited. The Company has paid the Annual Listing Fees to the Stock Exchange for FY 2023-24.

14. Directors'' Responsibility Statement

In terms of provision of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Director''s state that:

a. in the preparation of the annual accounts for the financial year ended 31st March 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. the directors 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 at the end of the financial year and of the loss of the company for that period;

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

d. the directors had prepared the annual accounts on a going concern basis;

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

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

15. Fraud Reporting

There have been no instances of frauds identified or reported by the statutory auditors during the course of their audit pursuant to sub-section 12 of section 143 of the Companies Act, 2013 (amended from time to time) to Central Government.

16. Declaration by Independent Directors

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 the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year 202223, all Independent Directors of the Company have registered themselves with the Independent Directors Databank.

In the opinion of the Board, all the Independent Directors fulfils the conditions specified in the Act with regard to integrity, expertise, and experience (including the proficiency) of the Independent Director and are independent of the management.

17. Company''s Policy relating to Directors appointment, payment of remuneration and other matters provided under Section 178 (3) of the Companies Act, 2013

The Board on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection, appointment, fixing and revising remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and employees of the Company. The Nomination and Remuneration Policy of the Company is annexed herewith as Annexure A and can also be accessed on the Company''s website www.periatea.com.

18. Disclosure of inadequacy of profits

Mrs Alka Devi Bangur was re-appointed as Managing Director for three years and Mr. Shreeyash Bangur was re-appointed as Deputy Managing Director for three years at the Annual General Meetings of the Company held on 28th September, 2020 on such remuneration as may be permissible under the provisions of section 197 of the Companies Act, 2013 read with Schedule V.

During FY 2022-23, the Company was having inadequate profits to pay managerial remuneration to above mentioned managerial persons considering the minimum remuneration fixed by the shareholders in the aforesaid meetings. The Company has paid managerial remuneration to the above mentioned managerial personnel of the Company in compliance of the provisions of section 197 read with Part A of Section II of Schedule V of the Companies Act, 2013. Further, reappointment of the above mentioned managerial personnel are being proposed for approval of shareholders at the ensuing Annual General Meeting and the general information required to be provided pursuant to section II of part II of Schedule V are furnished in the Explanatory Statement to Notice of ensuing Annual General Meeting.

19. Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

The loan, guarantee given and investment made by the Company during the financial year ended March 31, 2023 are within the limits prescribed under Section 186 of the Companies Act, 2013. Further, the details of loan, guarantee given and investment made pursuant to Section 186 of the Companies Act, 2013 have been given in the notes to the financial statements.

20. Particulars of contracts or arrangements with related parties

During the year under review, all transactions with related parties during the financial year 2022-23 were in the ordinary course of business and on arm''s length basis. Further, during the financial year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Company''s policy of Materiality of Related Party Transactions. Hence, no transaction is reported in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the Company''s website at https://www.periatea.com/ wp-content/uploads/2021/04/policy-on-related-party-transactions.pdf

Further, as required by Schedule V of SEBI (LODR) Regulations, 2015, disclosures of transactions with any person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company in the format prescribed in the relevant Accounting Standards, has been made in the relevant Notes to the Financial Statements.

21. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure B.

22. Risk Management

The Company has in place mechanism to identify, assess, monitor and mitigate various risks that may impact key business objectives of your Company and to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated and managed, to establish a framework for the company''s risk management process and to ensure company wise implementation to ensure systematic and uniform assessment of risks and to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and to assure business growth with financial stability.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory and Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

23. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Guidance Notes issued by SEBI in this regard, Nomination and Remuneration Committee has formulated criteria for evaluation of the performance of the Board of Directors, its committees, Independent Directors, Non-Independent Directors, Chairman, CEO and the Managing Directors. Based on those criteria, performance evaluation has been done.

A structured questionnaire was prepared and circulated after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, ethics and compliances, financial reporting process and monitoring activities.

Performance parameters for the Board as a collective body, included parameters like qualification and diversity of Board members, method and criteria for selection of independent directors to ensure independence, availability, appropriateness, clarity of understanding on risk scenarios faced by the

Company, existence, sufficiency and appropriateness of policy on dealing with potential conflicts of interest, involvement of Board members in long -term strategic planning etc. Based on these criteria, the performance of the Board, various Board Committees, Chairman, CEO, Managing Director and Individual Directors (including Independent Directors) was found to be satisfactory.

Independent Directors have reviewed the performance of Board, Non- Independent Director and Chairman in their separately held meeting without the participation of other Non-Independent Directors and members of management. Based on their review, the Independent Directors, hold a unanimous opinion that the NonIndependent Directors, including the Chairman to the Board are experts with sufficient knowledge in their respective field of activities.

24. Directors and Key Managerial Personnel

a. Details of Directors retiring by rotation

Mr. Lakshmi Niwas Bangur (DIN: 00012617), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Brief profile of Mr. Lakshmi Niwas Bangur, who is to be re-appointed is furnished in the notice of the ensuing Annual General Meeting as per Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2. The Board of Directors of your Company recommends the re-appointment of Mr. Lakshmi Niwas Bangur at the ensuing Annual General Meeting.

b. Appointment / Reappointment of Directors / Key Managerial Personnel

Mrs. Alka Devi Bangur (DIN: 00012894) Managing Director of the Company whose term expires on 16th September, 2023 have been recommended by the Nomination and Remuneration Committee, Audit Committee and Board of Directors for re-appointment, for the further period of 3 years w.e.f 17th September, 2023 by the shareholders at the ensuing Annual General Meeting. Brief profile of Mrs. Alka Devi Bangur, is furnished in the Notice of the ensuing Annual General Meeting as per Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2.

Mr. Shreeyash Bangur (DIN: 00012825) Deputy Managing Director of the Company whose term expires on 4th November, 2023 have been recommended by the Nomination and Remuneration Committee, Audit Committee and Board of Directors for re-appointment, for the further period of 3 years w.e.f 5th November, 2023 by the shareholders at the ensuing Annual General Meeting. Brief profile of Mr. Shreeyash Bangur, is furnished in the Notice of the ensuing Annual General Meeting as per Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards 2.

The Board of Directors at its meeting held on 8th May, 2018 had appointed Mr. Ashok Kumar Bhargava [DIN: 00640248] as an Additional Director (Independent Non-Executive) of the Company. Further, the Members at the 105th Annual General Meeting held on 14th September, 2018 approved the appointment of Mr. Ashok Kumar Bhargava as an Independent Director to hold office for a term of 5 years w.e.f 8th May, 2018. Accordingly, the tenure of 1st term of Mr. Ashok Kumar Bhargava as an Independent Director expired on 7th May, 2023. The Board of Directors of the Company at their meeting held on 14th April, 2023 , based on the recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has approved and recommended to the shareholders the re-appointment of Mr. Bhargava, as an Independent Director of the Company for second term of 5 (five) consecutive years w.e.f 8th May, 2023. Accordingly, the Company had sought the approval of the shareholders by way of Special Resolution through Postal Ballot through Remote e-Voting process vide their Notice dated 14th April, 2023. The result of Postal ballot is under process.

All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164(2) of the Companies Act, 2013.

Mr. S Venugopalakrishnan, Chief Financial Officer has resigned from the services of the Company with effect from 29th October, 2022. The Board expressed their gratitude and thanks for the

contribution and efforts made by him towards discharging his duties and responsibilities during his tenure.

The Board of Directors at its meeting held on 29th October, 2022 approved the appointment of Mr. K Ashokan as Chief Financial Officer of the Company with effect from 29th October, 2022.

Apart from the aforesaid appointment/ reappointment, there were no other changes in Board and KMPs.

25. Reports on the performance and financial position of each of the subsidiaries, Associates and Joint Venture Companies included in the Consolidated Financial Statements

The Company has two subsidiaries namely PKT Plantations Ltd and Shivphal Vinimay Private Limited.

Policy for determining ‘Material'' Subsidiaries

The Company has adopted a Policy on Material Subsidiaries as approved by the Board. It has been posted on the website of the Company at its weblink: periatea.com/wp-content/uploads/2021/04/ Policy-for-Determinig-Material-Subsidiaries.pdf . More details are given in the Corporate Governance Report annexed hereto.

There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the year under review.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statements of the Company consolidating the financial statements of its subsidiary companies, which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is also attached to the Consolidated Financial Statement and forms part of the Annual Report. Further, the contribution of these subsidiaries to the overall performance of the Company is provided under the Notes to the Consolidated Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary

company or companies may write to the Company Secretary at the Company''s registered office.

During the Financial Year 2022-23, the Company has no associate or Joint Venture Company.

26. Details of significant and material orders passed by the Regulators or Courts or Tribunals

Apart from above no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operation in future.

27. Adequacy of Internal Financial Controls with reference to the financial statements

The Company is having adequate internal financial control which is commensurate with the nature of its size and business. 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. The Internal Financial Control systems of the Company are monitored and evaluated and reviewed by the Audit Committee.

Your Board confirms the following:

1. Systems have been laid to ensure that all transactions are executed in accordance with management''s general and specific authorization. There are well laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as is necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management''s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

Based on the above, your Board is of the view that adequate internal financial controls exist in the Company. Further, the certificate from Chief Executive Officer and Chief Financial Officer, in terms of Regulation 17(8) of the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, provided in this Annual Report, also certifies the adequacy of our Internal Control systems and procedures.

28. Statutory Auditors

M/s Jayaraman & Krishna., Chartered Accountants (FRN: 011185S) have been appointed as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the 108th Annual General Meeting till the conclusion of the 113th Annual General Meeting.

29. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Vinod Kothari & Company, Practising Company Secretaries to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditors for the Financial Year 2022-23 is annexed herewith as Annexure C which is self-explanatory. The said Report does not contain any qualifications, reservations or adverse remark.

30. Internal Auditors

Pursuant to the provision of section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014 M/s Kumbhat & Co, Chartered Accountant, Chennai has conducted Internal Audit of the Company for the Financial Year 2022-23. Further, the Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.

31. Auditors'' Report

The notes on financial statements referred to in the Auditors Report are self- explanatory and do not call for any further comments. The Auditors Report does not contain any qualifications, reservations or adverse remarks.

32. Industrial Relations

The relation between management and labour was cordial during the year.

33. Particulars of employees

Disclosure pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is marked as Annexure D which is annexed hereto and forms a part of the Board Report.

34. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy on Sexual Harassment of Women at workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Committee has not received any compliant from any employee during the financial year 2022-23.

35. Whistle Blower Policy/Vigil Mechanism

The Board of Directors of the Company has established a Vigil Mechanism or Whistle Blower Policy for Directors and Employees in terms of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to report concerns about unethical behavior, wrongful conduct and violation of company''s code of conduct or ethics. The details of which have been given in the Corporate Governance Report annexed to this Report and also posted on the Company''s website www.periatea.com.

36. Corporate Social Responsibility (CSR)

The Board has constituted a Corporate Social Responsibility Committee in accordance with section 135 of the Companies Act, 2013. The Annual Report on CSR activities including the details about the development of CSR Policy and initiatives taken by the Company on Corporate Social Responsibility during the year, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in the Annexure E to this report. The Corporate Social Responsibility Policy has been posted on the website of the Company www.periatea. com.

The Company, along with other Group Companies, has set up a Registered Public Charitable Trust named as LNB Group Foundation as implementing agency of the Company to carry out CSR activities fall within the purview of Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014.

37. Management Discussion and Analysis Report

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

38. Corporate Governance

Your Company is committed to observe Good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31, 2023, as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report and annexed to this Report. The requisite certificate from Statutory Auditors M/s. Jayaraman & Krishna, Chartered Accountants confirming compliance with the conditions of corporate governance is attached to this Annual Report.

39. Certificate from CEO/CFO

The CEO/CFO certification pursuant to Regulation 17(8) read with Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year under review forms part of this Annual Report.

40. Annual Secretarial Audit under Listing Regulations

In line with the SEBI Circular dated February 08, 2019, an Annual Secretarial Compliance Report confirming compliance of all applicable SEBI Regulations, Circulars and Guidelines by the Company was issued by appointed M/s Vinod Kothari & Company, Practicing Company Secretaries and was filed with the Stock Exchange.

41. Code for prevention of Insider Trading

The Company has adopted a Code of Conduct for prevention of Insider Trading and Code of Practices

and Procedures for fair disclosure of Unpublished Price Sensitive Information'' (UPSI) as prescribed in SEBI (Prohibition of Insider Trading) Regulations, 2015.

42. Secretarial Standard

The Company has complied with all applicable Secretarial Standards during the year under review.

43. Maintenance of Cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

The Company has maintained cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

44. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

During the year under review, there were no application has been made and no proceedings is pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016).

45. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

During the under review, there was no one time settlement with Banks or Financial Institutions therefore, there is no instance of difference between amount of valuation done at the time of one time settlement and the valuation done while taking loan form the bank.

46. Acknowledgements

The Board express their gratitude to the shareholders, customers, vendors, financial institutions and banks for the support extended by them. The Board also appreciation of the hard work and commitment of the employees of the Company at all levels during the year.

For and on behalf of the Board

Lakshmi Niwas Bangur

Kolkata Chairman

17th May, 2023. (DIN: 00012617)

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 102nd Annual Report for the year ended 31st March 2015.

FINANCIAL RESULTS Rs. in lakhs

2014-15 2013-14

Proffi/ (Loss) before Merest (115.72) 383.16 depreciation and tax

Interest 51.85 31.60 Profit/(Loss) before (167 57) 351 56 depreciation

Depreciation 230.90 156.43

Profit/(Loss) before Tax (398.47) 195.13

Provision for tax:

Current tax 12.00 50.00

Deferred tax liability 2.35 (1.24)

Profit after tax (412.82) 146.37

Add: Balance brought

Add: Balance brought 1399 05 1314 33 forward from previous year

Profit available for 986.23 1460.70 appropriation

APPROPRIATIONS

Proposed Dividend @ 23.32 43.33 Rs.0.75 /- per share

Tax on proposed dividend 4.73 7.89

Transfer to General Reserve — 7.32

Surplus carried to Balance 958.28 1399.05 Sheet

Total 986.23 1460.70

Operations

Production

During the financial year 2014-15, the Company harvested a crop of 35,80,624 kg of made tea as against 37,72,001 kg harvested in 2013-14. Erratic weather and Tea Mosquito Bug infestation was the major reason for reduction in the crop. Due to this, the whole Annamallai region reported 7% drop in production while the company reported only 5% reduction during the year under review.

Price & Sales

Your company's average tea price dropped to Rs.91.35 per kg as against Rs.103.82 per kg realized last year. Increase in offering, subdued demand from up country buyers and bearish trend in the export market has contributed to the fall in price realization. Tea price declined sharply in Mombasa Auction due to mis-match in supply and demand and surplus tea production in Kenya.

The Company has made a total sales realization of Rs. 3034.44 lakhs compared to Rs. 3658.48 lakhs last year.

Wind Turbines

During the year under review, the Wind Mills generated 45,74,885 units as against 46,98,607 units generated during the same period last year.

Dividend

The Board of Directors is pleased to recommend a dividend of Re. 0.75 /- per share (last year Rs.1.50/- per share) for the year ended 31st March 2015 out of previous year's profit subject to the approval of the shareholders.

Transfer to Reserves

No amount has been transferred to the General Reserve in the year 2014-15 due to loss incurred by the Company.

Share Capital

The paid up capital of the Company as at 31st March 2015 stood at Rs. 3,09,58,790/- During the year under review, the Company has not made any fresh issue of shares

Transfer of unclaimed dividend to Investor Education and Protection Fund

Unclaimed or unpaid dividend relating to the financial year 2007-08 is due for remittance in September 2015 to the Investor Education and Protection Fund established by the Central Government.

Extract of Annual Return

The extract of Annual Return pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-9 is furnished in Annexure A which forms part of this report.

Board Meetings and Committee Meetings conducted during the year under review.

During the year under review, 6 meetings of the Board of Directors, 4 meetings of the Audit Committee, 2 meetings of the Nomination and Remuneration Committee, 2 meetings of the CSR Committee and 22 meetings of the Stakeholders Relationship Committee were held. Further details of the same have been enumerated in the Corporate Governance Report annexed herewith.

Public Deposits

During the year has repaid the entire deposits. The company did not accept fresh deposits during the financial year 2014-15.

Listing

Your Company's shares are listed in Calcutta Stock Exchange Limited, Kolkata. The Company has paid the Annual Listing Fee for the year 2015-16. The Company has submitted its application to National Stock Exchange of India Ltd. for direct listing of the equity shares and is awaiting approval.

Directors' Responsibility Statement

Pursuant to the requirement under Section 134 (3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. in the preparation of annual accounts, all applicable accounting standards have been followed and that there are no material departure from those standards.

2. the Directors had selected such accounting policies and applied consistently and such judgments and estimates made 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 loss of the Company for the year ended on that date.

3. the Directors 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

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

5. the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

Details in respect of frauds reported by Auditors under Section 143(12) of the Companies Act, 2013 other than those which are reportable to the Central Government

There have been no frauds reported by the Auditors pursuant to Section 143(12) of the Companies Act, 2013.

Declaration by Independent Directors

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 the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

Company's Policy relating to Directors appointment, payment of remuneration and other matters provided under Section 178 (3) of the Companies Act, 2013

The Board on the recommendation of the Nomination and Remuneration Committee framed a policy for fixing and revising remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and employees of the Company. The Remuneration Policy of the Company is annexed herewith as Annexure B and can also be accessed on the Company's website www.periatea.com

Comments on Auditors' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors.

With reference to the observations made by the Secretarial Auditors in the Secretarial Audit Report with regard to non-filing of some forms, the Directors wish to state that the company is taking necessary steps to file the forms.

Particulars of loans, guarantees or investments made under Section 186 of the Companies Act, 2013

Details of loan given, investments made, guarantees given and securities provided pursuant to Section 186 of the Companies Act, 2013 have been given in the notes to the financial statements.

Particulars of contracts or arrangements with related parties

All transactions with related parties during the financial year 2014-15 were in the ordinary course of business and on arm's length price. Since there were no transactions which were not on arm's length and material nature, Form AOC 2 not annexed.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the Company's website and may be accessed at www. periatea.com

Material changes and commitments affecting the financial position of the Company.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year as on 31.03.2015 and the date of this report.

Conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on foreign exchange earnings and outgo, technology absorption, conservation of energy stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure C.

Risk Management

The Company has in place mechanism to identify, assess, monitor and mitigate various risks that may impact key business objectives of your Company. The Company has adopted a Risk Management Policy which is available on the website of the Company www.periatea.com

The specific objectives of the Risk Management Policy are to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated and managed, to establish a framework for the company's risk management process and to ensure companywide implementation to ensure systematic and uniform assessment of risks and to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and to assure business growth with financial stability.

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory and Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

Annual Evaluation of the Board's performance and of the Individual Directors

On the advice of the Board of Directors and the Nomination and Remuneration Committee , the Company formulated criteria for evaluation of the performance of the Board of Directors, its committees, Independent Directors, Non-Independent Directors and the Managing Directors. Based on those criteria, performance evaluation has been done. The Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has been communication

Directors and Key Managerial Personnel

During the year, members have approved the appointment of Mr.R.L.Gaggar, Mr.H.M.Parekh, Mr.P.R.Ramakrishnan and Mr.N.Swaminthan as Independent Directors of the Company for a period of 5 years.

Smt.Alka Bangur, Managing Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

The present term of Shri Shreeyash Bangur as Deputy Managing Director of the Company expire on 4th November 2015. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 3rd August 2015 has given its approval for the re-appointment of Shri Shreeyash Bangur for a further term of five years subject to the approval of the Company in the General Meeting.

Necessary resolution in this regard has been included in the Agenda of the Notice convening the Annual General Meeting for the approval of the members.

A brief profile of the above directors as stipulated under Clause 49 of the Listing Agreement and Secretarial Standards (SS-2) form part of the Notice of the ensuing Annual General Meeting.

At the Board Meeting held on 29th May 2014 Smt. Alka Bangur, Managing Director, Shri Shreeyash Bangur, Deputy Managing Director and Shri R.V. Sridharan, Chief Financial Officer & Company Secretary, were designated as "Key Managerial Personnel" of the company pursuant to Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial personnel) Rules 2014.

Reports on the performance and financial position of each of the subsidiaries, Associates and Joint Venture Companies included in the Consolidated Financial Statements

The Company has two subsidiaries. Statement pursuant to Section 129 (3) of the Companies Act, 2013 containing the salient features of the financial statements of Subsidiary Companies forms part of this report.

Details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operation in future.

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operation in future.

Internal Control Systems and their adequacy

The Company has adequate internal control systems to monitor business processes, financial reporting and compliance with applicable rules and regulations. The systems are periodically reviewed for identification of control deficiencies and formulation of the time bound action plans to improve efficiency at all levels. The Audit Committee of the Board constantly reviews internal control systems and their adequacy, significant risk areas, observations made by the internal auditors on control mechanism and operations of the Company and recommendations made for corrective action through the internal audit reports. The Committee reviews the Statutory Auditors' Report, key issues, significant processes and accounting policies.

Statutory Auditors

M/s S.Krishnamoorthy & Co, Chartered Accountants, Coimbatore were appointed as Statutory Auditors of the Company for a period of 3 years at the last Annual General Meeting held on 22nd September 2014 as required under Section 139 of the Companies Act, 2013. The Company has obtained written confirmation from the Auditors pursuant to Section 139 of the Companies Act, 2013 that their appointment if made would be in conformity with the provision of the Companies Act, 2013. Members are requested to ratify their appointment.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. M.D.Selvaraj, MDS & Associates, Company Secretary in practice to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditors is annexed herewith as Annexure D.

Industrial Relations

The relation between management and labour was cordial during the year.

Particulars of employees

Statement pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Particulars of Employees)

Rules, 1975 and Section 197 (12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure

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

The Company has in place policy on Sexual Harassment of Women at workplace in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaint Committee has been set up to redress complaints received. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Committee has not received any complaint from any employee during the financial year 2014-15.

Corporate Social Responsibility (CSR)

The Board has constituted a Corporate Social Responsibility Committee comprising of the following directors as its members;

1. Shri L.N. Bangur - Chairman

2. Shri PR. Ramakrishnan - Member

3. Shri N. Swaminathan - Member

The company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in line with the provisions of Schedule VII of the Companies Act, 2013.

The Corporate Social Responsibility Committee is responsible for implementation and effective monitoring of the CSR activities of the Company.

The Company was however not required to spend any expenditure on CSR activities during the year under review as the average net profit of the preceeding 3 financial years was in the negative.

The Annual Report on CSR activities of the company is attached herewith as Annexure F.

Corporate Governance

A report on Corporate Governance is annexed and forms part of this report. The Company has complied with the conditions relating to Corporate Governance stipulated under Clause 49 of the Listing Agreement.

Whistle Blower Policy/Vigil Mechanism

The Company has a Whistle Blower Policy for directors and employees and adopted the Whistle Blower Policy in terms of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement to report concerns about unethical behavior, wrongful conduct and violation of company's code of conduct or ethics. The whistle blower policy is available on the company's website www.periatea.com

Managing Directors Certification

The Managing Director of the Company has certified to the Board on the financial statements and other matters in accordance with Clause 49 of the Listing Agreement pertaining to CEO certification for the financial year ended 31st March 2015.

Acknowledgements

The Board wishes to thank all the shareholders, customers, vendors, financial institutions, banks and depositors for the support extended by them.

The Board also wishes to place on record their appreciation of the contribution made by the employees at all levels during the year.

For and on behalf of the Board

L.N. Bangur Kolkata, Chairman 3rd August 2015. (DIN 00012617)

---

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 101st Annual Report for the year ended 31st March 2014.

FINANCIAL RESULTS Rs. in lakhs

2013-14 2012-13

Profit before interest 383.16 345.41 depreciation and tax

Interest 31.60 11.48

Profit before depreciation 351.56 333.93

Depreciation 156.43 156.71

Profit before Tax 195.13 177.22

Provision for tax:

Current tax 50.00 33.00

Deferred tax liability (124) 1.49

Profit after tax 146.37 142.73

Add: Balance brought forward 1314 33 1254 74 from previous year

Profit available for 1460.70 1397.47 appropriation

APPROPRIATIONS

Proposed Dividend @ Rs.1.50/- 46.44 61.92 per share

Tax on proposed dividend 7.89 10.52 @ 16.995%

Transfer to General Reserve 7.32 10.70

Surplus carried to Balance Sheet 1399.05 1314.33

Total 1460.70 1397.47

DIVIDEND

The Board of Directors is pleased to recommend a dividend of Rs. 1.50 /- per share (last year Rs. 2/- per share) for the year ended 31st March 2014.

OPERATIONS

PRODUCTION

During the financial year 2013-14, the Company harvested a crop of 37,72,001 kg of made tea as against 38,11,721 kg harvested in 2012-13. The production suffered set back due to unprecedented monsoon rains in the months of June and July. However, with the adoption of best agricultural practices, the Company managed to compensate the crop loss and at the end financial year the crop was marginally down by 1% only.

PRICE & SALES

Your company''s average tea price realized Rs.103.82 per kg as against Rs. 100.91 per kg realized last year despite depressed market conditions. The Company has made a total sales realization of Rs. 3658.48 lakhs compared to Rs. 3974.61 lakhs during the same period last year.

FUTURE PROSPECTS

The major black tea producer Kenya has reported 67% increase in its crop. Other major producing countries like Sri Lanka, Uganda and others also reported higher crop. India has reported a crop of 1200.04 million kg during 2013 as against 1126 million kg reported in 2012.

There is a surplus black tea production of 211 million kg globally, part of which is carried over to the current year. This has increased the availability of tea both in India and abroad to a larger extent. This surplus had a negative effect in the market which is currently felt in global auctions. From the beginning of the current financial year, the weather conditions have not been favorable to India and other major tea producing countries including East Africa.

North India has reported huge crop loss in April and May of the current financial year. As per the figures available from Tea Board, total production till May was 148.18 million kg. as against 178.84 million kg. during the same period last year, resulting in crop loss of 30.66 million kg. Moderately good crop has been reported from June onwards. However, it seems unlikely that the shortfall will be made up.

If the consumption growth in India which is estimated at about 25 to 35 million kg annually is factored in, then it would indicate change in supply demand ratio that might result in shortage in the later part of the year.

As the major cropping months are between July and November, the buyers will adopt the wait and watch policy and most probably will react later when situation become clear.

We are optimistic that CTC Tea market will make a turnaround in the later part of the year and eventually end on better note. In the short term, the accent will be on quality and every effort needs to be made to cater to the market requirements.

The Company has started host of initiatives towards increasing the quality of tea since in the depressed market conditions, only good liquoring tea will have a smooth market.

In order to generate additional revenue in future, the Company has taken up pepper and cinnamon cultivation.

REPLANTING

I mentioned in my last report that the company will take up replanting of tea for stable and sustainable growth. I am pleased to inform that your Company has completed replanting of tea in 10 hectares at Nadumalai Estate during the first quarter of the current financial year.

RAIN FOREST ALLIANCE CERTIFICATE

I am pleased to inform that recently, the Company has been awarded certification by INDOCERT for complying with Sustainable Agriculture Standard in respect of tea under Sustainable Agriculture Standard, July 2010 and Farm and Group Administrator Certification Policy, January 2013.

WIND TURBINES

During the year under review, the Wind Mills generated 46,98,607 units as against 44,04,522 units generated during the same period last year which is satisfactory. The Company has entered into an agreement with TANGEDCO for banking the surplus energy generated by the windmills.

PUBLIC DEPOSITS

Deposits outstanding as on 31st March 2014 were Rs.13.58 lakhs. There were no unclaimed deposits as on 31st March 2014.

LISTING

Your Company''s shares are listed in Madras Stock Exchange Limited, Chennai and Calcutta Stock Exchange Limited, Kolkata. The Annual Listing Fee for the year 2014-15 has been paid to them.

TRANSFER OF UNCLAIMED AMOUNTS TO IEPF

In terms of Section 205C of the Companies Act, 1956 an amount of Rs.98,184/- being unclaimed dividend for the season 2005-06 was transferred during the year to the Investor Education and Protection Fund (IEPF) established by the Central Government.

STATUTORY STATEMENTS

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I which forms part of this report.

PARTICULARS OF EMPLOYEES

There are no employees attracting the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS

Shri L.N.Bangur is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers himself for reappointment.

In order to comply with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreements entered into with the stock exchanges, Shri R.L.Gaggar, Shri H.M.Parek, Shri P.R.Ramakrishnan and Shri N.Swaminathan are proposed to be appointed as Independent Directors. The said Directors have consented to act as Independent Directors and in respect of whom nominations with required deposit have been received from members.

The present terms of Smt.Alka Bangur as Managing Director of the Company expire on 16th September 2014. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on 8th August 2014 has given its approval for the re-appointment of Smt Alka Bangur for further terms of three years subject to the approval of the Company in the General Meeting.

A brief profile of the above directors as stipulated under Clause 49 of the Listing Agreement form part of the Notice of the ensuing Annual General Meeting.

INDUSTRIAL RELATIONS

The relation between management and labour was cordial during the year.

INFORMATION RELATING TO SUBSIDIARY COMPANIES

Pursuant to the provision of Section 212 (8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular No.2/2011 dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the company''s subsidiaries for the year ended March 31, 2014 is included in the Annual Report. The annual accounts of the subsidiaries and the related detailed information will be made available to any member of the company/subsidiary seeking such information at any point of time and are also available for inspection by any member of the company/subsidiaries at the registered office of the company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the registered office of the respective company. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS 21, AS 23 and AS 27) issued by the Institute of Chartered Accountants of India and the same together with Auditor''s Report thereon forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors of your Company confirm that:

1. all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure.

2. such accounting policies have been selected and applied consistently and such judgments and estimates made 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 2014 and of the profit of the Company for the year ended on that date.

3. proper and sufficient care has been taken 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 and

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

STATUTORY AUDITORS

M/s. S. Krishnamoorthy & Co., Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Board on the recommendation of the Audit Committee has proposed that S. Krishnamoorthy & Co., Chartered Accountants, Coimbatore be re-appointed as the Statutory Auditors of the Company.

The Company has received letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and that they are not disqualified for such reappointment within the meaning of Section 141 of the said Act.

COST AUDIT

The Company has received the approval of the Central Government for the appointment of M/s. S. Mahadevan & Co., Cost Accountants, Coimbatore as Cost Auditor to conduct cost audit for the financial year 2013-14. The Cost Audit Report for the financial year 2012-13 has been filed within the due date.

ADDITIONAL DISCLOSURES

Management Discussion and Analysis Report, Corporate Governance Report, Segment Report and Related Party Disclosures provided elsewhere in the Annual Report forms part of this report as required under the Listing Agreement entered into with the Stock Exchanges. The Managing Director of the Company has certified to the Board on the financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO certification for the financial year ended 31st March 2014.

ACKNOWLEDGEMENTS

The Board wishes to thank all the shareholders, customers, vendors, financial institutions, banks and depositors for the support extended by them.

The Board also wishes to place on record their appreciation of the contribution made by the employees at all levels during the year.

For and on behalf of the Board

Kolkata, L.N. Bangur 8th August 2014. Chairman

---

Mar 31, 2013

The Directors have pleasure in presenting the 100th Annual Report for the year ended 31st March 2013.

FINANCIAL RESULTS

Rs.in lakhs 2012-13 2011-12

Profit before interest, depreciation and tax Interest 11.48 34.46

Profit before depreciation 333.93 7272.65

Depreciation 156.71 134.65

Profit before Tax 177.22 7138.00

Provision for tax:

Current tax 33.00 1513.00

Mat Credit Entitlement (680.00)

Deferred tax liability 1.49 3.41

Profit after tax 142.73 6301.59

Add: Balance brought u 2g forward from previous year

Profit available for appropriation

APPROPRIATIONS

Proposed Dividend Rs. 2 per share

Tax on proposed Dividend 10.52 26.31

Transfer to General Reserve 10.70 5000.00

Surplus carried to Balance Sheet

Total 1397.47 6435.84

DIVIDEND

The Board of Directors is pleased to recommend a dividend of Rs. 2 /- per share (last year Rs. 5/- per share) for the year ended 31st March 2013 which includes special dividend of 71/- per share for the Centenary Year.

OPERATIONS

PRODUCTION

The Company harvested a higher crop of 38,11,713 kg in 2012-13 as against 34,69,114 kg in 2011-12 compared to same period last year. The increase in crop was due to adoption of better cultural practices, timely application of manure and efficient deployment of labor.

PRICE & SALES

Your company''s average tea price was at its best ever realizing Rs. 100.91 per kg against Rs. 75.74 per kg realized last year. The increase is about 33% compared to last year. Favorable market scenario and quality output has lifted the average price to the new level. The Company has made a total Sales realization of Rs. 4008.93 lakhs compared to Rs. 2994.15 lakhs last year.

FUTURE PROSPECTS

Major Black tea producers Kenya and Sri Lanka have reported surplus production of 44 million kg and 8 million kg respectively in the first quarter of 2013. India has also reported a surplus crop of 4 million kg during the same period. This has created some pressure in tea prices to the disadvantage of the producers and the tea market is expected to go for a correction in the tea price in near future. With predictions of normal monsoon and barring some unforeseen circumstances, it is expected that the company will harvest a reasonable crop during the current year.

Increasing cost of labor is a worry for the tea industry. Recently, the State Government has notified the minimum wage at Rs. 185.50 per day with effect from 24.04.2013. Further, the industry wide wage agreement has been finalized and the base wage rate has been fixed at Rs.198/- per day with effect from 1st July 2013. Cost of inputs especially fertilizer prices have gone up many fold and increase in HSD price will push up the power cost affecting the bottom line.

The tea bushes in most of the area have already outlived their economic life. To have a stable and sustainable growth, replanting of tea is inevitable. The Company hopes to start the replanting process from the next financial year onwards. People opting for quality tea are on the rise and therefore, there is always a demand for good liquoring tea. To capitalize on this demand, the

Company has taken initiatives to modernize the factories to get the desired quality in the coming days.

WIND TURBINES

During the year under review, the Wind Mills generated 44,04,522 units as against 46,12,818 units generated during the same period last year. The fall in generation was due to reduction in wind velocity during the third quarter of the year under review.

PUBLIC DEPOSITS

Deposits outstanding as on 31st March 2013 were ^48.77 lakhs. There were no unclaimed deposits as on 31st March 2013.

TRANSFER OF UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, the dividends declared by the company on equity shares, which have remained unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act, last such transfer being made on September 16, 2008.

ENERGY CONSERVATION

The Company has initiated host of measures to reduce the consumption of electrical and thermal energy. As a result, the consumption of electricity has come down to 0.90 units per kg in 2012-13 compared to 1.15 units per kg same period last year. Similarly, the consumption of thermal energy has come down significantly to 1.63 kg in 2012-13 compared to 2.34 kg same period last year.

STATUTORY STATEMENTS

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I which forms part of this report.

PARTICULARS OF EMPLOYEES

There are no employees attracting the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS

Shri Prakash Parasher, Executive Director resigned from the services of the Company on 21.07.2012.

Shri Shreeyash Bangur, President (Corporate Strategy & Business Development) was appointed as additional director and Deputy Managing Director of the Company on 5th November 2012 by the Board of Directors. The appointment of Shri Shreeyash Bangur and his remuneration would come up for approval of the members at the ensuing Annual General Meeting.

Shri L.N.Bangur and Shri P.R.Ramakrishnan retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

INDUSTRIAL RELATIONS

The relation between management and labour was cordial during the year.

INFORMATION RELATING TO SUBSIDIARY COMPANIES

Pursuant to the provision of Section 212 (8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular No.2/2011 dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the company''s subsidiaries for the year ended March 31, 2013 is included in the Annual Report. The annual accounts of the subsidiaries and the related detailed information will be made available to any member of the company/subsidiary seeking such information at any point of time and are also available for inspection by any member of the company/subsidiaries at the registered office of the company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the registered office of the respective company. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS 21, AS 23 and AS 27) issued by the Institute of Chartered Accountants of India and the same together with Auditor''s Report thereon forms part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors of your Company confirm that:

1. all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure.

2. such accounting policies have been selected and applied consistently and such judgments and estimates made 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 2013 and of the profit of the Company for the year ended on that date.

3. proper and sufficient care has been taken 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 and

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

STATUTORY AUDITORS

M/s.S.Krishnamoorthy & Co., Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Board on the recommendation of the Audit Committee has proposed that S.Krishnamoorthy & Co., Chartered Accountants, Coimbatore be re-appointed as the Statutory Auditors of the Company and to hold the office till the conclusion of the next Annual General Meeting of the Company.

The Company has received letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

CORPORATE GOVERNANCE

A separate section on corporate governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report. A certificate from the statutory auditors of the company regarding compliance of provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

The Managing Director of the Company has certified to the Board on the financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO certification for the financial year ended 31st March 2013.

ACKNOWLEDGEMENTS

The Board wishes to thank all the shareholders, customers, vendors, financial institutions, banks and depositors for the support extended by them.

The Board also wishes to place on record its appreciation of the contribution made by the employees at all levels during the year.

For and on behalf of the Board

Kolkata, L.N. Bangur

May 28, 2013. Chairman

---

Mar 31, 2012

The Directors have pleasure in presenting the 99th Annual Report for the year ended 31st March 2012.

FINANCIAL RESULTS

2011-12 2010-11

Profit before interest, 73,07,10,508 6,42,45,102

depreciation and tax

Interest 34,45,550 32,06,888

Profit before depreciation 72,72,64,958 6,10,38,214

Depreciation 1,34,65,206 97,62,787

71,37,99,752 5,12,75,427 Add Excess provision made

in the previous year reversed

Profit before Tax 71,37,99,752 5,32,83,564 Provision for tax:

Current tax 15,13,00,000 54,00,000 Mat Credit Entitlement (6,80,00,000) (10,00,000)

Deferred tax liability 3,40,960 7,76,807

Profit after tax 63,01,58,792 4,81,06,757

Add: Balance brought 1,34,25,571 1,61,84,885

forward from previous year

Profit available for 64,35,84,363 6,42,91,642

appropriation

APPROPRIATIONS

Proposed Dividend 1,54,79,395 92,87,637

@ Rs 5 per share

Tax on proposed Dividend 26,30,723 15,78,434

Transfer to General Reserve 50,00,00,000 4,00,00,000

Surplus carried to Balance 12,54,74,245 1,34,25,571 Sheet

64,35,84,363 6,42,91,642

OVERALL PERFORMANCE

The Company recorded total revenue of Rs 107,26,16,640 (including other income of Rs 77,32,01,941) for the year ended 31st March 2012. Other income includes Rs 74,34,49,639 made on profit on sale of investments.

OPERATIONS

Production

The Company harvested a lower crop of 34,69,114 kg in 2011-12 as against 44,00,047 kg in 2010-11. The reduction in crop was due to severe drought in the last quarter of the year under review. The whole plantation district reported lesser production in the last quarter of the financial year due to prolonged dry spell.

Price & Sales

Your company's average tea price was marginally higher at Rs 75.74 per kg as against Rs 72.88 per kg last year. Sales realization clocked Rs 29,55,44,178 compared to t 34,90,56,983 made last year.

DIVIDEND

For the year ended 31st March 2012, the company has incurred a loss of Rs 3,83,82,125 in tea operations. Despite the loss in tea operations, the directors have recommended a dividend of Rs 5/- per share (last year Rs 31- per share) as a special case in view of profit made on sale of investments.

FUTURE PROSPECTS

With predictions of normal monsoon during the current year, production is expected to be normal. With prices showing an uptrend from the beginning of the first quarter in the current year coupled with production shortfalls elsewhere in the globe, we hope to do reasonably well.

WIND TURBINES

During the year under review, the Wind Mills generated 46,12,818 units as against 43,10,323 units generated during the same period last year.

PUBLIC DEPOSITS

Deposits outstanding as on 31st March 2012 were Rs 94,52,000. Two deposits totaling Rs 90,000 which remained unclaimed as on that date has since been paid.

TRANSFER OF UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, the dividends declared by the company on equity shares, which have remained unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act, last such transfer being made on September 16, 2008.

STATUTORY STATEMENTS

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I which forms part of this report.

PARTICULARS OF EMPLOYEES

There are no employees attracting the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975 as amended.

DIRECTORS

Shri R.L.Gaggar and Shri H.M.Parekh retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

INDUSTRIAL RELATIONS

The relation between management and labour was cordial during the year.

CORPORATE DEVELOPMENTS

During the year, the company divested its entire stake of 12,23,093 equity shares of Rs 10/- each held by the company in The Andhra Pradesh Paper Mills Limited.

INVESTMENT IN SHIVPHAL VINIMAY PRIVATE LIMITED

As part of growth strategy, the Company has acquired 100% stake in the equity of M/s. Shivphal Vinimay Private Limited in March 2012.

INFORMATION RELATING TO SUBSIDIARY COMPANIES

Pursuant to the provision of Section 212 (8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its circular No.2/2011 dated February 8, 2011 has granted general exemption from attaching the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the company's subsidiaries for the year ended March 31, 2012 is included in the Annual Report. The annual accounts of the subsidiaries and the related detailed information will be made available to any member of the company/subsidiary seeking such information at any point of time and are also available for inspection by any member of the company/subsidiaries at the registered office of the company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the registered office of the respective company. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards (AS 21, AS 23 and AS 27) issued by the Institute of Chartered Accountants of India and the same together with Auditor's Report thereon form part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors of your Company confirm that:

1. all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure.

2. such accounting policies have been selected and applied consistently and such judgments and estimates made 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 2012 and of the profit of the Company for the year ended on that date.

3. proper and sufficient care has been taken 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 and

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

STATUTORY AUDITORS

M/s. S. Krishnamoorthy & Co., Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Board on the recommendation of the Audit Committee, has proposed that S. Krishnamoorthy & Co., Chartered Accountants, Coimbatore be re-appointed as the Statutory Auditors of the Company and to hold the office till the conclusion of the next Annual General Meting of the Company. The Company has received letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

COST AUDIT

The Company received the approval of the Central Government for the appointment of M/s. S. Mahadevan & Co., Cost Accountants, Coimbatore as Cost Auditor to conduct cost audit for the financial year 2011-12.

CORPORATE GOVERNANCE

A separate section on corporate governance as per Clause 49 of the Listing Agreement and Management Discussion and Analysis Report are given as annexure to this report. A certificate from the statutory auditors of the company regarding compliance of provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of this report.

The Executive Director of the Company has certified to the Board on the financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO certification for the financial year ended 31st March 2012.

ACKNOWLEDGEMENTS

The Board wishes to thank all the shareholders, customers, vendors, financial institutions, banks and depositors for the support extended by them.

The Board also wishes to place on record their appreciation of the contribution made by the employees at all levels during the year.

For and on behalf of the Board

Valparai, L.N. Bangur

April 28, 2012. Chairman

---

Mar 31, 2010

The Directors have pleasure in presenting the 97th Annual Report for the year ended 31st March 2010.

FINANCIAL RESULTS





Rs. Lakhs

2009-10 2008-09

Profit before interest,

depreciation and tax 1355.26 792.76

Interest 16.49 18.87

Profit before depreciation 1338.77 773.89

Depreciation 73.29 87.80

Profit before tax 1265.48 686.09

Provision for tax:

Current tax 137.71 47.00

Fringe Benefit tax - 3.85

Deferred tax credit (0.23) (0.40)

Profit after tax 1128.00 635.64

Add: Balance brought forward

from previous year 60.62 97.41

Profit available for appropriation 1188.62 733.05

APPROPRIATIONS

Proposed Dividend 108.36 61.92

Tax on proposed Dividend 18.42 10.52

Transfer to General Reserve 900.00 600.00

Balance carried forward

to Balance Sheet 161.84 60.61

1128.62 733.05

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.3.50/- per share on the expanded equity capital of 30,95,879 equity shares of the face value of Rs.10/- each aggregating to Rs. 108.36 lakhs for the year ended 31st March 2010 as against Rs.3.00/- per share in the previous year subject to the approval of the members at the ensuing Annual General Meeting.

CHANGE IN CAPITAL

The company capitalized part of its reserves by allotting 10,31,960 bonus equity shares in the ratio of one equity share for every two equity shares on 20th March 2010.

Consequently, the equity share capital has gone up from Rs. 2,06,39,190 divided into 20,63,919 equity shares of Rs.10/- each to Rs. 3,09,58,790 divided into 30,95,879 equity shares of Rs.10/- each.

OPERATIONS

The Company has surpassed several records of yester years in terms production, price realization, turnover and profit after tax during the year under review.

i) Profits

The Company has reported an all time highest profit after tax of Rs.1128 lakhs as compared to Rs. 635.64 lakhs in 2008-09.

ii) Production

The Company has re-written the history by harvesting an all time record crop of 51,35,913 kg during the year under review as compared to 41,22,624 kg in 2008.09. The previous best crop was 51,25,750 kg made in 1997-98.

Conducive climate, better cultural practices, quality improvement exercises undertaken by the company and better supervision made this feat possible.

iii) Price & Sales

Your companys tea fetched a higher average price realization of Rs.90.64 per kg as against Rs.80.39 per kg last year. The company gained price wise due to continued production shortfalls reported elsewhere in the world.

Sales realization clocked Rs.3859 lakhs, the highest as compared to Rs. 3332 lakhs in 2008-09. The previous highest was Rs.3349 lakhs made in 1997-98.

FUTURE PROSPECTS

With Kenya and Sri Lanka reporting more production, the supply position has some what eased. With virtually no carry forward stock and the growing domestic demand, price levels are expected to remain attractive for good quality premium teas.

WIND TURBINES

Generation of power during the year was higher at 4767066 units as against 4383876 units last year due to better maintenance and favourable wind conditions.

PUBLIC DEPOSITS

Deposits outstanding as on 31st March 2010 were Rs.1,34,26,000/- and there were no unclaimed deposits as on 31st March 2010.

TRANSFER OF UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 205A (5) of the Companies Act, 1956, the dividends declared by the company on equity shares, which have remained unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act, last such transfer being made on September 16, 2008.

STATUTORY STATEMENTS

Information pursuant to Section 217(1) (e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in Annexure I which forms part of this report.

Information pursuant to Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 is given in Annexure II which forms of this report

SUBSIDIARY COMPANY

Peria Karamalai Tea (India) Limited, a wholly owned subsidiary company was incorporated on 14.10.2009 for the purpose of acquisition of tea gardens in India. No significant activities were reported during the year under review. The statement as required under Section 212 of the Companies Act, 1956 is appended herewith.

DIRECTORS

Shh H.M. Parekh and Shri P.R. Ramakrishnan retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The Board of Directors at its meeting held on 29th July 2009 appointed Shri N.Swaminathan as additional director to hold office upto the date of the ensuing Annual General Meeting.

The Board deeply regret to report the demise of Shri G.K. Sundaram on 18th May 2009. Shri G.K. Sundaram joined the Board in 1989. The Board wish to record its sincere appreciation of the valuable contribution of Shri G.K.Sundaram in the growth of the Company. In his death, the Directors have lost a distinguished colleague.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 217 (2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000, the Directors of your Company confirm that:

1. all applicable accounting standards have been followed in the preparation of annual accounts and that there are no material departure.

2. such accounting policies have been selected and applied consistently and such judgments and estimates made 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 2010 and of the profit of the Company for the year ended on that date.

3. proper and sufficient care has been taken 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 and

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

AUDITORS

M/s. S. Krishnamoorthy & Co., Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for such reappointment within the meaning of Section 226 of the said Act.

The Audit Committee and the Board recommended the appointment of M/s. S. Krishnamoorthy & Co., Chartered Accountants, as Statutory Auditors of the Company

COST AUDIT

In exercise of the powers conferred by sub-section (1) of Section 233B of the Companies Act, 1956, the Central Government has directed that an audit of the cost accounts of the company relating to tea & other products be conducted for the financial year ended March 31, 2010 by a Cost Accountant. Accordingly, the Board has, with the previous approval of the Central Government, appointed M/s. S. Mahadevan & Co., Cost Accountants to conduct cost audit of the company for the financial year ended March 31, 2010.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of provisions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement (s) with the Stock Exchanges(s) form part of this report.

The Executive Director of the Company has certified to the Board on the financial statements and other matters in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO certification for the financial year ended 31st March 2010.

INDUSTRIAL RELATIONS

The relation between management and labour was cordial during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given as a separate statement forming part of this Annual Report.

ACKNOWLEDGEMENTS

The Board wish to convey their appreciation of the contribution made by the employees at all levels for the record performance of the company during the year.

The Board would like to thank all the shareholders, customers, vendors, financial institutions, banks and depositors for their continued support.





For and on behalf of the Board

Coimbatore, L.N. Bangur

April 29, 2010. Chairman