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Bombay Burmah Trading Corporation Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2023

Your Directors hereby present their 158th Annual Report together with Audited Financial Statements for the year ended 31 March 2023:

I. FINANCIAL PERFORMANCE:a) Standalone Financial Results

(Rs. in Lakh)

Particulars

31.03.2023

31.03.2022

Total Revenue

33,468

37,418

(Loss)/Profit before exceptional item

(4302)

1,039

Exceptional Items

- Provision for impairment

(18,622)

0

- Gain on sale of assets from continuing operation

0

1,023

(22,924)

2,061

Tax Expenses

0

(1827)

a)

(22,924)

234

Profit before tax from discontined operations of coffee business

280

754

Exceptional gain from sale of coffee assets

24,372

0

Tax Expenses

(850)

0

b)

23,803

754

Net profit for the year

(a b)

879

989

b) Overview of Performance

During the FY 2022-23, the Corporation achieved a total revenue from continuing operation of '' 33,468 lakh compared to '' 37,418 lakh in FY 2021-22.

Loss before exceptional item of continuing operation at '' 4302 lakhs for the year as against profit of '' 1039 lakhs for the previous year is not comparable as (i) profit before exceptional item for the previous year included gain of '' 6,219 from sale of property included in total revenue and (ii) Dividend of '' 4,890 lakhs from the overseas subsidiary compared to '' 2,978 lakhs in previous year.

Net Profit for the year was '' 879 lakhs as against '' 989 lakhs for the Previous Year. The same is however not comparable in view of two major exceptional items in the Financial Statements for the year under review viz. provision for

impairment of investments and Inter Corporate Deposits in Go Airlines India Limited ("GoAir"), an associate of the Corporation and gain on sale of Coffee Estates.

Coffee business, although profitable has over the years given very low yield and returns due to its very nature of business i.e. agriculture and economy of scale compared to the returns on realizable value of land parcel at around '' 275 crores. It was therefore decided to exit the Coffee business and reduce the overall debt of the Corporation. The legally binding contract for transfer of Coffee business at a consideration of '' 291 crores has resulted in gain of '' 24,372 lakhs.

The other exceptional item is the loss of '' 18,622 lakhs on account of provision for impairment of investments & ICDs in GoAir as a matter of prudence

since GoAir has filed an application for initiation of Corporate Insolvency Resolution Process (CIRP) to preserve its assets and keep it as a Going Concern.

Division wise performance:i. Tea:

Overall tea production, including bought leaf was lower at 37.38 lakh kg as compared to 41.72 lakh kg for the previous year. Total tea sales were at 39.97 lakh kg as compared to 44.16 lakh kg for previous year. The average selling price of tea was at '' 148 per kg against '' 143 per kg for the previous year. Tea division continued to underperform due to lower production and steep increase in wage rate by approximately '' 63 per day.

Production of tea at Tanzania estates was 5.5 lakh kg as against 5.4 lakh kg for the previous year. The sales were at 4.77 lakh kg as against 5.6 lakh kg for the previous year. However, the revenue increased to '' 5.35 crore as against '' 4.25 crore on account of increase in the sales price from '' 64 per kg to '' 90 per kg resulting in improved performance.

ii. Coffee:

The Corporation''s coffee production for the year was 639 MT as compared to 562 MT for the previous year. The Corporation''s bought coffee fruit operations during the year produced 135 MT of clean coffee as against 57 MT in the previous year. The average price realized per tonne was '' 2.80 lakh as compared to '' 1.86 lakh in the previous year.

iii. Auto Electric Components Business (Electromags):

Turnover for the year was higher at '' 15,157 lakh as compared to '' 13,350 lakh in the previous year resulting in improved performance compared to the previous year.

iv. Health Care:

Dental products reported a significant increase in turnover at '' 2,917 lakh compared to '' 1,941 lakh in the previous year primarily due to opening up of the dental colleges and clinics post Covid-19. Better product mix and realization of higher prices for alloys resulted in substantial increase in profits from operations.

No material changes and commitments have occurred after the closure of year under review till the date of this report, which would affect the financial position of the Corporation.

c) Subsidiaries and Associate Companies

A report on the financial performance of each of the Subsidiaries and Associates included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of this Annual Report.

The Corporation has material listed Indian subsidiary, viz. Britannia Industries Limited.

In addition, the Corporation has material unlisted overseas subsidiaries viz. Leila Lands Limited and Associated Biscuits International Limited.

Pursuant to the acquisition of 11,68,000 shares of National Peroxide Ltd (NPL) by Baymanco Investments Limited, a wholly owned step down subsidiary of the Corporation, NPL has become an associate of the Corporation w.e.f. 10th January 2023.

d) Consolidated Financial Results

Overview of Performance

The Corporation has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. The Consolidated Financial Statements reflect the results of the Corporation and

those of its subsidiaries and associates. As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations, 2015"] the Audited Consolidated Financial Statements together with the Independent Auditors'' Report thereon are annexed and form part of this Annual Report.

Consolidated sale of products and services of the Corporation for the year ended 31 March 2023 was '' 1,630,339 lakh compared to '' 1,431,151 lakh in FY 2021-22, registering a growth of 14%. However, the Corporation has reported a loss of '' 53,350 lakhs for the year compared to profit of '' 80,865 lakhs in previous year in consolidated financial statement. This is primarily due to the provision in respect of investments made in Go Airlines (Go Air) and other financial obligations towards Go Air by the Subsidiaries of the Corporation as explained in detail herein below:

e) Investments in and financial obligations towards Go Air and impairment thereof

Historically, the Corporation has made several investments either directly or through its subsidiaries across diverse businesses and geographies to further its interests and consequently, its shareholder value.

These investments have been strategic in nature with a long term perspective. The day-to-day management has been left to their respective Boards with oversight from the Corporation''s Board.

Some of the investments over the years such as investments in North Borneo Timber(NBT) in 1954 and divested in FY1994-95, resulted in net gain of over 700 times. This exit provided an opportunity to acquire 25% [of the equity capital] in Britannia Industries Limited (BIL) in 1995 at the cost of '' 68 crores. This was followed by a takeover of the foreign partner''s 25% share in BIL in 2009 at the cost of '' 884 crores. The performance of BIL is self-evident. The Corporation''s share of this investment of

approximately '' 951 crores has gone up to '' 52,624 crores in 2023.

In some other cases the investments have been exited with a good profit. In case of investment in PT Indo Java, Indonesia, the Corporation entered with a cost of '' 2 lakhs and exited in 2010 with a profit of over 3000 times.

The airline business was identified by the Corporation as nascent potential growth area in India.

The Corporation, through its Wholly-Owned Subsidiaries, Sea Wind Investment & Trading Company Limited and Baymanco Investments Limited, invested '' 944 crores in the equity of Go Airlines representing 33% paid up equity of Go Airlines ("Go Air").

Go Air''s financial performance proved to be at par with its competitors, for several years, prior to the pandemic.

As part of its growth and expansion, Go Air opted to purchase 72 airbus aircraft (new engine option aircrafts) powered by Pratt & Whitney(P&W) Engines, which promised substantial fuel savings and reliability of 5 years on wing without major maintenance events. Unfortunately, the engine life was hardly one year requiring substantial changes and maintenance. This resulted in Go Air fleet being grounded between the years 2020 to 2023, on an average 31% to 50% of its total available aircrafts.

P&W provided the services required upto March 2020, including compensation for the grounded aircrafts, but defaulted thereafter, demanding substantial payments for the repairs of its defective engines. Unfortunately, P&W which had earlier provided spare engines, ceased to provide the same during this period. With more and more engines failing, 50% of its capacity was grounded. This resulted in Go Air having to sustain itself on 50% of revenue and 100% of costs.

Protracted discussions and negotiations with P&W with the promise of supply of engines did not materialise, leading to the dispute between the airline and its

engine supplier. With this, the financial situation of the Go Air deteriorated, despite the support provided by the promoters, including your Company, as well as the support by the Banks under the Emergency Credit Line Guarantee Scheme (ECLGS).

Despite Go Air''s best efforts, it was left with no option but to file an application for International Arbitration with the Singapore International Arbitration Centre in terms of its contract. An Emergency Arbitrator after hearing the parties ordered the supply of engines so that 5 aircraft would be airworthy by May''23 with a further 5 aircraft per month, resulting with the full fleet flying by September''23.

Unexpectedly P&W, a subsidiary of Raytheon Corporation, though having submitted themselves to International Arbitration before the Emergency Arbitrator refused to honour and execute the Emergency Arbitrator''s award. Go Air moved the arbitrator for the second time, who reaffirmed his earlier award and order. Unfortunately, P&W again refused to abide by the award of the International Arbitrator, which forced Go Air to move the US courts for execution of the arbitration order.

These actions seriously damaged the financials of the airline, with more engines failing and lessors demanding return of their aircrafts on account of the fact that P&W was not providing the engines required to sustain the airline. Considering all the above facts and circumstances, the Board of Go Air decided to file an application before the National Company Law Tribunal (NCLT) for initiation of Corporate Insolvency Resolution Process (CIRP), grant of an interim moratorium for Go Air to preserve the assets of Go Air and to keep it as a Going Concern in the larger public interest.

The NCLT vide its order admitted the application of Go Air under section 10 of IBC, 2016 and further ordered as under:

"As a necessary consequence, the moratorium in terms of Section 14(1)

(a), (b), (c), & (d) is declared, and the following prohibitions are imposed:

(a) The institution of suits or continuation of pending suits or proceedings against the Corporate Debtor including the execution of any judgment, decree or order in any court of law, tribunal, arbitration panel or other authority;

(b) Transferring, encumbering, alienating, or disposing of by the Corporate Debtor any of its assets or any legal right or beneficial interest therein;

(c) Any action to foreclose, recover or enforce any security interest created by the Corporate Debtor in respect of its property including any action under the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002;

(d) The recovery of any property by an owner or lessor, where such property is occupied by or in the possession of the Corporate Debtor.

NCLT also appointed Interim Resolution Professional (IRP) and ordered that the IRP will ensure to take all necessary steps including execution of arbitral award to keep Go Air as a Going Concern and run its services smoothly.

It is hoped that with the order of the NCLT, the Interim Resolution Professional and the outcome of the arbitration and proceedings in the US court, the airline will receive engines and retain its aircraft. This will enable it to revive itself and participate in what is now a profitable growing aviation sector.

Meanwhile, in keeping with prudent accounting standards, the investments and financial obligations whether direct or otherwise, have been fully provided for both in Standalone and Consolidated Accounts - details of the provisions appear in the Notes of the Accounts.

It may be mentioned that some of the [lessors] moved the National Company Law Appellate Tribunal, which has refused to interfere with the NCLT Order.

f) Share Capital

The issued, subscribed and paid-up Share Capital of the Corporation stood at '' 1,395.44 lakh as at 31 March 2023 comprising of 6,97,71,900 Equity Shares

of '' 2 each fully paid-up. There was no change in share capital during the year under review.

g) Non-Convertible Debentures

i. The Corporation during the year under review, issued below mentioned Secured Unlisted Redeemable Non-Convertible

Debentures (''NCDs'') on a private placement basis.

Sr.

No.

Name of the Instrument

Issue Size (in '')

Allotment

date

Redemption

date

Rate of Interest

1

500 Fully paid, rated, secured, unlisted, redeemable, NonConvertible Debentures of the face value of ''10,00,000/- each, having ISIN INE050A07071

50 Crs

28-03-2023

23-04-2024

9.25% p.a payable quarterly

ii) During the year under review, the Corporation has redeemed the following NonConvertible Debentures:

Sr.

No.

Name of the Instrument

Issue Size (in

'')

Allotment

date

Redemption

date

Rate of Interest

1

Series A - Senior Secured Rated Listed Redeemable Non-Convertible Debentures of the face value of '' 10,00,000/- each, having ISIN INE050A07022

50 Crs.

30-04-2020

30-04-2022

8.80% p.a.p.q.

2

12,500 Senior Secured, Rated, Listed, Principal Protected, Redeemable, Market Linked NonConvertible Debentures of the face value of '' 1,00,000/- each, having ISIN INE050A07055

125 Crs

30-03-2021

29-03-2023

Coupon amount paid on due date.

The above NCDs were listed on Wholesale Debt Market (''WDM'') Segment of BSE Limited.

iii) The Corporation has also redeemed the following NCDs in April 2023 out of sale proceeds from Coffee Estates:

Sr.

No.

Name of the Instrument

Issue Size (in '')

Allotment

date

Redemption

date

Rate of Interest

1.

Rated, Secured, Senior, Listed, Transferable, Redeemable, Principal Protected Market Linked Non-Convertible Debentures of the face value of '' 10,00,000/- each, having ISIN INE050A07063

50 Crs

25-10-2021

24-01-2024

Coupon amount paid on redemption

2.

Series B Senior Secured Rated Listed Redeemable Non-Convertible Debentures of the face value of '' 10,00,000/- each, having ISIN INE050A07030

50 Crs

30-04-2020

30-04-2023

8.80%

p.a.p.q.

3.

Senior Secured Rated Listed Redeemable Non-Convertible Debentures of the face value of '' 10,00,000/- each, having ISIN INE050A07048

75 Crs

28-09-2020

28-09-2023

8.80%

p.a.p.q.

h) Dividend

Your Directors are pleased to recommend a dividend of '' 1.20 per share of the face value of '' 2 each (previous year '' 1.20 per share). The dividend, if approved by the shareholders at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear in the Register of Members of the Corporation as on the Book Closure Date. The total dividend payout amounts to '' 837 lakhs.

i) Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied with.

j) Reserves

Your Company does not propose to transfer any amount to the reserves for financial year 2022-23.

k) The change in the nature of business, if any

There is no change in Nature of business except that the Corporation has divested the coffee business for economic reasons.

l) A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent directors appointed during the year

The Board is satisfied of the integrity, expertise and experience (including proficiency in terms of section 150(1)

of the Companies Act, 2013 and applicable rues thereunder) of all Independent Directors on the Board. In terms of section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 Independent Directors of the Company have already undertaken requisite steps towards the inclusion of their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

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

Information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo in accordance with the provisions of clause (m) of sub- section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure A to this Report.

III. DIRECTORS

a) Appointment / Re-appointment

Non-Executive Director

In accordance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Articles of Association of the Corporation, Mr. Nusli N. Wadia, Chairman & Non-Executive Director, retires by rotation at the ensuing Annual General Meeting (''AGM'') and being eligible, offers himself for reappointment.

Independent Directors

During the year under review, there was change in the composition of the Board of Directors.

Mrs. Chandra Iyengar (DIN: 02821294), was appointed as an Additional Director in the category of Non-Executive Independent Woman Director of the Corporation by the Board on the recommendation of Nomination and Remuneration Committee of the Board with effect from 23rd November, 2022. The Members of the Corporation have approved the appointment of Mrs. Chandra Iyengar as the Independent Women Director of the Corporation vide resolution passed with requisite majority through postal ballot by the members on 20th February, 2023.

Mrs. Gauri Atul Kirloskar (DIN: 03366274), Independent Woman Director of the Corporation resigned from the Board of Directors of the Corporation with effect from 9th January, 2023.

b) Declaration by Independent Directors

The Corporation has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Act and the SEBI (LODR) Regulations, 2015.

c) Board Evaluation

Pursuant to the applicable provisions of the Act and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board undertook an annual performance evaluation of its performance and that of its Committees viz. Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee, CSR Committee, Risk Management Committee and of the individual Directors. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

d) Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration

Committee, has formulated a Policy for the remuneration of Directors and Senior Management. Brief details of the Policy are provided in the Corporate Governance Report and also posted on the website of the Corporation at www. bbtcl.com/policies.

e) Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 (''the Act''), the Directors, to the best of their knowledge and ability, confirm that:

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

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation at 31 March 2023 and of the profit/loss of the Corporation for the year ended on that date;

iii) they have 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 Corporation and for preventing and detecting fraud and other irregularities;

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

v) they have laid down internal financial controls to be followed by the Corporation and that such internal financial controls are adequate and were operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by

the Corporation, reports of the internal, statutory, cost, and secretarial auditors duly reviewed by the management and the Board including the Audit Committee, the Board is of the opinion that the Corporation''s internal financial controls were adequate and operating effectively during the FY 2022-23.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility (''CSR'') Committee comprising of three Directors of which one is an Independent Director. The CSR Policy of the Corporation and initiatives taken by the Corporation with respect to Corporate Social Responsibility during the year under review are in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The requisite details are appended to this Report as Annexure B.

V. EMPLOYEES

a) Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Corporation are Mr. Ness Wadia, Managing Director and Mr. N. H. Datanwala, Chief Financial Officer. Mr. Sanjay Kumar Chowdhary, Company Secretary has resigned from the services of the Corporation with effect from 24th April 2023.

b) Particulars of Employees

The information as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this Report as Annexure C.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members and others entitled thereto, excluding the information on employees'' particulars as required under Rule 5(2) of the aforesaid Rules. The said information is available for inspection by the members at the Registered Office of the Corporation during business hours on working days up to the date of the

ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Corporation and the same will be furnished on request.

c) Disclosure on Sexual Harassment of Women at Workplace

The Corporation has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Corporation has not received any complaint on sexual harassment in FY 2022-23.

VI. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report.

VII. GOVERNANCE / SECRETARIALa) Corporate Governance Report

In accordance with the provisions of the SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance along with the Certificate on compliance of the conditions of Corporate Governance as issued by the Company Secretary in Practice is appended to this Report as Annexure D.

b) Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Business Responsibility & Sustainability Report of the Corporation for the FY 2022-23 forms part of this Annual Report.

c) Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies

(Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Corporation and can be accessed at www.bbtcl.com/ investor-relations-annual-return/

d) Board Meetings:

During the year, eight Board Meetings were duly convened and held. The details of Board and its Committees meetings are given in the Corporate Governance Report that forms part of this Annual Report.

e) Whistle Blower Policy

The details of the Whistle Blower Policy are given in the Corporate Governance Report.

f) Related Party Transactions

The Corporation has formulated a Policy on Related Party Transactions which is disclosed on its website www.bbtcl. com/policies/

All transactions entered into with related parties as defined under the Act, Indian Accounting Standards (Ind AS 24) and Regulations 2(1)(zc) and 23 of the SEBI (LODR) Regulations, 2015 during the year under review, were in the ordinary course of business and on an arms'' length basis and did not attract the provisions of Section 188 of the Act. With regard to transactions with Related parties under the provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015, prior approval of the Audit Committee was obtained wherever required.

During the year under review, the Corporation had not entered into any contract/ arrangement/transactions with related parties which could be considered as material in nature. Accordingly, there are no material related party transactions to be reported in Form AOC-2.

Disclosures pertaining to transactions with related parties are given in Note no.48 of the Notes forming part of the Standalone Financial Statements for the FY 2022-23.

g) Risk Management

Your Corporation has a well-defined risk management framework and organizational structure in place for managing and reporting risks periodically. The details of the Risk Management Committee are covered in the Corporate Governance Report.

h) Insurance

The Corporation''s plant and machinery, building, stocks and assets are adequately insured.

i) Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in Note No.46 forming part of the Standalone Financial Statements.

j) Significant & Material Orders Passed by the Regulators

Singampatti Land matter

Members are aware that the Corporation has been cultivating tea and carrying on all its plantation activities at Singampatti tea estate Tamil Nadu under a valid lease since 1929.

This lease land was classified as forest land by Tamil Nadu government in February 2018. Further, the said land has been classified as Tiger reserve under the Wildlife Protection Act, despite the fact that the Corporation has a bustling township on the said land. The Tamil Nadu government, however, upheld the lease rights and allowed the Corporation to continue its plantation activities. The Corporation is contesting these matters before the Madras High Court.

During the financial year 2018-2019, the Commissioner of Land Administration in Tamil Nadu passed an order cancelling the lease for violation of conditions with regard to the clearing of certain areas. The Corporation has challenged the said order before the Madras High Court by way of Writ. The said writ has been admitted and interim relief restraining

the Government from interfering with lawful operations and ingress and egress by the Corporation.

Also, in February 2018, the Government authorities in Tamil Nadu demanded increased lease rental in respect of the lease land retrospectively from 1958 to 2018 amounting to '' 22,396 lakh. In January 2019, a further demand of '' 796 lakh as increased rental for the year 2019 was also raised. The Corporation has challenged both these demands by way of Writ Petition before Madras High Court. The said Writs have been admitted and stay has been granted.

While all these matters are pending before the court, the operations at Singampatti have been ongoing and continuing.

There are no other significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Corporation''s operations in future.

VIII. AUDITORS

a) Statutory Auditors

At the 155th Annual General Meeting ("AGM") held on 24th July, 2020, Members had appointed M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013) as Statutory Auditors of the Corporation, for a period of five (5) consecutive years from the conclusion of the 155th AGM till the conclusion of 160th AGM of the Corporation to be held in the year 2025.

b) Cost Audit

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s GLS & Associates (GLS) as Cost Auditors of the Plantations and Electromags

Division of the Corporation for FY 2023-24 at a remuneration of '' 2,50,000/- plus taxes as applicable and reimbursement of actual out of pocket expenses. The remuneration payable to them is required to be ratified by the shareholders at the ensuing Annual General Meeting.

The Cost Audit Report for the FY 21-22 was filed with the Ministry of Corporate Affairs on 9th November, 2022.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Corporation appointed Mr. Tushar Shridharani, Practicing Company Secretary as Secretarial Auditor for FY 2022-23. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. The Report of the Secretarial Auditor is appended as Annexure E.

d) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Corporation by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

e) Auditors'' Qualifications

Statutory Auditors'' Report, Cost Auditors'' Report and Secretarial Auditors'' Report do not contain any qualification, reservation or adverse remarks on Standalone Financial Statements.

However, the statutory Auditors'' Report on Consolidated Financial Statements contains qualified opinion on the matters pertaining to unavailability of audited/ reviewed financial results of Go Airlines for the period from 1st January, 2023 to 31st March, 2023. The qualifications are self-explanatory.

IX. DEPOSITS

Your Corporation has not accepted during the year any deposits from the public or its employees within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

X. INTERNAL FINANCIAL CONTROLS

Your Corporation maintains adequate and effective internal control systems which are commensurate with the nature, size, and complexity of its business and ensures orderly and efficient conduct of the Corporation''s business. The internal control systems in all Divisions of the Corporation including the Corporate office are routinely tested and verified by independent Internal Auditors and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Corporation''s internal control requirement and monitors the implementation of audit recommendations.

Your Corporation has in place adequate Internal Financial Controls with reference to Financial Reporting which ensure adherence to the Corporation''s policies, safeguarding of its assets, maintaining proper accounting records, and providing reliable financial information. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

XI. OTHERS

Your Directors state that no disclosure or reporting is required in respect of

the following items as there were no transactions pertaining to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Corporation (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. The Corporation does not have any scheme of provision for the purchase of its own shares by employees or by trustees for the benefit of employees.

XII.ACKNOWLEDGEMENTS

Your Directors thank all Customers, Shareholders, Suppliers, Bankers, Employees and other business associates for their continued support.

On behalf of the Board

Nusli N Wadia

Chairman (DIN: 00015731)

Mumbai, 26th May, 2023


Mar 31, 2022

Your Directors hereby present their 157th Annual Report together with Audited Financial Statements for the year ended 31 March 2022:

I. FINANCIAL PERFORMANCE:a) Standalone Financial Results

('' in Lakh)

Particulars

31.03.2022

31.03.2021

Total Revenue

41,188

31,515

Profit/(Loss) Before Tax

2,816

379

Profit/(Loss) After Tax

989

280

Retained Earnings

3,096

3,556

b) Overview of Performance

During the FY 2021-22, the Corporation achieved a total revenue of '' 41,188 lakh compared to '' 31,515 lakh in FY 2020-21. This includes dividend of '' 2,978 lakh from overseas subsidiary as compared to '' 5,975 lakh in the previous year. Thus, the total revenue of '' 33,942 lakh at operating level for FY 2021-22 was higher compared to '' 20,768 lakh for the previous year.

No material changes and commitments have occurred after the closure of year under review till the date of this report, which would affect the financial position of the Corporation.

However, the continued impact of the outbreak of Covid-19 pandemic since March 2020, has to date moderate impact on the businesses of the Corporation. The Corporation had taken necessary measures to mitigate the impact and challenges arising by it. In view of the resurgence of Covid-19 and uncertainty arising out of the same, the Corporation continues to closely monitor the situation and the impact arising out of the same and take all possible mitigation measures.


Division wise performance:

i. Tea:

Overall tea production, including bought leaf was lower at 41.72 lakh kg as compared to 42.08 lakh kg for the previous year. Total tea sales were at 44.16 lakh kg as compared to 42.40 lakh kg for previous year. The average selling price of tea was at '' 143 per kg against '' 150 per kg for the previous year.

Production of tea at Tanzania estates was 5.4 lakh kg as against 5.1 lakh kg for the previous year. The sales were at 5.6 lakh kg as against 4.5 lakh kg for the previous year. However, the revenue increased to '' 4.1 crore as against '' 3.1 crore on account of increase in sales volume by 1.09 lacs kgs during the year.

ii. Coffee:

The Corporation''s coffee production for the year was 562 MT as compared to 695 MT for the previous year. The Corporation''s bought coffee fruit operations during the year produced NIL of clean coffee as against 185 MT in the previous year. The average price realized per tonne was '' 1.86 lakh as compared '' 1.89 lakh in the previous year.

iii. Auto Electric Components Business (Electromags):

Turnover for the year was higher at '' 13,350 lakh as compared to '' 10,346 lakh in the previous year.

iv. Health Care:

Dental products reported a significant increase in turnover at '' 1,862 lakh compared to '' 1,020 lakh in the previous year primarily due to opening up of the dental colleges and clinics.

c) Subsidiaries and Associate Companies

A report on the financial performance of each of the Subsidiaries and Associates included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of this Annual Report.

The Corporation has material listed Indian subsidiary, viz. Britannia Industries Limited.

During the year under review, Go Airlines (India) Limited became the Associate Company of the Corporation w.e.f. 12th May, 2021.

d) Consolidated Financial Results

The Corporation has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. The Consolidated Financial Statements reflect the results of the Corporation and those of its subsidiaries and associates. As required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI

(LODR) Regulations, 2015"] the Audited Consolidated Financial Statements together with the Independent Auditors'' Report thereon are annexed and form part of this Annual Report.

Consolidated sale of products and services of the Corporation for the year ended 31 March 2022 was '' 1,434,841 lakh compared to '' 1,339,617 lakh in FY 2020-21, registering a growth of 7%. The Consolidated Net Profit before tax for the year ended 31 March 2022 was '' 151,417.17 lakh as compared to '' 212,428 lakh in the previous year. The Consolidated Net Profit after tax for the year ended 31 March 2022 was at '' 80,864 lakh compared to '' 127,774 lakh for the previous year.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements of the Corporation including the consolidated financial statements, and the audited accounts of all the subsidiaries, are available on the Corporation''s website www.bbtcl. com.

e) Share Capital

The issued, subscribed and paid-up Share Capital of the Corporation stood at '' 1,395.44 lakh as at 31 March 2022 comprising of 6,97,71,900 Equity Shares of '' 2 each fully paid-up. There was no change in share capital during the year under review.

f) Non-Convertible Debentures

In addition to the Non-Convertible Debentures issued earlier, the Corporation during the year under review, issued below mentioned Secured Redeemable Non-Convertible Debentures (''NCDs'') on a private placement basis.

Sr.

No.

Name of the Instrument

Issue Size (in

'')

Allotment

date

Redemption

date

Rate of Interest

1

500 Secured, Rated, Listed, Redeemable Principal Protected, Market Linked Non-Convertible Debentures of the face value of '' 10,00,000/- each

50 Crs

25-10-2021

24-01-2024

Coupon on XIRR basis is linked to the performance of Underlying/ Reference Index.

The above NCDs are listed on Wholesale Debt Market (''WDM'') Segment of BSE Limited.


g) Dividend

Your Directors are pleased to recommend a dividend of '' 1.20 per share of the face value of '' 2 each (previous year '' 1.20 per share). The dividend, if approved by the shareholders at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear in the Register of Members of the Corporation as on the Book Closure Date. The total dividend payout amounts to '' 837 lakhs.

h) Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly complied with.

i) Reserves

Your Company does not propose to transfer any amount to the reserves for financial year 2021-22.

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

Information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo in accordance with the provisions of clause (m) of sub- section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure A to this Report.

III. DIRECTORSa) Appointment/ Re-appointment

The shareholders at the 156th Annual General Meeting of the Corporation held on 13 September 2021, resolved not to fill vacancy in place of the retiring director Mr. Jehangir N Wadia (DIN: 00088831), who had not offered himself for reappointment in terms of Section 152 of the Companies Act, 2013. In view of the above, Mr. Jehangir N Wadia ceased to be the Director of the Corporation with effect from 13 September 2021.

During the year under review, there was no other change in the composition of the Board of Directors.

In accordance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Articles of Association of the Corporation, Dr.(Mrs.) Minnie Bodhanwala, Non Executive Director, retires by rotation at the ensuing Annual General Meeting (''AGM'') and being eligible, offers herself for re-appointment. Your Directors recommend the re-appointment of Dr.(Mrs.) Minnie Bodhanwala as a Director of the Corporation.

The Members of the Corporation had approved the re-appointment of Mr. Rajesh Batra as a Non- Executive, Independent Director of the Corporation at the 156th Annual General Meeting held on 13 September 2021 for a second term of 5 consecutive years with effect from 30 March 2022.

Dr. Y S P Thorat was appointed as an Independent Director of the Company with effect from 4th February, 2019 for a term of 5 years i.e upto 3rd February, 2024. Pursuant to the provisions of the Regulation 17(1 A) of SEBI (LODR) Regulations, 2015, the listed Company shall not appoint or continue the directorship of a person who has attained the age of 75 years unless special resolution by the shareholders is passed to that effect. Dr. Thorat would attain the age of 75 years in November 2022, In this regard, the Board of Directors at their Meeting held on 30th May, 2022, on the recommendation of the Nomination and Remuneration Committee, recommended the continuation of directorship of Dr. Y.S.P Thorat, Non-Executive Independent Director, for approval of the Members of the Corporation by way of special resolution.

b) Declaration by Independent Directors

The Corporation has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Act and the SEBI (LODR) Regulations, 2015.

c) Board Evaluation

Pursuant to the applicable provisions of the Act and Regulation 19 of the SEBI (LODR) Regulations, 2015, the Board undertook an annual performance evaluation of its performance and that of its Committees viz. Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee, CSR Committee, Risk Management Committee and of the individual Directors. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

d) Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee, has formulated a Policy for the remuneration of Directors and Senior Management. Brief details of the Policy are provided in the Corporate Governance Report and also posted on the website of the Corporation at www. bbtcl.com.

e) Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 (''the Act''), the Directors, to the best of their knowledge and ability, confirm that:

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

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation at 31 March 2022 and of the profit of the Corporation for the year ended on that date;

iii) they have 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 Corporation and for preventing and detecting fraud and other irregularities;

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

v) they have laid down internal financial controls to be followed by the Corporation and that such internal financial controls are adequate and were operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Corporation, reports of the internal, statutory, cost, and secretarial auditors duly reviewed by the management and the Board including the Audit Committee, the Board is of the opinion that the Corporation''s internal financial controls were adequate and operating effectively during the FY 2021-22.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility (''CSR'') Committee comprising of three Directors of which one is an Independent Director. The CSR Policy of the Corporation and initiatives taken by the Corporation with respect to Corporate Social Responsibility during the year under review are in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The requisite details are appended to this Report as Annexure B.

V. EMPLOYEES

a) Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Corporation are Mr. Ness Wadia, Managing Director, Mr. N. H. Datanwala, Chief Financial Officer and Mr. Sanjay Kumar Chowdhary, Company Secretary.

b) Particulars of Employees

The information as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this Report as Annexure C.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members and others entitled thereto, excluding the information on employees'' particulars as required under Rule 5(2) of the aforesaid Rules. The said information is available for inspection by the members at the Registered Office of the Corporation during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Corporation and the same will be furnished on request.

c) Disclosure on Sexual Harassment of Women at Workplace

The Corporation has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Corporation has not received any complaint on sexual harassment in FY 2021-22.

VI. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report.

VII. GOVERNANCE / SECRETARIAL

a) Corporate Governance Report

In accordance with the provisions of the SEBI (LODR) Regulations,

2015, a separate report on Corporate Governance along with the Certificate on compliance of the conditions of Corporate Governance as issued by the Company Secretary in Practice is appended to this Report as Annexure D.

b) Business Responsibility Report

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Business Responsibility Report of the Corporation for the FY 2021-22 forms part of this Annual Report.

c) Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the annual return is placed on the website of the Corporation and can be accessed at www.bbtcl.com.

d) Board Meetings:

During the year, five Board Meetings were duly convened and held. The details of Board and its Committees meetings are given in the Corporate Governance Report that forms part of this Annual Report.

e) Whistle Blower Policy

The details of the Whistle Blower Policy are given in the Corporate Governance Report.

f) Related Party Transactions

The Corporation has formulated a Policy on Related Party Transactions which is disclosed on its website www.bbtcl. com.

All transactions entered into with related parties as defined under the Act, Indian Accounting Standards (Ind AS 24) and Regulations 2(1)(zc) and 23 of the SEBI (LODR) Regulations, 2015 during the year under review, were in the ordinary course of business and on an arms'' length basis and did not attract the provisions of Section 188 of the Act. With regard to transactions with Related parties under the provisions of Regulation 23 of the SEBI (LODR) Regulations, 2015, prior approval of the Audit Committee was obtained wherever required.

During the year under review, the Corporation had not entered into any contract/ arrangement/transactions with related parties which could be considered as material in nature. Accordingly, there are no material related party transactions to be reported in Form AOC-2.

Disclosures pertaining to transactions with related parties are given in Note no.48 of the Notes forming part of the Standalone Financial Statements for the FY 2021-22.

g) Risk Management

Your Corporation has a well-defined risk management framework and organizational structure in place for managing and reporting risks periodically. The details of the Risk Management Committee are covered in the Corporate Governance Report.

h) Insurance

The Corporation''s plant and machinery, building, stocks and assets are adequately insured.

i) Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in Note No.46 forming part of the Standalone Financial Statements.

j) Significant & Material Orders Passed by the RegulatorsSingampatti Land matter

Members are aware that the Corporation has been cultivating tea and carrying on all its plantation activities at Singampatti tea estate Tamil Nadu under a valid lease since 1929.

This lease land was classified as forest land by Tamil Nadu government in February 2018. Further, the said land has

been classified as Tiger reserve under the Wildlife Protection Act, despite the fact that the Corporation has a bustling township on the said land. The Tamil Nadu government, however, upheld the lease rights and allowed the Corporation to continue its plantation activities. The Corporation is contesting these matters before the Madras High Court.

During the financial year 2018-2019, the Commissioner of Land Administration in Tamil Nadu passed an order cancelling the lease for violation of conditions with regard to the clearing of certain areas. The Corporation has challenged the said order before the Madras High Court by way of Writ. The said writ has been admitted and interim relief restraining the Government from interfering with lawful operations and ingress and egress by the Corporation.

Also, in February 2018, the Government authorities in Tamil Nadu demanded increased lease rental in respect of the lease land retrospectively from 1958 to 2018 amounting to '' 22,396 lakh. In January 2019, a further demand of '' 796 lakh as increased rental for the year 2019 was also raised. The Corporation has challenged both these demands by way of Writ Petition before Madras High Court. The said Writs have been admitted and stay has been granted.

There are no other significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Corporation''s operations in future.

Compounding application filed with Reserve Bank of India

The Corporation filed an Application to the Reserve Bank of India ("RBI") for compounding of certain contraventions of the provisions of the Foreign Exchange Management Act, 1999 and the regulations issued thereunder.

a) RBI considered the application and vide its order number CA No 53981 2021 dated February 18, 2022 compounded all contraventions

subject to payment of '' 2,63,60,724 as compounding fees by the Corporation.

b) As directed; the Corporation has paid compounding fees on 4 March 2022.

VIII. AUDITORSa) Statutory Auditors

At 155th Annual General Meeting ("AGM") held on 24th July, 2020, Members had appointed M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013) as Statutory Auditors of the Corporation, for a period of five (5) consecutive years from the conclusion of the 155th AGM till the conclusion of 160th AGM of the Corporation to be held in the year 2025.

b) Cost Audit

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Act. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s GLS & Associates (GLS) as Cost Auditors of the Plantations and Electromags Division of the Corporation for FY 2022-23 at a remuneration of '' 2,50,000/- plus taxes as applicable and reimbursement of actual out of pocket expenses. The remuneration payable to them is required to be ratified by the shareholders at the ensuing Annual General Meeting.

The Cost Audit Report for the FY 20-21 was filed with the Ministry of Corporate Affairs on 30th November, 2021.

c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Corporation appointed Mr. Tushar Shridharani, Practicing Company Secretary as Secretarial Auditor for FY

2021-22. The Secretarial Audit Report does not contain any qualification, reservation, or adverse remark. The Report of the Secretarial Auditor is appended as Annexure E.

d) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Corporation by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

e) Auditors'' Qualifications

Statutory Auditors'' Report, Cost Auditors'' Report and Secretarial Auditors'' Report do not contain any qualification, reservation or adverse remarks.

IX. DEPOSITS

Your Corporation has not accepted during the year any deposits from the public or its employees within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

X. INTERNAL FINANCIAL CONTROLS

Your Corporation maintains adequate and effective internal control systems which are commensurate with the nature, size, and complexity of its business and ensures orderly and efficient conduct of the Corporation''s business. The internal control systems in all Divisions of the Corporation including the Corporate office are routinely tested and verified by independent Internal Auditors and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Corporation''s internal control requirement and monitors the implementation of audit recommendations.

Your Corporation has in place adequate Internal Financial Controls with reference to Financial Reporting which ensure adherence to the Corporation''s policies, safeguarding

of its assets, maintaining proper accounting records, and providing reliable financial information. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

XI. OTHERS

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

4. Voting rights which are not directly exercised by the employees in respect of

shares for the subscription/ purchase of which loan was given by the Corporation (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. The Corporation does not have any scheme of provision for the purchase of its own shares by employees or by trustees for the benefit of employees.

XII. ACKNOWLEDGEMENTS

Your Directors thank all Customers, Shareholders, Suppliers, Bankers, Employees and other business associates for their continued support.

On behalf of the Board

Nusli N Wadia

Chairman (DIN: 00015731)

Mumbai, 14 July, 2022


Mar 31, 2018

The Directors hereby present their 153rd Annual Report together with Audited Financial Statements for the year ended 31st March, 2018:

I. Financial Performance:

a) Standalone Financial Results

(Rs. in Lakhs)

Particulars

31.03.2018

31.03.2017

Total Revenue

24,725

31,852

Profit/(Loss) Before Tax

(3,091)

(356)

Profit/(Loss) After Tax

(2,583)

(320)

Retained Earnings

9,744

13,408

Dividend (including tax thereon)

841

841

b) Overview of Performance

During the Financial Year 2017-18 the Corporation achieved a gross income of Rs.24,725 lakhs compared to Rs.31,853 lakhs in Financial Year 2016-17. This includes income of Rs.1,312 lakhs on account of profit on the sale of residential premises, as compared to the income of Rs.2,480 lakhs on account of profit on the sale of residential premises/shares in the previous year. The gross income of Rs.23,413 lakhs at operating level was lower compared to Rs.29,372 lakhs for the previous year.

The overall performance was severely impacted due to the under performance of the Corporation’s plantation divisions i.e. Tea and Coffee.

The total Tea production was adversely impacted by the un-precedented incident of tea mosquito bugs due to erratic weather conditions and curtailment of Bought Leaf operations due to quality of Bought Leaf during the year. This resulted in lower production of Tea by 19% over the previous year. With regard to Coffee, the year under review was an unusual year during which the production across Coorg region was lower by almost 50% on account of continuous drought like condition during the growing period over last 2 years. Your Corporation’s production of Coffee at 273 tonnes was the lowest over past few decades. The overall coffee production was lower by 37% over the previous year. This severely impacted the performance of Coffee.

Electromags division though it continued to operate profitably, could not grow due to migration to Bharat Stage IV norms for vehicles and pressure from OEM customers for price reduction, in spite of increase in the cost of raw materials like copper, brass, steel, etc.

Dental Product division performed satisfactorily in both impression material and polymer business despite the drop the sale of alloys.

As a result, the overall loss for the year was substantially higher at Rs.2,583 lakhs, as compared to a loss of Rs.320 lakhs for the previous year. However the loss for the year, excluding profit on the sale of assets/shares, amounted to Rs.3,895 lakhs, compared to a loss of Rs.2,799 lakhs for the previous year.

No material changes and commitments have occurred after the closure of year under review till the date of this report, which would affect the financial position of the Corporation.

Division wise performance:

i. Tea:

Production of own Tea at South India Plantation was 46.49 lakhs kgs, as against 47.62 lakhs kgs for the previous year. Overall production including Bought Leaf was lower at 52.32 lakhs kgs compared to 64.41 lakhs kgs for the previous year due to lower production and curtailment of Bought Leaf operations. This resulted in lower turnover of Rs.65.62 crores, compared to Rs.79.96 crores in the previous year. The average selling price of tea per kg was at Rs.124 per kg against Rs.123 per kg for the previous year. As a result, the increase in wage costs and other input costs over previous year were required to be absorbed in the working. Production of Tea at Tanzania Estate was 7.57 lakhs kgs as against 5.44 lakhs kgs for the previous year. The turnover of Rs.6.20 crores as against Rs.4.79 crores of previous year and the average selling price of ‘89 per kg as against Rs.80 per kg for the previous year, resulted in the better performance.

ii. Coffee:

The Corporation’s Coffee production for the year was 273 tonnes as compared to 669 tonnes for the previous year. The production for the year has been lowest in recent history due to unfavourable weather conditions all across the Coorg coffee plantation. The Corporation, to augment the lower production, procured 150 tonnes from outsourced Beans as against no outsourced Beans in the previous year. Despite the downward pricing trend for coffee in Europe, the Corporation has been able to achieve marginally higher selling prices at Rs.2 lakhs /tonnes compared to Rs.1.6 lakhs/tonnes in the previous year.

iii. Electromags:

The turnover for the year was lower at Rs.97.6 crores, compared to Rs.100.8 crores, for the previous year. The performance of the division was impacted due to migration to Bharat Stage IV norms resulting in lower turnover almost by Rs.4 crores particularly in exports as domestic sales were almost same as last year. Further higher raw material costs and pressure on selling price by the customers affected profitability.

iv. Health Care:

Dental products business performed satisfactorily and reported marginally lower turnover of Rs.24.5 crores, compared to Rs.25.4 crores, in the previous year.

c) subsidiaries and Associate Companies Financial Performance

A report on the financial performance of each of the Subsidiaries and Associates included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of this Annual Report. The Corporation has only one material listed Indian subsidiary, viz. Britannia Industries Limited.

Significant Developments during the year

During the year under review, N. W. Exports Limited (‘NWE’) and Sunflower Investments & Textiles Limited (‘SITL’) merged with Nowrosjee Wadia & Sons Ltd. (‘NWS’) pursuant to a Scheme of Arrangement and the shares held by NWE and SITL in the Corporation vested in the name of NWS. NWS hold 2,33,53,225 equity shares of the Corporation representing 33.47% of it’s paid-up share capital. Accordingly, your Corporation is an associate of NWS.

d) Consolidated Financial Results

The Corporation has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. The Consolidated Financial Statements reflect the results of the Corporation and those of its subsidiaries and associates. As required under Regulation 33 of the Listing Regulations the Audited Consolidated Financial Statements together with the Independent Auditors’ Report thereon are annexed and form part of this Annual Report.

In the Consolidated Financial Statements, the comparative information presented for the year ended 31st March, 2017 has been restated to give effect to the adjustments, arising from the acquisition of additional equity shares of The Bombay Dyeing and Manufacturing Company Limited (‘BDMC’) by the Corporation on 20th March, 2017 which resulted in BDMC becoming an associate of the Corporation effective that date, in accordance with equity method prescribed under Ind AS 28 -’Investments in Associates and Joint Ventures’ as stated in the Notes forming part of the Consolidated Financial Statements.

Consolidated sale of products and services of the Corporation for the year ended 31st March, 2018 was Rs.1,031,581 lakhs compared to with Rs.971,288 lakhs in 2016-2017, registering a growth of 6.21%. Consolidated Net Profit for the year ended 31st March 2018 has been at Rs.77, 265 lakhs compared to Rs.85,846 lakhs for the previous year.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements of the Corporation including the consolidated financial statements, and the audited accounts of all the subsidiary, are available on the Corporation’s website http://bbtcl.com/ investor-relations/annual-reports/.

e) Share Capital

The issued, subscribed and paid-up Share Capital of the Corporation stood at Rs.1,395.44 lakhs as at 31st March, 2018 comprising of 6,97,71,900 Equity Shares of Rs.2 each fully paid-up. There was no change in share capital during the year under review.

f) Non-Convertible Debentures:

During the year under review, the Corporation issued 1500 Secured Redeemable Non-Convertible Debentures (‘NCDs’) of the face value of Rs.10,00,000 each aggregating Rs.150 Crores on a private placement basis. The said NCDs bear interest rate of 8.44% p.a. and are redeemable on 30th April, 2020. The said NCDs are listed on WDM Segment of BSE Limited.

g) Dividend

Your Directors are pleased to recommend a dividend of Rs.1 per share of the face value of Rs.2 each (previous year Rs.1 per share). The dividend, if approved by the shareholders at the ensuing Annual General Meeting, will be paid to those shareholders whose names appear in the Register of Members of the Corporation as on the Book Closure Date. The total dividend payout amounts to Rs.839.78 lakhs including dividend distribution tax of Rs.142.06 lakhs.

h) Secretarial standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly complied with by the Corporation.

ii. conservation of energy, technology absorption and foreign exchange earnings and outgo

Information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the provisions of clause (m) of sub- section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure A to this Report.

III. directors

a) Appointment/Re-appointment

During the year under review, there was no change in the composition of the Board of Directors.

In accordance with the applicable provisions of the Companies Act, 2013 (‘the Act’) and the Articles of Association of the Corporation, Mr. Jehangir N. Wadia, Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend the re- appointment of Mr. Jehangir N. Wadia as a Director of the Corporation.

SEBI vide its Notification dated 9th May, 2018 amended Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations, 2015 or ‘SEBI (LODR) Regulations, 2015’), to state that a non-executive director who has attained the age of 75 years shall be appointed, or continue, as a Director after obtaining approval of shareholders by special resolution. The said amendment will be effective from 1st April, 2019. Accordingly, it is proposed to place special resolutions before the shareholders of the Corporation for continuation of four Directors of the Corporation viz; Mr. A. K. Hirjee, Mr. D. E. Udwadia, Mr. M. L. Apte who are above the age of 75 years and Mr. Nusli Wadia, Chairman of the Corporation who will attain the age of 75 years before 1st April, 2019.

b) Declaration by Independent Directors

The Corporation has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under of the Act, and the SEBI (LODR) Regulations, 2015.

c) Board Evaluation

Pursuant to the applicable provisions of the Act, and Regulation 19 of the SEBI (LODR) Regulations, 2015 the Board undertook an annual performance evaluation of its performance and that of its Committees viz. Audit Committee Stakeholders’ Relationship Committee and Nomination and Remuneration Committee and of the individual Directors. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

d) Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee, has formulated a Policy for the remuneration of Directors and Senior Management. Brief details of the Policy are provided in the Corporate Governance Report and also posted on the website of the Corporation (http:// bbtcl.com/remuneration-policy/).

e) directors’ responsibility statement

Pursuant to Section 134(5) of the Companies Act, 2013 (‘the Act’), the Directors, to the best of their knowledge and ability, confirm that:

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

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation at 31st March, 2018 and of the loss of the Corporation for the year ended on that date;

iii) they have 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 Corporation and for preventing and detecting fraud and other irregularities;

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

v) they have laid down internal financial controls to be followed by the Corporation and that such internal financial controls are adequate and were operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Corporation, reports of the internal, statutory, cost and secretarial auditors duly reviewed by the management and the Board including the Audit Committee, the Board is of the opinion that the Corporation’s internal financial controls were adequate and operating effectively during the financial year 2017-18.

IV. corporate social responsibility (CsR)

The Board constituted the Corporate Social Responsibility (‘CSR’) Committee comprising of three Directors including two Independent Directors. The CSR Policy of the Corporation and initiatives taken by the Corporation with respect to Corporate Social Responsibility during the year under review are in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The requisite details are appended to this Report as Annexure B.

v. employees

a) Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel (‘KMP’) of the Corporation are Mr. Ness Wadia, Managing Director and Mr. N. H. Datanwala, Vice President Corporate & Company Secretary. The other Key Managerial Personnel, Mr. Amit Chhabra, Chief Financial Officer (‘CFO’) of the Corporation resigned from the services of the Corporation and ceased to be the CFO and KMP of the Corporation with effect from close of business hours of 30th April, 2018.

b) Particulars of Employees

The information as per Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this Report as Annexure C.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members and others entitled thereto, excluding the information on employees’ particulars as required under Rule 5(2) of the aforesaid Rules. The said information is available for inspection by the members at the Registered Office of the Corporation during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary and the same will be furnished on request.

VI. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (LODR) Regulations, 2015, the Management Discussion & Analysis forms part of the Annual Report.

vii.governance / secretarial

a) Corporate Governance Report

In accordance with the provisions of the SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance along with the Auditors’ Certificate on compliance of the conditions of Corporate Governance is appended to this Report as Annexure D.

b) Business Responsibility Report

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Business Responsibility Report of the Corporation for the Financial Year 2017-18 forms part of this Annual Report.

c) Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 pursuant to the provisions of section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended to this Report as Annexure E.

d) Board Meetings:

During the year, five Board Meetings were duly convened and held. The details of Board and its Committees meetings are given in the Corporate Governance Report that forms part of this Annual Report.

e) Whistle Blower Policy

The details of the Whistle Blower Policy are given in the Corporate Governance Report.

f) Related Party Transactions

The Corporation has formulated a Policy on Related Party Transactions which is disclosed on its website (http://bbtcl. com/related-party-transaction-policy/)

All transactions entered into with related parties as defined under the Act, Indian Accounting Standards (Ind AS 24) and Regulations 2(1)(zc) and 23 of the SEBI (LODR) Regulations, 2015 during the year under review, were in the ordinary course of business and on an arms’ length basis and did not attract the provisions of Section 188 of the Act. With regard to transactions with Related parties under the provisions of Regulation 23 of the Listing Regulations, 2015, prior approval of the Audit Committee was obtained wherever required.

During the year under review, the Corporation had not entered into any contract/ arrangement /transactions with related parties which could be considered as material in nature. Accordingly, there are no material related party transactions to be reported in Form AOC-2.

Disclosures pertaining to transactions with related parties are given in Note no. 48 of the Notes forming part of the Standalone Financial Statements for the year 2017-2018.

g) Risk Management

Your Corporation has a well-defined risk management framework in place and robust organizational structure for managing and reporting risks periodically to the Audit Committee and to Board. The details of the Risk Management functions are covered in the Corporate Governance Report.

h) Insurance

The Corporation’s plant and machinery, building, stocks and assets are adequately insured.

i) Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in Note No.46 forming part of the Standalone Financial Statements.

j) Significant & Material Orders Passed by the Regulators

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Corporation’s operations in future.

k) singampatti Land Matter

Some significant developments, however, with regard to one of the estates viz. Singampatti Tea Estate in Tamil Nadu, are enumerated hereunder.

The Corporation in the year 1929 acquired leasehold rights in land for cultivation of tea, coffee, cardamom etc. under a valid lease for a period of 99 years from the Zamindar of Singampatti. The Corporation has been cultivating and carrying on all its plantation activities at the above Tea Estate since then.

The leased land has been classified as forest land during the year and also covered as Tiger Reserve under the Wildlife Protection Act, despite the fact that the Corporation has a bustling township on the leased land. The Tamil Nadu Government Authorities have excluded the leased land and permitted the Corporation to continue its plantation activities during the tenure of the Lease. The Corporation is however, contesting these matters before the Madras High Court.

Also, the Government Authorities in Tamil Nadu during the year demanded increased lease rentals in respect of the leased land retrospectively from the year 1958. The Corporation has challenged the said demand by way of Writ Petition before Madras High Court. The said Writ has been admitted and stay granted.

VIII. auditors

a) statutory Auditors

At the 149th Annual General Meeting (“AGM”) held on 13th August, 2014, Members had appointed M/s. BSR & CO. LLP (BSR), Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022) as Statutory Auditors of the Corporation to hold office for a period of 5 years until the conclusion of the 154th AGM of your Corporation to be held in the year 2019, subject to ratification of the appointment by the Members at every AGM held thereafter. Pursuant to the Companies Amendment Act, 2017, with effect from 7th May, 2018 the appointment of Statutory Auditors is no longer required to be ratified at every Annual General Meeting.

b) Cost Audit

Pursuant to the provisions of Section 148 of the Act read with the relevant Rules, the Board of Directors on the recommendation of Audit Committee, appointed M/s GLS & Associates (GLS) as Cost Auditors of the Plantations and Auto Electric Components divisions of the Corporation for the financial year 2018-19 at a remuneration of Rs. 2,00,000 plus taxes as applicable and reimbursement of actual out of pocket expenses. The remuneration payable to them is required to be ratified by the shareholders at the ensuing Annual General Meeting.

c) secretarial Audit

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Corporation appointed Mr. Tushar Shridharani, Practicing Company Secretary as Secretarial Auditor for the year 2017-2018. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The Report of the Secretarial Auditor is appended as Annexure F.

d) Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rule, 2014, Messers Ernst & Young LLP, were appointed as Internal Auditors of the Corporation for the Financial Year 2017-18. The Board has re-appointed them as Internal Auditors for the Financial Year 2018-19.

e) reporting of Frauds by auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Corporation by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

f) Auditors’ Qualifications

There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory or the Secretarial Auditors in their respective reports on Standalone Financial Statements and Consolidated Financial Statements.

IX. deposits

Your Corporation has not accepted during the year any deposits from the public or its employees within the meaning of section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

x. internal financial controls

The Corporation maintains adequate and effective internal control systems which are commensurate with the nature, size and complexity of its business and ensure orderly and efficient conduct of the Corporation’s business. The internal control systems in all Divisions of the Corporation including the head office are routinely tested and verified by independent Internal Auditors and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Corporation’s internal control requirement and monitors the implementation of audit recommendations.

The Corporation has in place adequate Internal Financial Controls with reference to Financial Reporting which ensure adherence to the Corporation’s policies, safeguarding of its assets, maintaining proper accounting records and providing reliable financial information. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

XI. others

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

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any Scheme.

4. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Corporation (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5. The Corporation does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

xii. acknowledgments

Your Directors thank all customers, shareholders, suppliers, bankers, employees and other business associates for the continued support given by them.

On behalf of the Board

Nusli N Wadia

Chairman

Mumbai, 21st May, 2018 (DIN: 00015731)


Mar 31, 2017

The Directors hereby present their Annual Report together with Audited Financial Statements for the year ended 31st March, 2017:

I. Financial Results:

(a) Standalone Financial Results

(Rs. in Lakhs)

Particulars

31.03.2017

31.03.2016

Total Revenue

31,853

27,559

Profit Before Tax

(356)

(3,216)

Profit After Tax

(320)

(3,271)

Retained Earnings

13,408

14,585

Dividend (including taxthereon)

840

840

(b) Overview of Performance

The Corporation achieved a gross income of Rs.31,853 lakhs compared to Rs.27,559 lakhs for 2015-16. This includes income of Rs.2,470 lakhs on account of profit on sale of asset/shares. The gross income of Rs. 29,383 lakhs at operating level excluding the said profit was higher compared to Rs.27,559 lakhs for previous year, representing a growth of 6% over the previous year.

The overall performance has shown improvement over the previous year, as the loss for the year excluding the profit on sale of assets/shares, amounted to Rs.2,826 lakhs compared to Rs.3,216 lakhs for the previous year. Number of steps were taken to reduce losses by closing down uneconomical, Bought Leaf operations for tea and Bought Beans operations for Coffee at plantations division.

Despite lower production of tea and coffee and lower bought leaf/beans operations, higher wage costs and unfavourable weather conditions the overall losses at plantation division were brought down substantially compared to previous year.

Health care and Electromags division registered a marginal increase in turnover, but reported marginally lower profits. However both these divisions continued to perform satisfactorily.

The current financial year also witnessed the transition from IGAAP to IND AS. The Corporation is required to prepare the Financial Statements as per IND AS. As a result the total comprehensive income amounted to Rs.6,103 lakhs as against negative comprehensive income of Rs.8,044 lakhs for previous year. The substantial increase in the comprehensive income for the year was primarily due to changes in fair value of investment of equity shares.

The Corporation''s loss for the year excluding the other comprehensive income was substantially lower at Rs.320 lakhs as compared to the loss of Rs.3,271 lakhs for the previous year.

Division wise performance:

(i) Tea :

Production of own Tea was 48 lakh kgs against 45 lakh kgs of the previous year. Overall production of tea including bought leaf was lower at 64 lakh kgs compared to 74 lakh kgs in the previous year. Average selling price per kg of tea was higher at Rs.121 per Kg compared to Rs.110 per kg in the previous year

(ii) Coffee :

Own coffee production for the year was at 667 tons compared to 625 tons in the previous year. There was no production of coffee from outsourced beans as against 981 tons in previous year. The sales turnover for the year at 2467 tons was substantially higher compared to 975 tons in the previous year following the liquidation of high inventories of coffee in the previous year. Average selling prices were marginally lower at Rs.1.60 lakhs per ton compared to 1.86 lakh per ton in the previous year.

(iii) Electromags

The turnover for the year was marginally higher at Rs.10,938 lakhs compared to Rs.10,664 lakhs in the previous year. However the results were marginally impacted due to higher input cost and pressure on selling prices and effects of demonetization and downward trend in the diesel car segment.

(iv) HealthCare

Dental product business under healthcare division performed satisfactorily and reported marginally higher turnover of Rs.2,541 lakhs compared to Rs.2,396 lakh in the previous year.

(c) Subsidiaries and Associate Companies Financial Performance

A report on the performance and financial position of each of the Subsidiaries and Associates included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of this Annual Report.

The Corporation has only one material listed Indian subsidiary, viz. Britannia Industries Limited.

Significant Developments during the year

Acquisition:

The Corporation''s wholly owned subsidiary, Leila Lands Sdn. Bhd., Malaysia, set up in Mauritius an Investment Company, viz. Baymanco Investments Limited, and holds 100% Equity share capital of the said Company. As a result, Baymanco Investments Limited has become a step down subsidiary of the Corporation.

The Corporation and Baymanco Investments Limited acquired 4,92,18,338 shares representing 23.84% of the paid up share capital of The Bombay Dyeing & Manufacturing Company Limited (BDMC). The Corporation''s existing holding of 2,96,39,375 shares representing 14.35% together with the further acquisition of additional Equity shares by the Corporation and its subsidiary, now constitute 38.18% of the paid up share capital of BDMC. As a result, BDMC has become an Associate of the Corporation with effect from 20th March, 2017.

(d) Consolidated Financial Results

The Corporation has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. The Consolidated Financial Statements reflect the results of the Corporation and those of its subsidiaries and associates. As required under Regulation 33 of the Listing Conditions, the Audited Consolidated Financial

Statements together with the Independent Auditors'' Report thereon are annexed and form part of this Annual Report.

BDMC, an Associate of the Corporation with effect from 20th March, 2017, sought extension of time until July 2017 for presenting its annual accounts for the year ended 31st March, 2017 so as to give effect to the merger of its wholly owned subsidiary, Archway Investment Company Limited with effect from 1st April, 2016. The merger petition is pending the final order of the Hon''ble National Company Law Tribunal (''NCLT''). In view of the above and the resultant non-availability of the financial statements of BDMC for the year ended 31st March, 2017, the consolidated results of the Corporation have been prepared without giving effect to the adjustments on application of the equity method under IND AS 28. The impact of such non-adjustment is currently not ascertainable. The Independent Auditors'' Report on the consolidated accounts has been qualified to this effect which is self-explanatory.

Consolidated sale of products and services of the Corporation for the year ended 31st March, 2017 was Rs.971,288 lakhs as compared with Rs.899,820 lakhs in 2015-2016, registering a growth of 8%. Consolidated Net Profit for the year ended 31st March 2017 was higher by 8% at Rs.85,846 lakhs compared with Rs.79,198 lakhs in the previous year.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements of the Corporation including the consolidated financial statements, and the audited accounts of each subsidiary, are available on the Corporation''s website (http://bbtcl.com/ investor-relations/annual-reports/)

(e) Dividend

Your Directors have recommended payment of dividend @ 50% i.e. Rs.1 per share of Rs.2/- each (Previous year Rs.1 per share). The dividend, if approved by the shareholders at the Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Corporation at the close of business on 22nd July, 2017.

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

Information pertaining to conservation of energy , technology absorption and foreign exchange earnings and outgo in accordance with the provisions of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is appended as Annexure A to this Report.

(a) Appointment/Re-appointment

During the year under review, Dr.(Mrs.) Sheela Bhideresignedasan Independent Director of the Corporation with effect from 31st December, 2016. The Board places on record its appreciation of the services rendered by her during her tenure as a Director of the Corporation.

Dr.(Mrs.) Minnie Bodhanwala and Mr. Rajesh Batra were appointed as Additional Directors respectively with effect from 30th March, 2017. Additional Directors hold office only upto the ensuing Annual General Meeting, but are eligibile for and seek reappointment as in the case of Dr. (Mrs.) Minnie Bodhanwala, as a Director liable to retire by rotation, whereas in the case of Mr. Rajesh Batra''s appointment as an Independent Director for the period of 5 years from 3rd August, 2017 not being liable to retire by rotation. The Corporation has received notices in writing from a Member proposing their candidature to the office of Director of the Corporation. Their appointment as Directors of the Corporation is subject to approval of shareholders at the ensuing Annual General Meeting. The Board recommends Dr.(Mrs.) Minnie Bodhanwala''s appointment as a Director of the Corporation, liable to retire by rotation and Mr. Rajesh Batra''s appointment as an Independent Director for a term of 5 years from 3rd August, 2017, and he not being liable to retire by rotation.

In accordance with the applicable provisions of the Companies Act, 2013 (''the Act'') and the Articles of Association of the Corporation, Mr. Nusli Wadia, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend the reappointment of Mr. Nusli Wadia as Director of the Corporation.

Necessary resolutions for the appointment of Dr.(Mrs.) Minnie Bodhanwala and Mr. Rajesh Batra and the re-appointment of Mr. Nusli Wadia have been included in the Notice convening the ensuing Annual General Meeting and requisite details have been provided in the Statement of Material facts under section 102 of the Act and annexed to the Notice.

(b) Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 ("the Act"), the Directors to the best of their knowledge and ability, confirm that:

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

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

(iii) they have 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 Corporation and for preventing and detecting fraud and other irregularities;

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

(v) they have laid down internal financial controls to be followed by the Corporation and that such internal financial controls are adequate and were operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained

by the Corporation, reports of the internal, statutory, cost and secretarial auditors duly reviewed by the management and the Board including the Audit Committee, the Board is of the opinion that the Corporation''s internal financial controls were adequate and operating effectively during the financial year 2016-17.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board of Directors constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 comprising of three Directors including two Independent Directors. The CSR Policy of the Corporation and initiatives taken by the Corporation with respect to Corporate Social Responsibility during the year under review are in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The requisite details are appended to this Report as Annexure B.

V. EMPLOYEES

(a) Key Managerial Personnel

Pursuant to Section 203 of the Act, the Key Managerial Personnel (KMP) of the Corporation are Mr. Ness Wadia, Managing Director, Mr. Amit Chhabra, Chief Financial Officer and Mr. N. H. Datanwala, Vice President Corporate & Company Secretary. There has been no change in KMPs during the year.

(b) Particulars of Employees

The information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this Report as Annexure C.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members and others entitled thereto, excluding the information on employees'' particulars as required under Rule 5(2) of the aforesaid Rules. The said information is available for inspection by the members at the Registered Office of the Corporation during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary and the same will be furnished on request.

(c) Disclosure on Sexual Harassment of Women at Workplace

The Corporation has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. There was no case of sexual harassment reported during the year under review.

VI. MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI(LODR) Regulations,2015, the Management Discussion & Analysis forms part of the Annual Report.

VII.GOVERNANCE / SECRETARIAL

(a) Corporate Governance Report

In accordance with the provisions of the SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance along with the Auditors'' Certificate on compliance of the conditions of Corporate Governance is appended to this Report as Annexure D.

(b) Business Responsibility Report

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, the Business Responsibility Report of the Corporation for the Financial Year 2016-17 forms part of this Annual Report.

(c) Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 pursuant to the provisions of section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended to this Report as Annexure E.

(d) Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, and Regulation 19 of the Listing Regulations,2015, the Board carried out an annual performance evaluation of its own performance and that of its Committees viz. Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee , and of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

(e) Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee, has formulated a Policy for the remuneration of Directors and Senior Management. Brief details of the Policy is provided in the Corporate Governance Report and also posted on the website of the Corporation (http:// bbtcl.com/remuneration-policy/)

(f) Declaration by Independent Directors

The Corporation has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 , that he/ she meets the criteria of independence laid down in Section 149 (6) of the Act and the Listing Regulations.

(g) Board Meetings:

During the year, six Board Meetings were duly convened and held. The details of Board and its Committees meetings are given in Clause No. 2 & 3 of the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period described under the Companies Act, 2013.

(h) Whistle Blower Policy

The details of Whistle Blower Policy are given in the Clause No. 3(a) of the Corporate Governance Report.

(i) Related Party Transactions

The Corporation has formulated a Policy on Related Party Transactions which is disclosed on its website (http://bbtcl. com/related-party-transaction-policy/)

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulations 2(1)(zc) and 23 of the SEBI (LODR) Regulations, 2015 during the year under review, were in the ordinary course of business and on an arms'' length basis and did not attract the provisions of Section 188 of the Companies Act, 2013. With regard to transactions with Related parties under the provisions of Regulation 23 of the Listing Regulations, 2015, prior approval of the Audit Committee was obtained wherever required.

During the year under review, the Corporation had not entered into any contract/ arrangement /transactions with related parties which could be considered as material in nature. Accordingly, there are no material related party transactions to be reported in Form AOC-2.

Disclosures pertaining to transactions with related parties are given in Note no. 50 of the Notes forming part of the Standalone Financial Statements for the year 2016-2017.

(j) Risk Management Policy

The Corporation has formulated a Risk Management Policy. Major risks identified by each of the businesses and functions are systematically addressed through mitigating actions on a continuing basis and are reported periodically to the Audit Committee and the Board. The details of the Risk Management functions are covered in the Corporate Governance Report.

(k) Insurance

The Corporation''s plant and machinery, building, stocks and assets are adequately insured.

(l) Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note no. 48 forming part of the Standalone Financial Statements for the year 20162017.

(m)Significant & Material Orders Passed By The Regulators

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Corporation''s operations in future.

VIII. AUDITORS

(a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 ("the Act") and the Rules made there under, Messrs. B S R & Co. LLP, Mumbai, Chartered Accountants, were appointed as Statutory Auditors of the Corporation for a period of five years at the Annual General Meeting held on 13th August,2014, subject to ratification by the members at every Annual General Meeting. M/s. B S R & Co., LLP have submitted a written consent that they are eligible to hold office as Statutory Auditors of the Corporation in terms of Section 139 of the Act and that they also satisfy the criteria provided in Section 141 of the Act. The Auditors have confirmed that they hold a valid Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33(1)(d) of the SEBI (LODR) Regulations,2015.

Their appointment will require to be ratified by the Members at the ensuing Annual General Meeting.

(b) Cost Audit

Pursuant to the provisions of Section 148 of the Companies Act, 2013 ("the Act") read with the relevant Rules, the Board of Directors on the

recommendation of Audit Committee, appointed M/s GLS & Associates,(GLS) as Cost Auditors of the Plantations and Auto Electric Components divisions of the Corporation for the financial year 2017-18 at a remuneration of Rs. 200,000/-(Rupees Two lakhs only) plus such taxes as applicable and reimbursement of actual out of pocket expenses. The remuneration payable to them is required to be ratified by the shareholders at the ensuing Annual General Meeting.

(c) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Corporation appointed Mr. Tushar Shridharani, Practicing Company Secretary as Secretarial Auditor for the year 2016-2017. The Report of the Secretarial Auditor is appended as Annexure F.

(d) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rule, 2014, Messers Ernst & Young LLP, were appointed as Internal Auditors of the Corporation for the Financial Year 2016

17. The Board has re-appointed them as Internal Auditors for the Financial Year 2017-2018.

(e) Auditors'' Qualifications

There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory or the Secretarial Auditors in their respective reports on Standalone Financial Statements.

The Auditors'' Qualification on consolidated accounts with regard to non-availability of financial statements of BDMC for the year ended 31 March, 2017, has been dealt with in para I(d)

IX. INTERNAL FINANCIAL CONTROLS

The Corporation maintains adequate and effective internal control systems which are commensurate with the nature, size and complexity of its business and ensure orderly and efficient conduct of the Corporation''s business. The internal control systems in all Divisions of the Corporation including the Head office are routinely tested and verified by independent Internal Auditors and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Corporation''s internal control requirement and monitors the implementation of audit recommendations.

The Corporation has in place adequate Internal Financial Controls with reference to Financial Reporting which ensure adherence to the Corporation''s policies, safeguarding of its assets, maintaining proper accounting records and providing reliable financial information. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

X. ACKNOWLEDGEMENTS

Your Directors thank all customers, shareholders, suppliers, bankers, employees and all other business associates for their continued support.

On behalf of the Board

Nusli N Wadia

Mumbai; 30 May, 2017 Chairman


Mar 31, 2016

The Directors hereby present their Annual Report together with Audited Financial Statements for the year ended 31st March, 2016:

1. Financial Results:

2015-2016 2014-2015 Rs. in lakhs Rs. in lakhs

Profit before depreciation, finance costs, exceptional items 767.94 4383.98 and tax

Less : Finance costs 3180.38 2694.45

Less : Depreciation 793.10 686.84

Profit/ (Loss) before Tax (3205.54) 1002.69

Less : Provision for Taxation 108.92 299.75

Profit/ (Loss) for the year (3314.46) 702.94

Add: Balance in Statement of Profit and Loss 16853.41 16848.19

Amount available for Appropriation 13538.95 17551.13

Appropriations :

Proposed Dividend 697.72 697.72

Corporate Dividend Tax thereon 142.06 -

Transfer to General Reserve - -

Closing Balance carried to Balance Sheet 12,699.17 16853.41

The Corporation achieved a gross income of Rs.26,674 lakhs compared to Rs.27,622 lakhs in 2014-2015 which represents a marginal decline of about 3.43 % over the previous year. The financial results for the year was severely affected due to under performance of both Tea & Coffee business during the year under review. The major factors that have bearing on Tea & Coffee business is the weather pattern. South India, in last 2 years has witnessed extreme weather in form of high temperature, uneven scattered rainfall and pest attack. These factors alone have brought down the own tea production from 57 lakh kgs in 2013-14 to 45 lakh kgs during the year under review. The other factor that affects the business is the rising wage rates which has gone up substantially over the last two years. Employment costs which are fixed in nature constitute significant part of the total costs of production. The increasing wage rate and declining own crop severely impacted the Tea business during the year which resulted in substantial loss.

Coffee business was also affected to an extent by inclement weather, rising wage cost and weak Coffee market.

Healthcare & Electromags Divisions performed satisfactorily. As a result, the Corporation''s loss for the years was Rs. 3,314 lakhs as against loss of Rs.885 Lakhs (excluding the dividend of Rs.1,587 Lakhs from the overseas subsidiary) in FY 2014-15.

2. Divisionwise Performance:

(a) South India Estates:

i) Tea :

Production of own Tea was lower at 45 Lakh kgs against the already low 51 lakh kgs of the previous year. Overall production of Tea including bought leaf was marginally higher at 74.18 lakh kgs compared to 72.08 lakh kgs. Average selling price per kg of Tea was marginally lower at Rs.110/- compared to Rs.115/- in the previous year. The wage rate per day also went up during the year. All these factors adversely impacted the overall Tea business.

ii) Coffee :

Own Coffee production for the year was at 625 Tons compared to 670 Tons in the previous year. Production of Coffee from outsourced beans was higher at 981 Tons as compared to 835 Tons in the previous year. The sales turnover for the year at 975 Tons was almost at same level compared to 1022 Tons in the previous year. Average selling prices were lower at Rs.1.86 Lakhs per Ton compared to Rs.2.13 Lakhs per Ton in the previous year. Further, weak coffee markets and lower production of pepper affected the profitability of Coffee business.

(b) Tanzanian Estates:

The crop for the year under review at 4.85 lakh kgs was lower compared to 5.67 lakh kgs. achieved in 2014-15. Sales were at Rs. 342 lakhs compared to Rs.446 lakhs in the previous year. As a result, the working of the Division was adversely impacted.

(c) Electromags - Auto Electric Components Division

The turnover for the year was marginally higher at Rs.10,418 lakhs compared to Rs.10,171 Lakhs in 2014-15. However, the results were marginally impacted due to increase in wages and pressure on selling prices.

(d) Healthcare Division:

Healthcare Division performed satisfactorily and reported marginally higher turnover at Rs.2370 lakhs compared to Rs.2190 lakhs of previous year. Profit margins have also improved due to product mix and lower raw material cost.

3. Consolidated Financial Results

The Corporation has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards as prescribed under the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. The Consolidated Financial Statements reflect the results of the Corporation and those of its subsidiaries and associates. As required under Regulation 33 of the Listing Conditions, the Audited Consolidated Financial Statements together with the Independent Auditors''Report thereon are annexed and form part of this Annual Report.

Consolidated sale of products and services of the Corporation for the year ended 31st March, 2016 wasRs.896,896 lakhs as compared with Rs. 812,338 lakhs in 2014-2015, registering a growth of 10 %. Consolidated Net Profit for the year ended 31st March 2016 was higher by 6.75 % at Rs. 38,096 lakhs compared with Rs. 35,687 lakhs in the previous year.

The summarized consolidated financial results are as under:

(Rs. in lakhs)

Particulars FY 2015- FY 2014- 2016 2015

Sale of Products 884,319.62 812.318.27

Sale of Service 12,576.45 20.56

Other Operating 7,375.27 7,331.73

Revenues

Other income 14,646.76 15,549.72

Profit before finance costs, exceptional items and tax 122,563.52 86,075.29

Finance costs 4,392.40 4,065.78

Exceptional Items (1,033.00) 14,606.00

Profit Before Tax 117,138.12 96,075.51

Profit After Tax 38,096.39 35,687.29

Subsidiaries and Associate Companies

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the statement containing the salient features of the financial statements of the Corporation''s subsidiaries and associates , the accounts of which have been consolidated with that of the Corporation, forms part of the consolidated financial statements. The said statement also provides the details of performance and financial position of each of the subsidiaries/associates. The Corporation has only one material listed Indian subsidiary, viz. Britannia Industries Limited.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements of the Corporation including the consolidated financial statements, and the audited accounts of each subsidiary, are available on the Corporation''s website (http://bbtcl.com/investor-relations/ annual-reports/)

4. Dividend

Your Directors have recommended payment of dividend @ 50 % i.e Rs.1.00/- per share of Rs.2/- each (Previous year Rs.1.00/- per share). The dividend, if approved by the shareholders at the Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Corporation at the close of business on 29th July, 2016.

5. Internal Financial Controls

The Corporation maintains adequate and effective internal control systems which are commensurate with the nature, size and complexity of its business and ensure orderly and efficient conduct of the Corporation''s business. The internal control systems in all Divisions of the Corporation including the Head office are routinely tested and verified by independent Internal Auditors and significant audit observations and follow-up actions are reported to the Audit Committee. The Audit Committee reviews the adequacy and effectiveness of the Corporation''s internal control requirement and monitors the implementation of audit recommendations.

The Corporation has in place adequate Internal Financial Controls with reference to Financial Reporting which ensure adherence to the Corporation''s policies, safeguarding of its assets, maintaining proper accounting records and providing reliable financial information. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

6. Risk Management Policy

The Corporation has formulated a Risk Management Policy. Major risks identified by each of the businesses and functions are systematically addressed through mitigating actions on a continuing basis and are reported periodically to the Audit Committee and the Board. The details of the Risk Management functions are covered in the Corporate Governance Report.

7. Insurance

The Corporation''s plant and machinery, building, stocks and assets are adequately insured.

8. Directors''Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013 ("the Act"), the Directors to the best of their knowledge and ability, confirm that:

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

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

iii) they have 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 Corporation and for preventing and detecting fraud and other irregularities;

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

v) they have laid down internal financial controls to be followed by the Corporation and that such internal financial controls are adequate and were operating effectively; and

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

Based on the framework of internal financial controls and compliance systems established and maintained by the Corporation , reports of the internal, statutory, cost and secretarial auditors duly reviewed by the management and the Board including the Audit Committee, the Board is of the opinion that the Corporation''s internal financial controls were adequate and operating effectively during the financial year 2015-16.

9. Management Discussion & Analysis

In terms of the provisions of Regulation 34 of the SEBI(LODR) Regulations,2015, the Management Discussion & Analysis forms part of the Annual Report.

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

Information pertaining to conservation of energy , technology absorption and foreign exchange earnings and outgo in accordance with the provisions of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with Rule 8(3) of The Companies (Accounts) Rules, 2014 is appended as Annexure A to this Report.

11. Related Party Transactions

The Corporation has formulated a Policy on Related Party Transactions which is disclosed on its website (http://bbtcl.com/ related-party-transaction-policy/)

All transactions entered into with related parties as defined under the Companies Act, 2013 , Clause 49 of the Listing Agreement and Regulation 2(1)(zc) and Regulation 23 of the SEBI (LODR) Regulations,2015 during the year under review, were in the ordinary course of business and on an arms''length basis and did not attract the provisions of Section 188 of the Companies Act, 2013. With regard to transactions with Related parties under the provisions of Regulation 23 of the Listing Regulations,2015, prior approval of the Audit Committee was obtained wherever required.

During the year under review, the Corporation had not entered into any contract/ arrangement /transactions with related parties which could be considered as material in nature.

Disclosures pertaining to transactions with related parties are given in Note no. 34 of the Notes forming part of the Standalone Financial Statements for the year 2015-2016.

12. Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note nos.12,13, and 18 forming part of the Standalone Financial Statements for the year 2015-2016.

13. Directors

Dr. (Mrs.) Sheela Bhide was appointed as Independent Woman Director of the Corporation for a period of fve years from 5th August, 2015 to 4th August, 2020 at the Annual General Meeting held on 5th August, 2015.

In accordance with the provisions of Section 152 of the Companies Act, 2013 (''the Act'') and the Articles of Association of the Corporation, Mr. Jeh Wadia, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Necessary resolution for his re-appointment as Director has been included in the Notice convening the ensuing Annual General Meeting and requisite details have been provided in the Statement of Material facts under section 102 of the Act and annexed to the Notice. Your Directors recommend the re-appointment of Mr Jeh Wadia as Director of the Corporation.

During the year under review, Mr. Ashok Panjwani resigned as Managing Director and Director of the Corporation. The Board places on record its appreciation of the services rendered by Mr Panjwani during his tenure as Managing Director of the Corporation.

Mr Ness Wadia was re-appointed as Managing Director of the Corporation for a term of five years with effect from 1st April, 2016 by the Board of Directors subject to the approval of the shareholders, which is being sought at the ensuing Annual General Meeting. Necessary information with respect to the re-appointment of Mr Ness Wadia as Managing Director has been provided in the Statement of material facts under section 102 of the Act and annexed to the Notice .

Declaration by Independent Directors:

The Corporation has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 , that he/ she meets the criteria of independence laid down in Section 149 (6) of the Act and the Listing Regulations.

Board Meetings :

During the year, five Board Meetings were duly convened and held, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

14. Key Managerial Personnel

Mr Amit Chhabra was appointed as Chief Financial Officer of the Corporation with effect from 8th February,2016.

15. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, and Regulation 19 of the Listing Regulations,2015, the Board carried out an annual performance evaluation of its own performance and that of its Committees viz. Audit Committee, Stakeholders'' Relationship Committee and Nomination and Remuneration Committee , and of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination & Remuneration Committee, has formulated a Policy for the remuneration of Directors and Senior Management. Brief details of the Policy is provided in the Corporate Governance Report and also posted on the website of the Corporation (http://bbtcl.com/remuneration-policy/)

17. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 ("the Act") and the Rules made thereunder, Messrs. B S R & Co. LLP, Mumbai, Chartered Accountants, were appointed as Statutory Auditors of the Corporation for a period of five years at the Annual General Meeting held on 13th August,2014, subject to ratification by the members at every Annual General Meeting. M/s. B S R & Co., LLP have submitted a written consent that they are eligible to hold office as Statutory Auditors of the Corporation in terms of Section 139 of the Act and that they also satisfy the criteria provided in Section 141 of the Act. The Auditors have confirmed that they hold a valid Certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under Regulation 33(1)(d) of the SEBI (LODR) Regulations,2015. Their appointment will be required to be ratified by the Members at the ensuing Annual General Meeting.

18. Cost Audit

Pursuant to the provisions of Section 148 of the Companies Act, 2013 ("the Act") read with the relevant Rules, the Board of Directors on the recommendation of Audit Committee, appointed M/s GLS & Associates,(GLS) as Cost Auditors of the Plantations and Auto Electric Components divisions of the Corporation for the financial year 2016-17 at a remuneration of Rs.200,000/- (Rupees Two lakhs) plus service tax as applicable and reimbursement of actual out of pocket expenses. The remuneration payable to them is required to be ratified by the shareholders at the ensuing Annual General Meeting.

19. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Corporation appointed Mr. Tushar Shridharani, Practicing Company Secretary as Secretarial Auditor for the year 2015- 2016. The Report of the Secretarial Auditor is appended as Annexure B.

With respect to the observation in the Secretarial Audit Report on the office of the Chief Financial Officer having remained vacant for a period of more than six months, it is hereby informed that this was due to non-availability of appropriate candidatures with the requisite qualifications and abilities.

The Corporation has applied to the Central Government for approval of payment of remuneration to Mr. Ness Wadia for the financial years 2014-2015 and 2015-2016 in excess of limits prescribed under the Act and the requisite approvals are awaited.

20. Internal Auditors

M/s Ernst & Young LLP were appointed Internal Auditors of the Corporation with effect from 1st October, 2015.

The Board has re-appointed them as Internal Auditors for the Financial year 2016-2017.

21. Auditors''Qualifications

There were no qualifications, reservations, adverse remarks or disclaimers made by the Statutory auditors, Internal Auditors or the Secretarial Auditors in their respective reports. The observation of the Secretarial Auditors have been dealt with appropriately in this Report.

22. Corporate Governance Report

In accordance with the provisions of the SEBI (LODR) Regulations, 2015, a separate report on Corporate Governance along with the Auditors''Certificate on compliance of the conditions of Corporate Governance is appended to this Report as Annexure C.

23. Corporate Social Responsibility

The Board of Directors constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 comprising of three directors including two Independent Directors. The CSR Policy of the Corporation and initiatives taken by the Corporation with respect to Corporate Social Responsibility during the year under review are in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The requisite details are appended to this Report as Annexure D.

24. Audit Committee

The composition, powers, role and terms of reference of the Audit Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (LODR) Regulations, 2015. The details of the Audit Committee along with number of meetings held during the period under review are covered in the Corporate Governance Report.

The Corporation has established a vigil mechanism through the Audit Committee, wherein genuine concerns of employees and other Directors could be redressed. Accordingly, a Whistle Blower Policy has been formulated which also provides for adequate safeguards against victimization of employees who express their concerns.

The details of the Whistle Blower Policy is covered in the Corporate Governance Report. The said Policy is available on the website of the Company (http://www.bbtcl. com/ whistle blower policy ).

25. Particulars of Employees

The information as per Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended to this Report as Annexure E.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the members and others entitled thereto, excluding the information on employees''particulars as required under Rule 5(2) of the aforesaid Rules. The said information is available for inspection by the members at the Registered Offce of the Corporation during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary and the same will be furnished on request.

26. Significant & Material Orders Passed By The Regulators

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Corporation''s operations in future.

27. Extract Of Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 pursuant to the provisions of section 92 of the Act read with Rule 12 of the Companies ( Management and Administration) Rules, 2014 is appended to this Report as Annexure F.

28. Business Responsibility Report

Pursuant to Regulation 32(2)(f) of SEBI(LODR) Regulations, 2015, the Business Responsibility Report of the Corporation for the Financial Year 2015-16 forms part of this Annual Report.

29. Change of Registrar And Share Transfer Agent

Securities and Exchange Board of India (SEBI) vide its Order PR No. 66/2016 dated 22nd March, 2016 had passed an interim order against the Corporation''s Registrar & Transfer Agent, Sharepro Services (India) Pvt. Ltd. ("Sharepro"), inter-alia restraining Sharepro and several entities linked with the management of Sharepro from buying, selling or dealing in the securities market or associating themselves with securities market, either directly or indirectly, in any manner, till further directions. Companies who were clients of Sharepro were also advised by SEBI to change the Registrars.

In line with the SEBI directive and in view of the fact that the Corporation''s existing agreement with Sharepro came to an end on 31st March, 2016, the Board appointed M/s. Karvy Computershare Private Limited, ("Karvy") having its Registered Office at "Karvy House" No 46, Avenue 4, Street No. 1, Banjara Hills, Hyderabad 500 034, as the Corporation''s Registrar and Transfer Agent with effect from 1st April, 2016.

30. Acknowledgements

Your Directors would like to thank all customers, shareholders, suppliers, bankers, employees and all other business associates for their continued support.

On behalf of the Board

Nusli N Wadia

Mumbai; 27 May, 2016 Chairman


Mar 31, 2013

The Directors hereby present their Report on the business and operations of the Corporation and the Audited Accounts for the year ended 31st March, 2013.

1. SUMMARISED PROFIT & LOSS ACCOUNT:

2012-2013 2011-2012 Rs. in Lakhs Rs. in Lakhs

Profit before depreciation, interest, exceptional items and tax 3,977.58 3,752.84

Less: Finance cost 1,490.07 1,852.32

Less: Depreciation 686.22 715.56

1,801.29 1,184.96

Add: Profit on Sale of Undertaking - 16,470.68

Profit of erstwhile EAPL for the year 736.72 - ended 31st March, 2012

Profit before Tax 2,538.01 17,655.54

Less: Provision for Taxation 644.91 4,006.57

Profit for the year 1,893.10 13,648.97

Add: Balance in Profit and Loss Account 17,488.66 6,374.96

Balance in Profit and Loss Account of erstwhile EAPL on 1st April, 2011 460.13 -

Amount available for Appropriation 19,841.89 20,023.93

Appropriations:

Proposed Dividend 2,093.16 976.81

Corporate Dividend Tax thereon 355.73 158.46

Transfer to General Reserve 190.00 1,400.00

2,638.89 2,535.27

Closing balance of Profit and Loss Account 17,203.00 17,488.66

2. OPERATIONS:

The year under review despite the challenges has been a satisfactory one for the Corporation.

The Corporation has achieved a turnover of Rs. 243.55 Crores and higher operating profit before tax of Rs. 18.01 Crores compared to Rs. 11.85 Crores in the previous year.

The results are strictly not comparable with those of previous year in view of the mid term discontinuation of two businesses viz. BCL Springs and Sunmica in the previous year. Further, current year includes results of Auto ancillary business under Electromags division on amalgamation of erstwhile Electromags Automative Products Private Ltd. (EAPL) with the Corporation.

During the year, the performance of Tea Division was adversely affected due to erratic weather conditions which resulted in lower production and lower sales compared to the previous year. However, higher average price realization of Tea contributed to reduce the adverse impact on profitability. The Coffee Division with favourable prices and increased volumes contributed substantially to improve the profitability and performance of the Plantation Division.

Health Care Division reported healthy growth in sales and profit over the previous year with successful launch of new Dental products.

Auto Ancillary business under Electromags Division achieved higher profits compared to previous year on account of reduction in overheads despite slow down in auto sector.

3. DIVIDEND:

Your Directors are pleased to recommend payment of dividend @75% i.e. Rs. 1.50 per share of Rs. 2/- each and a one-time Special Dividend of 75% i.e. Rs. 1.50 per share, to commemorate the 150th year of the Corporation. Accordingly, the total dividend recommended is 150% i.e. Rs. 3/- per equity share of Rs. 2/- each (Previous year equivalent Rs. 1.40 per share). The dividend, if approved by the shareholders at the Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Corporation at the close of business on 26th July, 2013.

4. DIVISIONWISE PERFORMANCE:

(a) SOUTH INDIA ESTATES:

(i) Tea -

The production for the year under review was lower at 78.42 Lakh kgs. as against 84.65 Lakh kgs. for 2011-12 due to low rainfall at Singampatti Estate and almost drought like conditions and uniformly low rainfall at other Estates. Sales Turnover however was higher at Rs. 83.01 Crores compared to Rs. 75.15 Crores of the previous year due to increase in average selling prices.

(ii) Coffee -

Production for the year under review, including outsourced beans was 2,399 Tonnes as against 1,640 Tonnes for the year 2011-12. This was due to higher sourcing of Bought Beans from the current season''s crop during November, 2012 to March, 2013 which will be available for sale in the coming year.

Sales turnover was higher at Rs. 28.46 Crores as against Rs. 24.37 Crores in the previous year. Sales volume, however, was at the same level at 1,680 Tonnes as against 1,683 Tonnes in the previous year.

(b) TANZANIAN ESTATES:

The crop for the year under review was lower at 8.14 Lakh kgs. as against 9.22 Lakh kgs. in 2011-12. Sales were at Rs. 5.42 Crores as against Rs. 5.19 Crores in the previous year.

(c) ELECTROMAGS DIVISION:

The turnover for the year was marginally lower at Rs. 105.91 Crores as against Rs. 108.63 Crores for 2011-12. Although the auto sector witnessed a slow down during the year, the reduction in overheads and better cost control enabled the division to achieve higher profits as compared to the previous year.

(d) HEALTHCARE DIVISION:

The turnover for the year was Rs. 18.04 Crores as against Rs. 15.43 Crores for 2011-12. This was due to higher sales of own manufactured products, mainly Dental alloys, despite the dis- continuaton of some traded products. Dental Products of India Division is the market leader in Dental alloy business in India.

(e) WEIGHING PRODUCTS DIVISION:

Sale of balances for the year under review was Rs. 2.34 Crores as against Rs. 2.31 Crores for 2011-12. The Division continued to operate profitably.

(f) REAL ESTATE DEVELOPMENT:

The Corporation is examining various options for development of properties at Kanjur Marg in Mumbai and at Coimbatore under Real Estate Division. The Corporation is also considering development of a small part of Coffee Estate at Coorg as a "Destination" under Hospitality sector.

5. RESTRUCTURING OF BUSINESS:

Over the last two years, the Corporation''s businesses were restructured which resulted in significant debt reduction and corresponding strengthening of the Corporation''s Balance Sheet. The Corporation divested Offshore Rubber business, Sunmica Laminates and BCL Springs Division and unlocked value in these businesses.

The amalgamation of the wholly owned subsidiary Electromags Automotive Products Pvt. Ltd. (EAPL), with the Corporation effective 1st April, 2011 as a part of this exercise was completed during the year and the effects of amalgamation have been given in the results of the Corporation for the year under review.

The Corporation has been rated ''A1 '' by CARE which is the highest rating for short term bank facilities.

Of the existing businesses viz. Plantation, the Corporation with a view to increase sales volumes of both Tea & Coffee, has resorted to higher procurement of bought leaf for Tea and bought beans for Coffee as is evident from the results for the year under review.

With regard to the Auto Ancillary business under Electromags, the Corporation is working towards widening its customer base and introduction of new products.

The Corporation is examining growth options in value-added businesses and thereby improve its profitability. The sale proceeds received on divestment of businesses in the meantime have been utilized to repay long term debt and have been kept invested in deposits so as to be made available for business opportunities.

6. SUB-DIVISION OF SHARES:

With a view to improve the liquidity of Corporation''s Equity Shares in stock markets and to make them more affordable for the small retail investors, as approved by the Shareholders by Postal Ballot, the Equity Shares of Face Value of Rs. 10/- each of the Corporation was sub-divided into 5 Equity Shares of the Face Value of Rs. 2/- each effective from 9th November, 2012.

7. SUBSIDIARY COMPANIES:

In view of the general exemption granted by the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the copies of Balance Sheet, Profit and Loss Account, Cash Flow, Directors'' Report and Auditors'' Report of the Corporation''s subsidiaries have not been attached to the Balance Sheet of the Corporation for the year under review. However, the disclosures required under the said exemption have been incorporated in the Annual Report and the Corporation undertakes to make available the annual accounts of the subsidiaries upon request by any member of the Corporation or any of its subsidiaries. Further, the said annual accounts of the subsidiary companies are also kept for inspection by any such member, at the registered office of the Corporation.

8. FINANCE:

The Corporation has repaid installments of term loans availed of from the banks/institutions on their respective due dates. There were no deposits which were due for repayment and remained unclaimed as on 31st March, 2013.

The Corporation has during the year converted the advance subscription given to Leila Lands Senderian Berhad (Malaysia) its wholly owned subsidiary, into equity shares. This will enable the offshore investment potential to be leveraged.

9. INSURANCE:

The Corporation''s plant & machinery, buildings, stocks and assets are adequately insured.

10. INDUSTRIAL RELATIONS:

Relations with the workmen continue to remain cordial at all Divisions of the Corporation.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Appendix to this Report.

12. REQUIREMENTS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The information required under Section 217 (2A) of the Companies Act, 1956 (the Act) read with the Rules framed thereunder forms part of this Report. However, as per provision of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Secretary at the Corporation''s Registered Office.

13. DIRECTORS:

Mr. Nusli N. Wadia, Mr. A. K. Hirjee and Mr. P. K. Cassels retire by rotation and are eligible for re-appointment.

14. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations from the Operating Management, confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation with regard to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation as at 31st March, 2013 and of the profit for the year ended on that date;

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

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

15. CORPORATE GOVERNANCE:

A separate report on Corporate Governance and a certificate from the Auditors of the Corporation regarding compliance of the conditions of Corporate Governance are annexed to the Directors'' Report.

16. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Corporation and its subsidiaries prepared in accordance with the requirements of Accounting Standard AS-21 prescribed by Companies (Accounting Standards) Rules, 2006, are annexed to the Report.

17. APPOINTMENT OF COST AUDITOR:

In terms of the Order of Government of India, under Section 233B of the Companies Act, 1956, the Corporation re-appointed Dr. G. L. Sankaran, a Cost and Management Accountant from Coimbatore having qualifications prescribed in Section 233B (1) of the said Act to carry out cost audit as applicable for the Corporation. His appointment was duly approved by the Central Government for the year under review.

18. AUDITORS:

In accordance with the provisions of the Companies Act, 1956 the Auditors, M/s. B S R & Co. will be proposed for re-appointment at the ensuing Annual General Meeting at a remuneration to be fixed by the Board.

It is proposed to re-appoint Deloitte Haskins & Sells, Chennai as branch auditors for auditing the accounts of the branches of the Corporation in South India for the current financial year at the ensuing Annual General Meeting at a remuneration to be fixed by the Board.

In addition, it is proposed that the Board be authorised to appoint Branch Auditors for the Corporation''s branches in Tanzania and Johor Bahru, at a remuneration to be fixed by the Board.

19. ACKNOWLEDGEMENTS:

The Directors would like to thank all employees, customers, bankers, shareholders and other stakeholders for their continued support.

On behalf of the Board,

Nusli N. Wadia

Chairman

Mumbai, the 28th day of May, 2013


Mar 31, 2012

The Directors have pleasure in presenting their Report on the business and operations of the Corporation and the Audited Accounts for the year ended 31st March, 2012.

1. SUMMARISED PROFIT & LOSS ACCOUNT*

2011-2012 2010-2011

Rs.in Lakhs Rs.in Lakhs Rs.in Lakhs Rs.in Lakhs

Profit before depreciation, interest,

exceptional items and tax 3,752.84 5,697.05

Less: Finance cost 1,852.32 1,877.67

Less: Depreciation 715.56 885.59

1,184.96 2,933.79

Add: Profit on Sale of Undertakings/Long

Term Investments/ Properties 16,470.58 7,293.60

Less: Loss on Exchange - 622.46

Profit before Tax 17,655.54 9,604.93

Less: Provision for Taxation (4,006.57) (1,950.73)

Profit for the year 13,648.97 7,654.20

Add: Opening balance of Profit and Loss .

Account 6,374.96 656.03

Amount available for Appropriation 20,023.93 8,310.23

Appropriations:

Proposed Dividend 976.81 976.81

Corporate Dividend Tax thereon 158.46 158.46

Transfer to General Reserve 1,400.00 800.00

2,535.27 1,935.27

Closing balance of Profit and Loss Account 17,488.66 6,374.96

2. OPERATIONS:

Your Directors are pleased to report that the year under review, despite challenges, has been a satisfactory one for the Corporation.

The Corporation has, during the year, significantly recast its business portfolios. As part of the planned restructuring, Sunmica Division engaged in Laminate business was sold as a going concern with effect from close of working hours on 31st October, 2011 for a lumpsum consideration of 7 100.30 Crores. BCL Springs Division engaged in manufacturing Springs was sold as a going concern with effect from close of working hours on 30th November, 2011 for a lumpsum consideration of Rs 180.50 Crores.

The results presented include the profit of Rs 164.71 Crores arising out of the sale of these two undertakings.

The Profit before tax from operations in the current year is Rs 11.85 Crores. However, this is not comparable with that of the previous year due to the mid-term discontinuation of two businesses viz. BCL Springs & Sunmica.

With regard to the continuing businesses viz. Plantation, there was a decline in the performance of tea due to erratic weather conditions which impacted production and sales volume. The Coffee output was also impacted by adverse weather conditions but with favorable prices and increased volume due to production from outsourced beans, profits were significantly better than the previous year. Pepper production and its pricing have both shown improvement.

The Healthcare Division performed satisfactorily. Successful launch of new Dental products helped to improve both turnover and profits.

3. DIVIDEND:

Your Directors recommend payment of dividend at the rate of 70% i.e. Rs 7.00 per share. (Previous year Rs 7.00 per share). The dividend, if approved by the shareholders at the Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Corporation at the close of business on 27th July, 2012.

4. DIVISIONWISE PERFORMANCE:

(a) SOUTH INDIA ESTATES.

(i) Tea-

The production for the year under review was lower at 84.65 Lakh kgs. as against 92.37 Lakh kgs. for 2010-11. As a result, sales were Rs 75.15 Crores compared to Rs 81.12 Crores for the previous year. The selling price per kg. remained at the same level as previous year.

(ii) Coffee -

The production for the year under review including production

from outsourced beans was at

1,640 Tonnes which is marginally lower than the 1,712 Tonnes of 2010-11. Sales were at Rs 24.37 Crores as against Rs 18.36 Crores in the previous year due to higher selling price per tonne and higher sale volume at 1,683 Tonnes compared to 1,385 Tonnes in 2010-11. Coffee produced by the Corporation continues to enjoy a premium position in Europe and US market.

(b) TANZANIAN ESTATES:

The crop for the year under review was 9.22 Lakh kgs. as against 9.21 Lakh kgs. for 2010-11. Sales were at Rs 5.19 Crores as against Rs 4.92 Crores in previous year. Results were however impacted due to substantial increase in wage costs.

(c) HEALTHCARE DIVISION:

The turnover for the year was Rs 15.43 Crores as against Rs 13.06 Crores for 2010-11. Although the turnover from traded products declined due to discontinuation of some of the products, sale of Alloys made up for decline. Further, successful launch of new dental products helped to improve the turnover and profitability of the Division as compared to previous year.

(d) WEIGHING PRODUCTS DIVISION:

Sale of balances for the year under review was Rs 2.30 Crores as against Rs 2.11 Crores for 2010-11. The Division continued to operate profitably.

(e) REAL ESTATE DEVELOPMENT:

There was no progress in development of the properties at Kanjur Marg in Mumbai and at Coimbatore under Real Estate Division.

5. RESTRUCTURING OF BUSINESS:

The implementation of the restructuring plan reported last year began with the divestment of Sunmica Laminates and BCL Springs Divisions, which has resulted in significant debt reduction and corresponding strengthening of the Corporation's Balance Sheet. The Corporation is now better placed to pursue growth options in value added businesses.

The other major action initiated by the Corporation, i.e. the amalgamation of its wholly owned subsidiary Electromags Automotive Products Pvt. Limited (EAPL) is in process. The petition filed before the Hon'ble High Court of Judicature at Chennai for the amalgamation w.e.f. 1/4/2011 has been part heard. Pending disposal of the said petition, effects of amalgamation have not been given in the results of the Corporation for the year under review. The results of EAPL have however been included as a part of the Consolidated Accounts.

6. WADIA BRAND EQUITY & BUSINESS PROMOTION AND SHARED SERVICES AGREEMENT:

The Wadia Group has several companies in diverse sectors like the airlines, food, textiles, chemicals etc and employs various subject matter experts in areas such as Legal, Finance, Information Technology, Treasury, Taxation, Human Resources, Procurement, Risk Management etc. With a view to maximizing the efficiency and effectiveness of these specialized resources, a formal structure has been created under Nowrosjee Wadia & Sons Limited (NWS) to serve the common interests of all the Group Companies. The combined skills, knowledge and expertise of this structure will benefit all the group companies availing of this arrangement.

In order to formalize this structure of common services and avail of the standing of the Wadia Group Brand, the board of the Corporation, during the year, approved an agreement between NWS and the Corporation to enter into the 'WADIA Brand Equity & Business Promotion and Shared Services Scheme.'

7. SUBSIDIARY COMPANIES:

In view of the general exemption granted by the Ministry of Corporate Affairs under Section 212(8) of the Companies Act, 1956, the copies of Balance Sheet, Profit and Loss Account, Cash Flow, Directors' Report and Auditors' Report of the Corporation's subsidiaries have not been attached to the Balance Sheet of the Corporation for the year under review. However, the disclosures required under the said exemption have already been incorporated in the Annual Report and the Corporation undertakes to make available the annual accounts of the subsidiaries upon request by any member of the Corporation or any of its subsidiaries. Further, the said annual accounts of the subsidiary companies are also kept for inspection by any such member, at the registered office of the Corporation.

8. FINANCE:

The Corporation has repaid installments of term loans availed of from the banks/institutions on their respective due dates. There were no deposits which were due for repayment and remained unclaimed as on 31st March, 2012.

9. INSURANCE:

The Corporation's plant & machinery, buildings, stocks and assets are adequately insured.

10. INDUSTRIAL RELATIONS:

Relations with the workmen continue to remain cordial at all Divisions of the Corporation.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Appendix to this Report.

12. REQUIREMENTS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The information required under Section 217(2A) of the Companies Act, 1956 (the Act) read with the Rules framed thereunder forms part of this Report. However, as per provision of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Secretary at the Corporation's Registered Office.

13. DIRECTORS:

Mr. M. L. Apte, Mr. B. N. B. Tao and Ms. Vinita Bali retire by rotation and are eligible for re-appointment.

Mr. Ashok . Panjwani was re-appointed as Managing Director for a period of 5 years from 24th June, 2007 to 23rd June, 2012. The Board has re-appointed Mr. Ashok Panjwani as the Managing Director of the Corporation for a further period of 5 years with effect from 24th June, 2012 subject to your approval at the ensuing Annual General Meeting.

14. DIRECTORS' RESPONSIBILITY STATEMENT.

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations from the Operating Management, confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation with regard to material departures, if any;

2. appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation as at 31st March, 2012 and of the profit 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 Companies Act, 1956 for safeguarding the assets of the Corporation and for preventing and detecting fraud and other irregularities;

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

15. CORPORATE GOVERNANCE:

A separate report on Corporate Governance and a certificate from the Auditors of the Corporation regarding compliance of the conditions of Corporate Governance are annexed to the Directors' Report.

16. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Corporation and its subsidiaries prepared in accordance with the requirements of Accounting Standard AS-21 prescribed by Companies (Accounting Standards) Rules 2006, are annexed to the Report.

17. APPOINTMENT OF COST AUDITOR:

In terms of the Order of Government of India, under Section 233B of the Companies Act, 1956 the Corporation re-appointed Dr. G. L. Sankaran, a Cost and Management Accountant, from Coimbatore having qualifications prescribed in Section 233B(1) of the said Act to carry out cost audit at the estates in South India. His appointment was duly approved by the Central Government for the year under review.

18. AUDITORS:

In accordance with the provisions of the Companies Act, 1956 the Auditors M/s. B S R & Co. will be proposed for re-appointment at the ensuing Annual General Meeting at a remuneration to be fixed by the Board.

It is proposed to re-appoint Deloitte Haskins & Sells, Chennai as branch auditors for auditing the accounts of the branches of the Corporation in South India for the current financial year at the ensuing Annual General Meeting at a remuneration to be fixed by the Board.

In addition, it is proposed that the Board be authorised to appoint Branch Auditors for the Corporation's branches in Tanzania and Johor Bahru, at a remuneration to be fixed by the Board.

ACKNOWLEDGEMENTS

The directors would like to thank all employees, customers, bankers, shareholders and other stakeholders for their continued support.

On behalf of the Board,

Nusli N. Wadia

Chairman

Mumbai, the 29th day of May, 2012


Mar 31, 2011

The Directors have pleasure in presenting their Report on the business and operations of the Corporation and the Audited Accounts for the year ended 31st March, 2011.

1. SUMMARISED PROFIT & LOSS ACCOUNT:

2010-2011 2009-2010 Rs. in Lakhs Rs. in LakhsRs. in Lakhs Rs. in Lakhs

Gross Income 40,668.57 31,331.06

Gross Profit before Depreciation, Interest, Exceptional items and Tax 12,928.19 4,863.59

Less: Interest 1,815.21 1,983.14

11,112.98 2,880.45

Less: Depreciation 885.59 805.78

Operating Profit 10,227.39 2,074.67

Less: Loss on Exchange 622.46 848.37

Profit/(Loss) before Tax 9,604.93 1,226.30

Add/fLess): Provision for Taxation (1,950.73) 139.25

7,654.20 1,365.55

Add: Balance Brought Forward 656.03 -

Amount available for Appropriation 8,310.23 1,365.55

Appropriations:

Proposed Dividend 976.81 488.40

Corporate Dividend Tax thereon 158.46 81.12

Transfer to General Reserve 800.00 740.00

1,935.27 709.52

Profit carried to Balance Sheet 6,374.96 656.03

2. OPERATIONS:

Your Directors are pleased to report that during the year under review the Corporation has achieved the highest ever profit before tax of Rs. 9,605 Lakhs.

Profits before tax from the Operating Divisions at Rs. 2,312 Lakhs has also been the highest in the history of the Corporation. This improvement in profit is mainly attributable to the performance of BCL Springs and Coffee

Divisions. Strong demand enabled substantial growth in both production and turnover of the Springs Division. Coffee results were driven by higher realisations per Kg. and by significant increase in volume because of higher outsourcing.

Health Care Division performed satisfactorily despite unprecedented rise in the price of silver. Higher sales of non-alloy products and traded goods made up for negative growth of alloys.

Profit before tax includes Rs. 6,694 Lakhs being profit on sale of investments in one of the foreign subsidiaries viz. P.T. Indo Java Rubber Planting Company (PTIJ), Indonesia. The Corporation had been holding 50.3% stake in PTIJ for over 50 years.

3. DIVIDEND:

Encouraged by the encouraging performance, your Directors recommend payment of dividend at the rate of 70% (Rs. II- per share). (Previous year Rs. 3.50 per share). The dividend, if approved by the shareholders at the Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Corporation at the close of business on 22nd July, 2011.

4. DIVISIONWISE PERFORMANCE:

(a) SOUTH INDIA ESTATES:

(i) Tea-

Sales were at 93 Lakh kgs. as against 98 Lakh kgs. in the previous year. The average price realisation during the year was lower than the previous year on account of higher global production. Consequently, the results of this Division were impacted.

(ii) Coffee-

Sales volume was 1,655 Tonnes as against 1,042 Tonnes in the previous year. Though our crop was lower at 891 Tonnes as against 998 Tonnes in the previous year, the increase in outsourced Coffee helped to achieve substantial increase in sales volume.

(b) TANZANIAN ESTATES:

The crop for the year under review was 9.21 Lakh kgs. as against 7.51 Lakh kgs. for 2009-10. Results were impacted due to substantial increase in wage costs and lower price realization due to global market condition.

(c) SUNMICA DIVISION:

Sales Turnover for the year wasRs. 78.80 Crores as against Rs. 81.72 Crores in the previous year. Overall slowdown in projects and competitive market conditions negatively impacted sales volume. Margins were also under pressure due to higher raw material and power costs despite 12% higher sales realisation per tonne compared to previous year.

(d) BCL SPRINGS DIVISION:

Production for the year under review was 8,582 Tonnes as against 7,723 Tonnes for 2009-10. The auto sector witnessed an upturn during the year under review. As a result, the sales volume increased substantially over the previous year. Sales realisation also improved and enabled the Division to achieve higher profits compared to previous year.

(e) WEIGHING PRODUCTS DIVISION:

Sale of balances for the year under review was 813 Nos. as against 748 Nos. for 2009-10. With better sales realisation/product mix, the Division improved upon its profitability compared to previous year.

(f) HEALTHCARE DIVISION:

Production of own products for the year was 107 Tonnes as against 92 Tonnes for 2009-10. Turnover declined marginally to Rs. 1,307 Lakhs against Rs. 1,348 Lakhs in previous year. The Division was, however, able to improve its profitability because of higher sales of traded goods and improved product mix.

(g) REAL ESTATE DEVELOPMENT:

The Corporation continued to pursue the Real Estate development of its properties at Kanjur Marg in Mumbai and at Coimbatore. These assets have been converted to stock-in- trade and necessary permissions for

development of these properties are being sought.

5. RESTRUCTURING OF BUSINESS:

Members are aware that the Corporation has a number of diverse businesses viz. Tea and Coffee Estates under Plantations, BCL Springs under Auto Ancillary, Sunmica Laminates under Building Products, Dental Products under Health Care and Weighing Products under Electronics. Plantations continue to be our core business and the other divisions, although profitable, are relatively small in size.

Your Directors have, after careful deliberation, decided that our business portfolio needs to be restructured so as to enable a move up the value chain by shifting the focus from commodity to branded offerings. A number of actions have been initiated to achieve this objective and some positive developments are expected to take place in the current year.

Your directors have approved a proposal to merge with its wholly owned subsidiary Electromags Automotive Products Pvt. Ltd. (EAPL) with effect from 1st April, 2011. EAPL is a profitable venture and has significant presence in the electro mechanical field with products such as slip rings, solenoids and switches. EAPL has created its own brand identity in this segment. Your Directors are of the opinion that the merger of EAPL which has a turnover of approximately Rs. 100 Crores will improve the business portfolio.

It is proposed to sell land at Akurdi, Pune. The proceeds from the same will be utilized to repay long term debts of the Corporation.

The planned restructuring will not only strengthen the Corporations Balance Sheet but will enable the Corporation to evaluate growth options in value added businesses and thereby improve its profitability.

6. SUBSIDIARY COMPANIES:

Ministry of Corporate Affairs by its General Circular No. 2 of 2011 dated 8th February, 2011 has granted a general exemption under Section 212 (8) of the Companies Act, 1956 from attaching the copies of Balance Sheet, Profit and Loss Account, Cash Flow, Report of the Board of Directors and Report of the Auditors of Subsidiary Companies to the Balance Sheet of the Companies. Accordingly, the said documents have not been attached to the Balance Sheet of the Corporation for the year under review. However, the Corporation will make available these documents/details upon request by any member of the Corporation interested in obtaining the same.

Further, the details required to be set out pursuant to the said notification are set out in the accounts. The necessary resolution of the Board of Directors giving its consent pursuant to the said notification has also been duly passed.

7. FINANCE:

The Corporation has repaid instalments of term loans availed of from the banks/institutions on their respective due dates. There were no deposits which were due for repayment and remained unclaimed as on 31st March, 2011.

8. INSURANCE:

The Corporations plant & machinery, buildings, stocks and assets are adequately insured.

9. INDUSTRIAL RELATIONS:

Relations with the workmen continue to remain cordial at all Divisions of the Corporation.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Appendix to this Report.

11. REQUIREMENTS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The information required under Section 217 (2A) of the Companies Act, 1956 (the Act) read with the Rules framed thereunder forms part of this Report. However, as per provision of Section 219 (1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholdersexcluding the statement of particulars of employees under Section 217(2A) of the Act.

Any shareholder interested in obtaining a copy of the statement may write to the Secretary at the Corporations Registered Office.

12. DIRECTORS:

During the year Mr. Ishaat Hussain resigned as a Director of the Corporation. The Board places on record its sincere appreciation of valuable service rendered by him during his tenure as a Director of the Corporation.

The current tenure of Mr. Jeh Wadia as Deputy Managing Director was foreclosed by mutual consent with effect from the close of business hours on 31st March, 2011. Consequently Mr. Jeh Wadia ceased to be the Deputy Managing Director as also the Director of the Corporation. He was appointed as Additional director with effect from 1st April, 2011. He holds the office as a Director upto the date of ensuing AGM. The Corporation has received Notice from shareholders proposing his candidature for appointing him as a Director.

Mr. Ness Wadia was appointed as Managing Director of the Corporation for a period of 5 years with effect from 1st April, 2011 subject to your approval at the ensuing AGM.

Mr. Ashok Panjwani continues as Managing Director of the Corporation.

Mr. Keshub Mahindra, Mr. D. E. Udwadia and Mr. P. K. Cassels retire by rotation and are eligible for re-appointment.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation as at 31st March, 2011 and of the profit for the year ended 31st March, 2011.

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

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

14. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreements a separate report on corporate Governance and a certificate from the Auditors of the Corporation regarding compliance of the conditions of Corporate Governance are annexed to the Directors Report.

15. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuantto Clause 32 of the Listing Agreements, Consolidated Financial Statements of the Corporation and its Subsidiaries prepared in accordance with the requirements of Accounting Standard AS-21 prescribed by Companies (Accounting Standards) Rules 2006, are annexed to the Report.

16. APPOINTMENT OF COST AUDITOR:

In terms of the Order of Government of India, under Section 233B of the Companies Act, 1956 the Corporation re-appointed Dr. G. L. Sankaran, a Cost and Management Accountant, from Coimbatore having qualifications prescribed in Section 233B(1) of the said Act to carry out cost audit at estates in South India. His appointment was duly approved by the Central Government for the year under review.

17. AUDITORS:

In accordance with the provisions of the Companies Act, 1956 the Auditors Messers. B. S. R. & Co. will be proposed for re-appointment at the ensuing Annual General Meeting at a remuneration to be fixed by the Board.

It is proposed to re-appoint Deloitte Haskins & Sells, Chennai as branch auditors for auditing the accounts of the branches of the Corporation in South India for the financial year at the ensuing Annual General Meeting at a remuneration to be fixed by the Board.

In addition, it is proposed that the Board be authorised to appoint Branch Auditors for the Corporations branches in Tanzania and Johor Bahru, at a remuneration to be fixed by the Board.

On behalf of the Board,

Nusli N. Wadia Chairman Mumbai, the 27th day of May, 2011


Mar 31, 2010

The Directors have pleasure in presenting their Report on the business and operations of the Corporation and the Audited Accounts for the year ended 31st March, 2010.

1. SUMMARISED PROFIT & LOSS ACCOUNT:

2009-2010 2008-2009 Rupees Rupees Rupees Rupees in Lakhs in Lakhs in Lakhs in Lakhs

Gross Income 31,368.97 29,014.25

Gross Profit before Depreciation, Interest, 4,863.59 5,261.92

Exceptional items and Tax

Less: Interest 1,983.14 2,374.95

2,880.45 2,886.97

Less: Depreciation 805.78 773.64

Operating Profit 2,074.67 2,113.33

Less: Exceptional Items

Loss on Exchange 848.37 2,165.12

Investment written off -- 1,188.88

848.37 3,354.00

Profit/(Loss) before Tax 1,226.30 (1,240.67)

Addl(Less): Provision for Taxation 139.25 (146.86)

1,365.55 (1,387.53)

Add: Balance Brought Forward -- 1,244.78

Transferred from General Reserve -- 306.01 1,550.79

Amount Available for Appropriation 1,365.55 163.26

Appropriations:

Proposed Dividend 488.40 139.54

Corporate Dividend Tax thereon 81.12 23.72

Transfer to General Reserve 140.00 --

709.52 163.26

Profit carried to Balance Sheet 656.03 --

2. OPERATIONS:

During the year under review, the Corporation achieved a gross income of Rs. 31,369 Lakhs which represents an increase of 8% over the previous year.

There was a marked improvement in the performance of both the Plantation and Industrial Divisions. Increase in production of Tea and Coffee and higher average price realizations contributed to the substantial improvement in the performance of the Plantation Division. In the Industrial Division, BCL Springs achieved significant improvement in its performance because of higher volumes and reduced costs. Sunmica Division registered a modest growth in production and sales, but faced margin pressure owing to increase in input costs. Health Care Division continued to perform satisfactorily.

Because of the appreciation of Rupee against US Dollar, the loss on account of Foreign Currency loans reduced considerably during the year and amounted to Rs. 848.37 Lakhs as against Rs. 2,165.12 Lakhs in the previous year. Steps are under way to convert the Foreign Currency Loans into Rupee Loans and no further losses are expected to be incurred in the account.

The improvement in performance by all Units helped to achieve profit after tax of Rs. 1,365.55 Lakhs as against a loss of Rs. 1,387.53 Lakhs in the previous year.

3. DIVIDEND:

Your Directors recommend payment of dividend at the rate of 35% (Rs. 3.50 per share). (Previous year Re. 1.00 per share). The dividend, if approved by the shareholders at the Annual General Meeting, will be paid to those shareholders whose names appear on the Register of Members of the Corporation at the close of business on 26th July, 2010.

4. SOUTH INDIA ESTATES:

(a) Tea —

Sales improved to 98 Lakh kgs. of tea during the year under review as

against 92 Lakh kgs. in the previous year. The average price realisation during the year was higher than the previous year on account of strong domestic demand.

Production crossed the 100 Lakh kgs. output mark, a record for the Plantation Division which was made possible by outsourcing of green leaf for processing in our factories.

(b) Coffee —

Sales volume was 1,042 Tonnes as against 1,037 Tonnes in the previous year. Our coffee continued to be well accepted in the international markets.

5. TANZANIAN ESTATES:

The crop for the year under review was 7.51 Lakh kgs. as against 6.68 Lakh kgs. for 2008-09. The performance of Tanzanian Tea Estates has improved over previous year due to improved sales realization.

6. SUNMICA DIVISION:

Production for the year under review was 6,072 Tonnes as against 5,429 Tonnes for 2008-09. The slowdown in Real Estate sector in the second half of the previous financial year continued to adversely affect demand revival. The margins were also under pressure due to intense competition and input costs increases.

Our Laminate Division has been renamed "Sunmica Division" as the continued use of the "Formica" name is currently under discussion with The Diller Corporation, USA and its Subsidiary Formica Corporation.

7. BCL SPRINGS DIVISION:

Production for the year under review was 7,659 Tonnes as against 5,846 Tonnes for 2008-09. The auto sector witnessed an upturn during the year under review. As a result, the sales volume increased substantially over the previous year. With increased volume and reduced costs, the Division reported better profits.

8. WEIGHING PRODUCTS DIVISION:

Sale of balances for the year under review was 748 Nos. as against 646 Nos. for 2008-09. The Division has successfully replaced imported parts with local components for the current range of products. This will enable sustained profitability.

9. DENTAL PRODUCTS OF INDIA DIVISION:

Production of own products for the year was at 98 Tonnes as against 95 Tonnes for 2008-09. Turnover increased to Rs. 1,240 Lakhs against Rs. 1,007 Lakhs in previous year with better price realization. As a result, the Division could maintain and marginally improve its profitability during the year.

10. REAL ESTATE DEVELOPMENT:

The Corporation continued to pursue the Real Estate development of its properties at Kanjur Marg, Mumbai and Coimbatore. These assets have been converted to stock-in-trade and all necessary permissions for development of these properties have been received.

11. SUBSIDIARY COMPANIES:

Consequent upon Britannia Industries Limited (BIL) becoming a subsidiary of the Corporation during the year, the financial statements of BIL & its subsidiaries have been included in the Corporations consolidated results for the year.

The Corporation had applied to the Central Government for exemption under Section 212(8) of the Companies Act, 1956 from attaching the copies of Balance Sheet, Profit and Loss Account, Cash Flow, Report of the Board of Directors and Report of the Auditors of Subsidiary Companies to the Balance Sheet of the Corporation for the year under review and the same is awaited. In view thereof, the said documents have not been attached to the Balance Sheet of the Corporation. However, the Corporation will make available these documents/details upon request by any member of the Corporation interested in obtaining the same.

12. FINANCE:

The Corporation has repaid instalments of term loans availed of from the banks/institutions on their respective due dates. There were no deposits which were due for repayment and remained unclaimed as on 31st March, 2010.

13. INSURANCE:

The Corporations plant & machinery, buildings, stocks and assets are adequately insured.

14. INDUSTRIAL RELATIONS:

Relations with the workmen continue to remain cordial at all Divisions of the Corporation.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Appendix to this Report.

16. REQUIREMENTS UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The information required under Section 217 (2A) of the Companies Act, 1956 ("the Act") read with the Rules framed thereunder forms part of this Report. However, as per provision of Section 219 (1)(b)(iv) of the Act, the Report and Accounts are being sent to all shareholders excluding the statement of particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the statement may write to the Secretary at the Corporations Registered Office.

17. DIRECTORS:

Mr. Nusli N. Wadia, Mr. Ishaat Hussain and Mr. B. N. B. Tao retire by rotation and are eligible for re-appointment.

Mr. Ness N. Wadia and Ms. Vinita Bali were appointed as Additional Directors with effect from 28th April, 2010. They hold the Office as Directors upto the date of the ensuing Annual General Meeting. The Corporation has received Notices from the shareholders proposing their candidature for appointing them as Directors.

18. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 2000 the Directors confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Corporation as at 31st March, 2010 and of the profit for the year ended 31st March, 2010.

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

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

19. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreements a separate report on Corporate Governance and a certificate from the Auditors of the Corporation regarding compliance of the conditions of Corporate Governance are annexed to the Directors Report.

20. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuantto Clause 32 of the Listing Agreements, Consolidated Financial Statements of the Corporation and its Subsidiaries prepared in accordance with the requirements of Accounting Standard 21 (AS 21) prescribed by Companies (Accounting Standards) Rules 2006, are annexed to the Report.

21. APPOINTMENT OF COST AUDITOR:

In terms of the Order of Government of India, under Section 233B of the Companies Act, 1956 the Corporation re-appointed Dr. G. L. Sankaran, a Cost and Management Accountant, from Coimbatore having qualifications prescribed in Section 233B(1) of the said Act to carry out cost audit at estates in South India. His appointment was duly approved by the Central Government for the year under review.

22. AUDITORS:

Messrs Deloitte Haskins & Sells, Vadodra, Chartered Accountants, who are the Statutory Auditors of the Corporation have advised that they do not seek re-appointment as the Corporations Auditors at the ensuing Annual General Meeting. The Directors recommend that Messrs B S R & Co., Chartered Accountants, Mumbai, be appointed as the Corporations Auditors to hold the office from the conclusion of the ensuing Annual general Meeting till the conclusion of the next Annual General Meeting. The Directors placed on record their appreciation of the valuable services rendered by Messrs Deloitte Haskins & Sells, Vadodara, Chartered Accountants as Auditors.

It is proposed to re-appoint Deloitte Haskins & Sells, Chennai as branch auditors for auditing the accounts of the branches of the

Corporation in South India for the financial year as mentioned in the Notice convening the Annual General Meeting at a remuneration to be fixed by the Board.

In addition, it is proposed that the Board be authorised to appoint Branch Auditors for the Corporations branches in Tanzania and Johor Bahru, at a remuneration to be fixed by the Board.

23. AUDITORS REPORT:

With reference to Para 4 of the Auditors Report, the Corporation, based on legal opinion and the opinion of the Board of Directors, has accounted for foreseeable derivative losses in accordance with the provisions of the Companies Act, 1956 and the Accounting Standards notified in terms of Section 211 (3C) of the Companies Act, 1956. The significant accounting policy in respect thereof contained in Note No. 1 (O) and the accounting treatment followed as stated in Note No. 17 of Schedule 22 are self-explanatory.

On behalf of the Board, Nusli N. Wadia

Chairman

Mumbai, the 28th day of May, 2010

உடனடி நியூஸ் அப்டேட்டுகள்
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