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Bombay Burmah Trading Corporation Ltd.

BSE: 501425 Sector: Agri and agri inputs
NSE: BBTC ISIN Code: INE050A01025
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OPEN 520.20
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VOLUME 7419
52-Week high 673.40
52-Week low 311.00
P/E
Mkt Cap.(Rs cr) 3602.94
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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Bombay Burmah Trading Corporation Ltd. (BBTC) - Director Report

Company director report

Your Directors hereby present their Annual Report together with Audited FinancialStatements 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 and tax 767.94 4383.98
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 12699.17 16853.41

The Corporation achieved a gross income of '26674 lakhs compared to '27622 lakhs in2014-2015 which represents a marginal decline of about 3.43 % over the previous year. Thefinancial 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 onTea & Coffee business is the weather pattern. South India in last 2 years haswitnessed extreme weather in form of high temperature uneven scattered rainfall and pestattack. These factors alone have brought down the own tea production from 57 lakh kgs in2013-14 to 45 lakh kgs during the year under review. The other factor that affects thebusiness 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 costsof production. The increasing wage rate and declining own crop severely impacted the Teabusiness during the year which resulted in substantial loss.

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

Healthcare & Electromags Divisions performed satisfactorily. As a result theCorporation's loss for the years was ' 3314 lakhs as against loss of '885 Lakhs(excluding the dividend of '1587 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 ofthe previous year. Overall production of Tea including bought leaf was marginally higherat 74.18 lakh kgs compared to 72.08 lakh kgs. Average selling price per kg of Tea wasmarginally lower at '110/- compared to '115/- in the previous year. The wage rate per dayalso went up during the year. All these factors adversely impacted the overall Teabusiness.

ii) Coffee :

Own Coffee production for the year was at 625 Tons compared to 670 Tons in the previousyear. Production of Coffee from outsourced beans was higher at 981 Tons as compared to 835Tons in the previous year. The sales turnover for the year at 975 Tons was almost at samelevel compared to 1022 Tons in the previous year. Average selling prices were lower at'1.86 Lakhs per Ton compared to '2.13 Lakhs per Ton in the previous year. Further weakcoffee markets and lower production of pepper affected the profitability of Coffeebusiness.

(b) Tanzanian Estates:

The crop for the year under review at 4.85 lakh kgs was lower compared to 5.67 lakhkgs. achieved in 2014-15. Sales were at ' 342 lakhs compared to '446 lakhs in the previousyear. 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 '10418 lakhs compared to '10171Lakhs in 2014-15. However the results were marginally impacted due to increase in wagesand pressure on selling prices.

(d) Healthcare Division:

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

3. Consolidated Financial Results

The Corporation has prepared Consolidated Financial Statements in accordance with theapplicable Accounting Standards as prescribed under the Companies (Accounts) Rules 2014of the Companies Act 2013. The Consolidated Financial Statements reflect the results ofthe Corporation and those of its subsidiaries and associates. As required under Regulation33 of the Listing Conditions the Audited Consolidated Financial Statements together withthe 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 31stMarch 2016 was ' 896896 lakhs as compared with ' 812338 lakhs in 2014-2015 registeringa growth of 10 %. Consolidated Net Profit for the year ended 31st March 2016 was higher by6.75 % at ' 38096 lakhs compared with ' 35687 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 884319.62 812.318.27
Sale of Service 12576.45 20.56
Other Operating Revenues 7375.27 7331.73
Other income Profit before finance costs exceptional items 14646.76 15549.72
and tax 122563.52 86075.29
Finance costs 4392.40 4065.78
Exceptional Items (1033.00) 14606.00
Profit Before Tax 117138.12 96075.51
Profit After Tax 38096.39 35687.29

Subsidiaries and Associate Companies

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 the statementcontaining the salient features of the financial statements of the Corporation'ssubsidiaries and associates the accounts of which have been consolidated with that ofthe Corporation forms part of the consolidated financial statements. The said statementalso provides the details of performance and financial position of each of thesubsidiaries/associates. The Corporation has only one material listed Indian subsidiaryviz. Britannia Industries Limited.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements of the Corporation including the consolidated financial statements and theaudited 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 '1.00/- per share of'2/- each (Previous year '1.00/- per share). The dividend if approved by the shareholdersat the Annual General Meeting will be paid to those shareholders whose names appear onthe 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 arecommensurate with the nature size and complexity of its business and ensure orderly andefficient conduct of the Corporation's business. The internal control systems in allDivisions of the Corporation including the Head office are routinely tested and verifiedby independent Internal Auditors and significant audit observations and follow-up actionsare reported to the Audit Committee . The Audit Committee reviews the adequacy andeffectiveness of the Corporation's internal control requirement and monitors theimplementation of audit recommendations.

The Corporation has in place adequate Internal Financial Controls with reference toFinancial Reporting which ensure adherence to the Corporation's policies safeguarding ofits assets maintaining proper accounting records and providing reliable financialinformation. During the year such controls were tested and no reportable materialweaknesses in design or operation were observed.

6. Risk Management Policy

The Corporation has formulated a Risk Management Policy. Major risks identified by eachof the businesses and functions are systematically addressed through mitigating actions ona continuing basis and are reported periodically to the Audit Committee and the Board. Thedetails 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 adequatelyinsured.

8. Directors' Responsibility Statement

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

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

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

iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 Corporationand 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 allapplicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Corporation reports of the internal statutory costand secretarial auditors duly reviewed by the management and the Board including the AuditCommittee the Board is of the opinion that the Corporation's internal financial controlswere 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) Regulations2015 theManagement Discussion & Analysis forms part of the Annual Report.

10. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

Information pertaining to conservation of energy technology absorption and foreignexchange 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 Act2013 Clause 49 of the Listing Agreement and Regulation 2(1)(zc) and Regulation 23 of theSEBI (LODR) Regulations2015 during the year under review were in the ordinary course ofbusiness and on an arms' length basis and did not attract the provisions of Section 188 ofthe Companies Act 2013. With regard to transactions with Related parties under theprovisions of Regulation 23 of the Listing Regulations2015 prior approval of the AuditCommittee 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 innature.

Disclosures pertaining to transactions with related parties are given in Note no. 34 ofthe 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 ofSection 186 of the Companies Act 2013 are given in Note nos.1213 and 18 forming part ofthe Standalone Financial Statements for the year 2015-2016.

13. Directors

Dr. (Mrs.) Sheela Bhide was appointed as Independent Woman Director of the Corporationfor a period of five years from 5th August 2015 to 4th August 2020 at the Annual GeneralMeeting 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 atthe ensuing Annual General Meeting and being eligible offers himself for reappointment.Necessary resolution for his re-appointment as Director has been included in the Noticeconvening the ensuing Annual General Meeting and requisite details have been provided inthe 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 theCorporation.

During the year under review Mr. Ashok Panjwani resigned as Managing Director andDirector of the Corporation. The Board places on record its appreciation of the servicesrendered 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 offive years with effect from 1st April 2016 by the Board of Directors subject to theapproval 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 ManagingDirector has been provided in the Statement of material facts under section 102 of the Actand annexed to the Notice .

Declaration by Independent Directors:

The Corporation has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he/ she meets the criteria ofindependence 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 whichare given in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed under theCompanies Act 2013.

14. Key Managerial Personnel

Mr Amit Chhabra was appointed as Chief Financial Officer of the Corporation with effectfrom 8th February2016.

15. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Regulation 19 of the ListingRegulations2015 the Board carried out an annual performance evaluation of its ownperformance and that of its Committees viz. Audit Committee Stakeholders' RelationshipCommittee and Nomination and Remuneration Committee and of the individual Directors. Themanner in which the evaluation has been carried out has been explained in the CorporateGovernance Report.

16. Nomination and Remuneration Policy

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

17. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act 2013 ("theAct") and the Rules made thereunder Messrs. B S R & Co. LLP Mumbai CharteredAccountants were appointed as Statutory Auditors of the Corporation for a period of fiveyears at the Annual General Meeting held on 13th August2014 subject to ratification bythe members at every Annual General Meeting. M/s. B S R & Co. lLp have submitted awritten consent that they are eligible to hold office as Statutory Auditors of theCorporation in terms of Section 139 of the Act and that they also satisfy the criteriaprovided in Section 141 of the Act. The Auditors have confirmed that they hold a validCertificate issued by the Peer Review Board of the Institute of Chartered Accountants ofIndia as required under Regulation 33(1)(d) of the SEBI (LODR) Regulations2015. Theirappointment will be required to be ratified by the Members at the ensuing Annual GeneralMeeting.

18. Cost Audit

Pursuant to the provisions of Section 148 of the Companies Act 2013 ("theAct") read with the relevant Rules the Board of Directors on the recommendation ofAudit Committee appointed M/s GLS & Associates(GLS) as Cost Auditors of thePlantations and Auto Electric Components divisions of the Corporation for the financialyear 2016-17 at a remuneration of '200000/- (Rupees Two lakhs) plus service tax asapplicable and reimbursement of actual out of pocket expenses. The remuneration payable tothem 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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCorporation appointed Mr. Tushar Shridharani Practicing Company Secretary as SecretarialAuditor for the year 20152016. The Report of the Secretarial Auditor is appended as AnnexureB.

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

The Corporation has applied to the Central Government for approval of payment ofremuneration to Mr. Ness Wadia for the financial years 2014-2015 and 2015-2016 in excessof 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 witheffect 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 theStatutory auditors Internal Auditors or the Secretarial Auditors in their respectivereports. The observation of the Secretarial Auditors have been dealt with appropriately inthis Report.

22. Corporate Governance Report

In accordance with the provisions of the SEBI (LODR) Regulations 2015 a separatereport on Corporate Governance along with the Auditors' Certificate on compliance of theconditions 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) Committeein accordance with Section 135 of the Companies Act 2013 comprising of three directorsincluding two Independent Directors. The CSR Policy of the Corporation and initiativestaken by the Corporation with respect to Corporate Social Responsibility during the yearunder 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 inaccordance with the requirements mandated under Section 177 of the Companies Act 2013 andRegulation 18 of the SEBI (LODR) Regulations 2015. The details of the Audit Committeealong with number of meetings held during the period under review are covered in theCorporate Governance Report.

The Corporation has established a vigil mechanism through the Audit Committee whereingenuine concerns of employees and other Directors could be redressed. Accordingly aWhistle Blower Policy has been formulated which also provides for adequate safeguardsagainst 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.bbtd.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 isappended to this Report as Annexure E.

Having regard to the provisions of the first proviso to Section 136(1) of the Act theAnnual Report is being sent to the members and others entitled thereto excluding theinformation 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 Officeof the Corporation during business hours on working days up to the date of the ensuingAnnual General Meeting. If any member is interested in obtaining a copy thereof suchmember 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 orTribunals 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 tothe provisions of section 92 of the Act read with Rule 12 of the Companies (Management andAdministration) 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 BusinessResponsibility Report of the Corporation for the Financial Year 2015-16 forms part of thisAnnual Report.

29. Change of Registrar And Share Transfer Agent

Securities and Exchange Board of India (SEBI) vide its Order PR No. 66/2016 dated 22ndMarch 2016 had passed an interim order against the Corporation's Registrar & TransferAgent Sharepro Services (India) Pvt. Ltd. ("Sharepro") inter-alia restrainingSharepro and several entities linked with the management of Sharepro from buying sellingor dealing in the securities market or associating themselves with securities marketeither directly or indirectly in any manner till further directions. Companies who wereclients 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 existingagreement with Sharepro came to an end on 31st March 2016 the Board appointed M/s. KarvyComputershare Private Limited ("Karvy") having its Registered Office at"Karvy House" No 46 Avenue 4 Street No. 1 Banjara Hills Hyderabad 500 034as 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 bankersemployees and all other business associates for their continued support.

On behalf of the Board

Nusli N Wadia
Mumbai; 27 May 2016 Chairman

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO

(A) CONSERVATION OF ENERGY:

(1) Steps taken on conservation of Energy :

At Plantation Division :

a) Rigid emphasis and close monitoring of maintenance of optimum Power factor in Groupfactories.

b) Trials with installation of MD controller at Gajam Mudi Factory to prevent Demandsurge by way of Tripper Mechanism/ Hooter Alarm.

c) Optimizing Rating of Pump/ Motor installations in the estates for :

i. Reduction in number of motors;

ii. Reduction in HP rating;

iii. Reduction in Units/ Hour;

These measures have resulted in consequent reduction in power bill and allied reductionin operational personnel by consideration of Timer fitted/ Mobile controlled start/ stopoperation dispensing off with pump operator. Overall saving in excess of 5% in energyconsumption is expected.

At Auto Electric Components:

Environment Management Programme (LED & Solar lights to reduce consumption from2000 watts to 1000 watts)

(2) Steps taken for utilizing alternate sources of energy:

The Corporation in partnership with Scalene Energy Water Corporation Ltd. has set upthe Bio-Methanation and Waste Water

Treatment Plant at the Elkhill Coffee Estates. Production of bio-gas (which conforms toIS 16087 standards) is increasing gradually and is soon expected to reach the targetedquantity per day. The requirement of water which was earlier 35 litres per kg of coffeehas reduced to 0.8 litres per kg of coffee.

(B) TECHNOLOGY ABSORPTION:

(i) Efforts made towards Technology Absorption:

At the Plantations new light weight shears designed by giving inputs to UPASI/TRI withadditional features like check nut and washer with bearing. Self sharpening blade withlight weight fibre trays were also used to make the new design more effective and userfriendly.

At the Auto Electric Components Division technological development of Solar HomeLighting system and USB Charger Kits are being carried out.

(ii) Benefits derived like product improvement cost reduction product development orimport substitution:

Benefits from the above measures shall be studied in the current financial year.

(iii) There was no import of technology during the last three years.

(C) FOREIGN EXCHANGE EARNING AND OUTGO:

(i) Foreign Exchange earned during the year in terms of actual inflows : '6988.50Lakhs.

(ii) Foreign Exchange outgo during the year in terms of actual outflows: '1068.03Lakhs.

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31 MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies

(Appointment and Remuneration of Management Personnel) Rules 2014]

To

The Members

The Bombay Burmah Trading Corporation Limited

9 Wallace Street Fort

Mumbai - 400 001

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by The Bombay Burmah TradingCorporation Limited ("the Company"). Secretarial Audit was conducted ina manner that provided me a reasonable basis for evaluating the corporate conducts /statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31 March 2016 ("AuditPeriod") complied with the statutory provisions listed hereunder and also thatthe Company has proper Board-processes and compliance-mechanism in place to the extent inthe manner and subject to the reporting made hereinafter.

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the Audit Period according to the provisions of:

(i) The Companies Act 2013 ("the Act") and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 and the rules made thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The erstwhile Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 1992 and The Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 notified with effect from 15 May 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

I have also examined compliance with the applicable regulations of the following:

(a) Secretarial Standards issued by The Institute of Company Secretaries of Indianotified with effect from 1 July 2015;

(b) The Listing Agreements entered into by the Company with stock exchanges and TheSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 notified with effect from 1 December 2015.

During the Audit Period the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above to the extent applicable;subject to the following:

(a) appointment on 8th February 2016 of Mr. Amit Chhabra as Chief FinancialOfficer of the Company in a casual vacancy that arose due to resignation of Mr. Jayant S.Gadgil effective 28th March 2015 was beyond requirement of six months from thedate of such vacancy in pursuance of sub-section (4) of section 203 of the Act;

(b) the Company is pursuing to seek consents of the Ministry of Corporate Affairs withrespect to payments of Managerial Remuneration to Mr. Ness Wadia during financial years2014-15 and 2015-16 in pursuance of provisions of section 197 (3) of the Act;

Having regard to the compliance system prevailing in the Company and on examination onthe test check basis of the relevant records I further report that the Company hascomplied with the following laws as are specifically applicable to the Company:

(a) The Tea Act 1953 and the rules made thereunder;

(b) The Coffee Act 1942 and the rules made thereunder;

(c) The Plantation Labour Act 1951 and the rules made thereunder.

I further report that:

The Board of Directors of the Company is duly constituted with the proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda andnotes on agenda were sent in advance and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningfulparticipation at the meeting.

During the Audit Period all decisions at Board Meetings and Committee Meetings werecarried out unanimously.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the Company had no specific event /action having a major bearing on the Company's affairs in pursuance of the above referredlaws regulations guidelines standards etc.

(Tushar Shridharani)
Place: Mumbai Practicing Company Secretary
Date: 27th May 2016 FCS 2690 / COP 2190

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