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