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