To the Members of the Company
 
 The Board of Directors presents the Seventeenth Annual Report together
 with Audited Accounts of the Company for the financial year ended 31st
 March, 2011.
 
 FINANCIAL RESULTS                                   (Rs. in Lacs)
 
                                      Current Year     Previous Year
 
 Profit/(Loss) before Interest, 
 Depreciation & Tax                       2126              3120
 
 Interest                               (1427)              (753)
 
 Depreciation                            (1335)            (1366)
 
 Prior Period expenses                     (2)               (11)
 
 Exceptional Items                       (3107)               --
 
 Provision for Taxation                     --                --
 
 Profit/(Loss) after Tax                 (3745)              990
 
 Loss Brought forward from Previous Year(143173)         (144163)
 
 Balance carried to Balance Sheet      (146918)          (143173)
 
 DIVIDEND
 
 The Company is a sick industrial company within the provisions of Sick
 Industrial Companies (Special Provision) Act, 1985 (SICA) and the
 accumulated losses having exceeded the net worth of the Company, the
 Board of Directors regrets their inability to recommend dividend on
 Preference and Equity Share Capital of the Company.
 
 REHABILITATION SCHEME UNDER THE AEGIS OF BIFR
 
 The Board for Industrial and Financial Reconstruction (BIFR) has
 formulated a Draft Rehabilitation Scheme (DRS) for revival and
 rehabilitation of the Company which was circulated vide its order dated
 1st June, 2011. After hearing the objections and suggestions of the
 concerned parties in various hearing, Hon''ble BIFR has directed to
 carry out certain modifications in the circulated DRS and in hearing
 dated on 29th September, 2011, BIFR has sanctioned the Rehabilitation
 Scheme, the order is awaited.
 
 The Scheme, inter alia, provides de-merger of fertilizer unit and
 transfer and vesting of the same into Kanpur Fertilizers & Cement
 Ltd.(KFCL), a company promoted by a Joint Venture Company (JV Co.) of a
 wholly owned subsidiary of Jaiprakash Associates Ltd. (the strategic
 investor) and ISG Traders Ltd. (a group company of the existing
 promoters of the Company) effective from 1st October, 2010, leaving the
 tea business in residual Company. The scheme also provides settlement
 of restructured amount of secured and unsecured liabilities of the
 Company on the terms as consented by the majority of the stakeholders,
 reduction of existing equity and preference share capital of the
 Company by 60%, write back of the CRPS being part of the OTS settlement
 which were issued in earlier years on conversion of interest payable to
 secured creditors, infusion of fresh funds in the form of equity and
 unsecured loans by the promoters and conversion of existing unsecured
 loans of the promoters into equity at par post reduction and
 consolidation of the existing share capital.
 
 On giving effect of the measures provided in the Scheme, it is expected
 that the net worth of the Company will become positive by the end of
 the current financial year and accumulated losses will also wipe out
 thereafter.
 
 PERFORMANCE OF TEA DIVISION
 
 After a prolonged initial dry spell followed by widespread pests
 infestation, the tea estates of the company are showing some signs of
 rejuvenation. The gross turnover of the Company was Rs. 175.58 crores
 for the current year ended 31st March, 2011 as against Rs. 156.29
 crores in the previous year. Own crop during the year was 140.07 lacs
 kgs of tea against 143.86 lacs kgs in the previous year and 141.35 lacs
 kgs of tea was sold at an average price of Rs. 124.22 per kg during the
 current year compared to selling of 131.99 lac kgs of tea at an average
 price of Rs.118.40 per kg in the corresponding period of the previous
 year. Resultant growth in the production and selling price have
 contributed to an increase in the revenue by Rs. 19.29 crores to the
 Company during the year but the benefit of increase could not be
 ploughed back due to absorption of unabated increase in the cost of
 fertilizers, agro chemicals, coal etc.
 
 Memorandum of Settlement (MOS) on charter of demands of the Tea
 Plantation workmen entered between the Tea Associations, Tea Plantation
 Worker Unions and the West Bengal Government on 4th November, 2011. In
 terms of the said MOS daily wage for the tea plantation workers has
 been enhanced from Rs. 67 per day to Rs. 85 per day w.e.f. 1.04.2011
 and thereafter further Rs. 5 per day every year. As a result of the
 said increase cost of production of tea has increased abnormally.
 
 All India crop for the calendar year 2010 was 13 million kgs lower than
 the previous season.  North India crop was down by 12 million kgs and
 South India crop was lower by 2 million Kgs.  World crop during the
 year was up by 118 million kgs largely due to increase in Kenyan and
 Sri Lankan crop. With pipeline stocks very low and a cumulative
 shortage internally, rising awareness for consumption in domestic
 market continues to be demand oriented for quality teas and the Company
 foresees reasonably good opportunity for growth. However, to combat
 with the prevailing inflationary conditions coupled with all round
 escalation in the cost of production, increase in the production,
 productivity of the tea estates and controls on the production cost by
 adopting the mechanization of tea production are essential.
 
 The management has given extensive thrust to increase infrastructure
 for irrigation since last year including up-gradation, modernization of
 the machinery and other assets, mechanization of plucking, and pruning
 activities. In addition priority has also been given for uprooting and
 replanting to replace ageing tea bushes in the estates, which was
 lagging behind the schedule since last couple of years due to severe
 financial crunch faced after suspension of operation of the fertiliser
 plant, which has now been undertaken covering about 200 hectares of
 land every year and envisage to be an ongoing development with a long
 term prospective.
 
 With the efforts undertaken as mentioned herein before, barring
 unforeseen circumstances, it is expected that the company will be able
 to overcome the negatives and resultant inflationary pressures and tea
 business of the Company will sustain on stand alone basis in coming
 years.
 
 FIXED DEPOSITS
 
 The Company was not able to repay the dues of the fixed deposits
 holders. In terms of the scheme sanctioned by the Hon''ble BIFR, the
 dues of the fixed deposit holders shall be settled at 85% of the
 principal amount of the fixed deposits within 180 days from the date of
 sanction of the scheme in full and final settlement.
 
 BOARD DIRECTORS
 
 In terms of the provisions of the Articles of Association of the
 Company, Mr. D. Sengupta and Mr. S. P. Gupta will retire by rotation
 and being eligible, offer themselves for re-appointment as Directors.
 
 Mr. Shrivardhan Goenka and Dr. A. L. Ananthanarayanan have been
 appointed as additional directors of the Company with effect from 14th
 November, 2011. The Board has received notices under section 257 of the
 Companies Act, 1956 from the shareholders of the Company seeking
 appointment of Mr. Goenka and Dr. Ananthanarayanan as members of the
 Board. Mr. S. K. Kinra has been appointed by Hon''ble BIFR as special
 director with effect from 3rd January, 2011. The Board welcomes their
 appointment.
 
 SUBSIDIARY AND CONSOLIDATED FINANCIAL STATEMENTS
 
 In terms of the exemption granted by the Ministry of Corporate Affairs,
 a statement containing brief financial details of the subsidiary
 companies for the financial year ended 31st March, 2011 are attached in
 the Annual Report of the Company.
 
 As required, under the Listing Agreement with the Stock Exchange, the
 Consolidated Financial Statements of the Company together with its
 subsidiary companies prepared in accordance with Accounting Standard
 AS-21 issued by the Institute of Chartered Accountants of India, are
 attached.
 
 MANAGEMENT DISCUSSION & ANALYSIS REPORT
 
 Management Discussion and Analysis Report, as stipulated under Clause
 49 of the Listing Agreement with the Stock Exchange, for the year under
 review is presented in a separate section forming part of this Report.
 
 CORPORATE GOVERNANCE
 
 A Report on Corporate Governance as stipulated under Clause - 49 of the
 Listing Agreement with the Stock Exchange, is annexed forming part of
 this Report. Certificate from the Statutory Auditors, M/s Lodha & Co.
 confirming compliance of conditions of Corporate Governance as
 stipulated under Clause-49, is annexed forming part of this Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXHCHANGE
 EARNINGS AND OUTGO
 
 The particulars relating to conservation of energy, technology
 absorption and foreign exchange earnings and outgo under Section
 217(1)(e) of the Companies Act, 1956 read with the Companies
 (Disclosure of Particulars in the Report of the Board of Directors)
 Rules, 1988, has been provided in Annexure forming part of this Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 As required under Section 217(2AA) of the Companies Act, 1956, the
 Directors hereby confirm that:
 
 (i) in the preparation of the accounts in respect of the year under
 report, the applicable accounting standards have been followed along
 with proper explanations relating to material departures;
 
 (ii) such accounting policies as were reasonable and prudent were
 selected in preparing the accounts and these were applied consistently.
 Further judgments and estimates that were reasonable and prudent were
 also made in the course of preparing the accounts so as to give a true
 and fair view of the state of affairs of the Company as at the end of
 the financial year and of the loss of the Company for the year ended
 31st March, 2011;
 
 (iii) proper and sufficient care was taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting frauds and other irregularities;
 
 (iv) the annual accounts have been prepared on a going concern basis.
 
 EMPLOYEES
 
 The Company continues to have a cordial and harmonious relation with
 its employees at all levels.
 
 None of the employees of the Company was in receipt of Rs. 60 lacs per
 annum or Rs. 5 lacs per month and hence information pursuant to Section
 217(2A) of the Companies Act, 1956, read with the Companies
 (Particulars of Employees) Rules, 1975, as amended in 2011, is not
 annexed to the Director''s Report.
 
 MAINTENANCE OF A WEBSITE
 
 The Company is in the process of implementation of its Website pursuant
 to the requirement of clause 54 of the Listing Agreement.
 
 LISTING OF EQUITY SHARES
 
 The Company''s equity shares are listed with National Stock Exchange of
 India Ltd (NSE) as well as traded in Bombay Stock Exchange Ltd (BSE).
 The Company has paid the requisite annual listing fee to the listed
 Stock Exchange for the financial year 2011-2012.
 
 AUDITORS
 
 M/s. Lodha & Co., Chartered Accountants, the Auditors of the Company,
 will retire at the ensuing Annual General Meeting. They have expressed
 their willingness to continue in office, if re-appointed and have
 furnished the requisite certificate of their eligibility pursuant to
 section 224(1B) of the Companies Act, 1956.
 
 The observations in the Auditors'' Report have already been explained in
 the Schedule of Notes and further explanations of the Management are as
 under :
 
 para 1(I) - the fertilizer division of the company was maintaining full
 records of the its fixed assets in hard copy as well as in its computer
 system. However due to non operation of the said division and
 disconnection of power at the plant, the computer system was not
 operated. The Computer System (SAP) has since been made operational
 during the year and the data of fixed assets as maintained in the SAP
 Module is being accessed. Reopening of the plant will commence on
 de-merger of fertilizer undertaking as per rehabilitation scheme
 sanctioned by BIFR as explained in note 9(a) of Schecule -12. para I
 (III) (a) & (b) - interest free loan was given to Andhra Cements Ltd in
 terms of the scheme of rehabilitation sanctioned by BIFR in earlier
 years. It has been stipulated to be repaid in terms of the term loans
 sanctioned by financial institutions to the said company as explained
 in note 19(b) of Schedule 12; para 1 (VI) – as explained hereinbefore
 and also in note 10 of Schedule 12, the dues of the fixed deposit
 holders shall be settled in terms of the scheme sanctioned by BIFR.
 para 2 & 3 - the Rehabilitation Scheme of the Company has been
 sanctioned by BIFR in hearing held on 29th September 2011, when the
 representatives of the Company were also present and pending
 implementation of the said scheme, the accounts have been prepared on a
 going concern basis as explained in note 7.1 of Schedule 12.  para 4 -
 outstanding loans and advances have been explained in note 20 of
 Schedule- 12. para 5 - status of the fertilizer division has been
 explained in note 9 (a) and (b) of Schedule12. The computer system
 (SAP) of the fertilizer division has been made operational during the
 year and the various balances compiled after 2006 outside the said
 system are being incorporated on de- merger of the fertilizer
 undertaking as per the scheme, as explained in note 9 of Schedule 12.
 para 6(a) & (b) - pending de-merger of fertilizer undertaking effective
 from 1st October 2010, no further provision for the employees related
 cost amounting to Rs. 179.62 lacs and liability for employee benefit
 pertaining to fertilizer division including contribution to pension
 fund after the date of de-merger as envisaged in the scheme sanctioned
 by BIFR i.e. for the period 1st October, 2010 to 31st March, 2011 have
 been considered necessary in the accounts as explained in note 12(b)
 and 21(c)of Schedule 12. para 7(a) - the matter pertaining to surcharge
 on electricity is sub-judice before the Hon''ble Allahabad High Court
 and in the scheme sanctioned for revival of the company, BIFR has
 recommended to consider waiver of such claim, as explained in note 3.2
 of Schedule 12. para 7(b) - the Company is in the process of
 identifying suppliers covering under “The Micro Small and Medium
 Enterprises Development Act, 2006” but due to non availability of data
 especially relating to Fertiliser Division, the details could not be
 compiled/furnished as explained in note 6.2 of Schedule 12. para 7(c) -
 pursuant to the decision of Hon''ble High Court at Calcutta in similar
 other matter with regard to levy of Salami under certain circumstances,
 the Company has filed appeal against the imposition of levy of Salami
 before the Appropriate Authority, as explained in note 18.4 of Schedule
 12. para 7(d) - as regards managerial remuneration, necessary
 applications are pending for approval before MCA/Central Government.
 
 ACKNOWLEDGEMENTS
 
 The Directors wish to place on record their gratitude to the Department
 of Fertilizers - Ministry of Chemicals & Fertilizers and various
 departments of the Central Government, Governments of West Bengal and
 Uttar Pradesh, banks, financial institutions, shareholders, employees,
 fixed deposit holders and other stakeholders for their support to the
 Company.
 
                                      For and on behalf of the Board
 
 Place:Kolkata                                          G. P. Goenka
 
 Dated : 14th November, 2011                                Chairman