Dear Shareholders,
 
 We present the 65th Annual Report of the Company together with the
 Audited Statements of Accounts for the year ended 31st March 2011.  The
 Scheme of Amalgamation and demerger: The Company has amalgamated its
 subsidiary M.R Chini Industries Ltd. (MPCIL), having a sugar mill of
 5000 TCD at Majhaulia in the State of Bihar w.e.f.  1.10.2010, the
 start of sugarseason. Further the Parvati Tea Factory at Makum,
 Tinsukia, Assam stands demerged from its subsidiary Parvati Tea Co.
 Ltd. (PTCL) and amalgamated with the Company w.e.f. 1st April, 2010.
 Similarly the long term investments held by the company under strategic
 investment division with corresponding reserves shall stands
 transferred to and vest in PTCL w.e.f. 1st April 2010.  In terms of the
 scheme, the company shall issue and allot to the members of MPCIL three
 (3) equity shares of Rs.5/- each for every one (1) equity share of
 Rs.10/ each held in the said company.
 
 Similarly, PTCL shall issue and allot 5,00,000 equity shares of Rs.10/-
 each valued at Rs.50,00,000/- (Rupees fifty lac only) and demerge its
 Parvati Tea factory for its amalgamation with the company in
 consideration of the value of long term strategic investment being
 transferred to them. The Scheme of Amalgamation and Arrangement is
 expected to strengthen the position of the company and should have
 beneficial results for the shareholders, employees and all concerned.
 The financial results of the company after giving effect to the said
 Scheme for the year ended 31st March 2011 are enumerated below and
 hence not comparable with the figures of the previous year.
 
 Financial Results                       31st March,       31st March,
                                                2011             2010
                                               [Rs.]            [Rs.]
 
 Gross Profit for the year              65,77,19,206      78,41,37,184
 Add:
 
 i. Balance brought forward             46,23,64,478      21,97,71,900
 from previous year
 
 ii. MAT credit entitlement (Net)          52,90,914       3,54,10,443
 
 iii. Deferred Tax Assets                3,50,11,639                 -
 
                                       116,03,86,237     103,93,19,527
 
 Deduct:
 
 i. Gratuity                             2,57,37,323       1,91,35,000
 
 ii. Depreciation                       11,52,07,198       7,80,67,935
 
 iii. Provision for taxation             9,40,00,000       9,00,00,000
 
 iv. Deferred Tax Liability                        -       1,53,09,883
 
                                        23,49,44,521      20,25,12,818
 
 Profit available for appropriation     92,54,41,716      83,68,06,709
 
 Financial Results                         31st March,      31st March,
                                                 2011             2010
 
                                                [Rs.]            [Rs.]
 
 We recommend that the above amount be dealt with as under:
 
 A) i) Proposed Dividend                  6,52,25,274      6,52,25,274
 on Equity shares
 
 ii) Tax (including surcharge             1,05,81,170      1,08,33,103
 & education cess)
 @ 16.2225% on
 proposed dividend
 
 B) i) Reversal of dividend for                     -      (13,81,380)
 
 2008-09 related Shares held in Trust
 
 ii) Dividend Tax w/back for                        -       (2,34,766)
 2008-09 related shares
 held in Trust
 
 C) Transfer to General Reserve          30,00,00,000     30,00,00,000
 
 D) Balance carried forward to           54,96,35,272     46,23,64,478
 next year                                _    
 
                                         92,54,41,716     83,68,06,709
 
 Equity Dividend
 
 The Board is pleased to recommend the distribution of dividend of
 Rs.3/- on face value of Rs.5/- each per share compared to Rs.6/- paid
 on the face value of Rs.10/- each paid last year. The dividend tax
 including surcharge and education cess amounting to Rs.105.81 lac shall
 be payable by the company on the said dividend.
 
 Review of Performance
 
 As compared to the previous year, the result for the current year is
 less favourable as:
 
 1.  Lower crop in South India, Terai & Dooars Tea estates
 
 2.  Price realization of Cachar and South India down by around Rs.10/-
 per kg. and that of Dooars & Terai by Rs.6/- per kg. and 60% of your
 company''s produce comprises of the said teas.
 
 3.  Increase in cost of coal, oil and fertilizer and rise in labour
 costs resulting in higher cost of production by around Rs.5/- per kg.
 
 Tea Estates
 
 India produced lower crop of 967 mn. Kgs. in the year 2010 as compared
 to 979 mg.kg. previous year. This was due to lower crop in Assam,
 Cachar Darjeeling and South India. The crop of Dooars & Terai was
 higher than last year. The favourable weather conditions in Kenya and
 Sri Lanka resulted in higher world crop by around 100 mn.kgs.
 
 Your company produced 241.42 lac kg. during 2010-11 against 233.40 lac
 kg. during 2009-10, out of which own crop 196.89 lac kg. against 200.55
 lac kgs last year. There was higher crop in Assam & Cachar gardens
 while Terai, Dooars and South India witnessed lower crop due to
 unfavourable climatic condition.  The all India average tea price which
 peaked in middle of the year softened at the year end for Assam Dooars
 and Darjeeling with Cachar and South Indian prices going below the
 previous year''s prices.
 
 The year 2010 started with low carry forward stock.  All India
 production was down by 12 mn. kg. Added to this, the pressure of
 domestic demand is mounting up on supply line. This should help in
 better and improved realizations for tea in years to come. Your company
 lays emphasis on quality tea, which is well received and appreciated by
 domestic and international market.
 
 Your tea estates continue to follow the up-to-date field practices, to
 improve upon the quality standards.  The age profile of bushes of tea
 has improved as a result of ongoing uprooting & replanting /
 rejuvenation of old bushes. The tea factories are renovated with latest
 machines to save on cost of production.
 
 Your tea estates continue to maintain stringent control under quality
 management system and have taken precautions to ensure strict
 conformity with various norms to market the tea under various retail
 chain in India and abroad. Various measures have been taken to ensure
 hygiene in all its work places.
 
 The Jay Shree Chemicals & Fertilisers, Khardah:
 
 The Nutrient Based Subsidy (NBS) Scheme implemented by the Government
 of India for all phosphatic fertilizers from April 2010 has helped the
 superphosophate industry in reviving its fortune.  The upswing in raw
 material prices is always a cause of concern. However, with decontrol,
 this should be absorbed by MRP of Single Supher Phosphate from time to
 time. To keep the cost under check, various measures taken by the
 company for inventory control etc. has started yielding results. We
 have undertaken sustainable marketing plan to develop our relationship
 with the customers on long term basis. The figures of production and
 despatches are as under :
 
                                Production            Despatches
                                  (M.T.)                 (M.T.)
                             2010-11    2009-10    2010-11     2009-10
 
 Single Super Phosphate        94154      76256      93675       58034
 
 Sulphuric Acid                46002      11115      20928*      6628*
 
 {* 26154{previous year 4711} Captive Consumption}
 
 The Jay Shree Chemicals & Fertilisers, Gurgaon
 
 The production and sale of the unit improved compared to that of the
 previous year and the profitability was satisfactory. For better
 marketing, the company commissioned Oleum plant in March 2011 full year
 production of which should be available from current year. The market
 is facing stiff competition due to over supply of suplhuric acid being
 by-product of nearby smelter units which is hampering the sale.
 
 During the year the unit manufactured 30126 M.T of sulphuric acid
 compared to 28048 M.T. of Sulphuric acid last year and sold 29812 M.T.
 compared to 28208 M.T. last year. The unit produced 403 M.T. of Oleum
 and dispatched 301 M.T. of Oleum during the year.
 
 Export of Tea
 
 All India export was slightly lower at 193 mn.kg as against 196 mn. kg.
 last year. There were strong demand from Russia, UK and UAE during 2010
 which is likely to continue. Due to financial imbargo on Iran, the
 trade between India and Iran was affected. The Government of India is
 working on the modalities to be devised for streamlining the payment
 problem with Iran which should stabilize trade with Iran again. The
 stable currency helped in better price realization for teas. Your
 company increased its export to Rs.84.31 crore as against Rs.76.57
 crore last year.
 
 Subsidiary Companies and consolidated financial statements :
 
 In terms of the circular issued by the Ministry of Corporate Affairs,
 (MCA), Government of India the Balance sheet, Profit & Loss Account and
 other documents of subsidiary companies North Tukvar Tea Co. Ltd.,
 Parvati Tea Company Ltd. and offshore investment arm Birla Holdings
 Ltd. UAE, are not being attached with the Balance sheet of the company.
 These documents are kept for inspection at the registered office of the
 company and that of respective subsidiary companies. Any member who are
 interested to obtain copy of the same may write to the company
 separately.  These documents shall be made available either in physical
 form or electronic mode as per Green Initiative of the MCA.. The
 consolidated financial statements presented by the company include the
 financial results of its subsidiary companies as per the requirement of
 listing agreement with Stock Exchanges. M.R Chini Industries Ltd., a
 100% subsidiary has been amalgamated with the company w.e.f.
 01.10.2010. Birla Holdings Ltd. (BHL), a wholly owned subsidiary of the
 company in Dubai (UAE) invested funds and acquired 100% stake in Kijura
 Tea Co.Ld.  and
 
 Bondo Tea Estates Ltd., Uganda. Kijura Tea Estate owned by these
 companies manufactured 13.30 lac kgs. of made tea in 11 months period
 against 12.84 lac kg. last full year. The average sale price realized
 was $ 1.71 per kg. against last year US $ 1.74 Per kg. During the year
 the company recorded a net profit of Indian Rs.276.92 lac on sales
 turnover of Rs.1137.33 lac.
 
 Tea Group Investment Co. Ltd. (TGIC), Dubai, a joint venture company
 with Rwanda Mountain Tea SARL, Rwanda, in East Africa owning 60% stake
 in Mata Tea Co.Ltd., & Gisakura Tea Co. Ltd. manufactured 28.30 lac
 kgs.. of tea during 2010-11 and the average realization was US $ 2.64
 per kg. for Mata and US $ 2.60 per kg.  for Gisakura. The share of
 profit related to your company has been kept at Rwanda for payment of
 the instalment for consideration value and capex required for
 upgradation of the field and factories.
 
 Corporate Governance
 
 A separate report on corporate Governance is enclosed as a part of this
 Annual Report. A certificate from the Auditors of the Company regarding
 compliance with Corporate Governance norms stipulated in clause 49 of
 the Listing Agreement is annexed to the Report on Corporate Governance.
 
 Corporate Social Responsibility:
 
 Being a part of the BIRLA GROUP well known for its contribution to
 the society in the sphere of education, art and culture, sports
 activities and green environment, your company is fully conscious of
 its social responsibilities. In all its tea estates, fertilizer
 factories and sugar mill it has adopted specific policies for proper
 waste management, clean and pollution free environment, health and
 safety of its workers and affordable education for all. The company has
 fully equipped hospitals with experienced doctors who provides
 specialized medical treatment not only to the garden workers, but also
 to the people of neighbouring tea estate(s) and other places. It has
 been holding medical camps for sterilization, child immunization etc.
 in the rural areas of its estate and factories.
 
 The company has helped many sports club by providing them financial
 assistance to develop and maintain playfield areas. Many
 schools/educational institutions have been set up or helped financially
 to provide for affordable education in the areas of their operation.
 
 Sarala Birla Cyan Jyoti, set up by the company at Guwahati, Assam is
 considered to be one of the best schools of north eastern region and is
 providing value for money to around 1700 children on its roll. The
 world class infrastructure of the school provides for all round
 development of a child. The similar campus is being set up at Silchar
 and Jorhat to provide quality education to the members of planting
 community and general people of nearby areas.
 
 The company has modern effluent treatment plant at its fertilizer
 factories to provide for pollution free environment. The company has
 carried out afforestation/vegetation on large scale in all its tea
 estates and factories to maintain ecological balance.
 
 Setting up and maintenance of the places of worship by the members of
 all communities, to help out community development programmes, to
 provide assistance to self help centres for vocational training
 programmes etc. are the regular features of the company''s social
 initiatives.
 
 Prospects
 
 The shortfall in world crop was neutralized by higher crop of around
 100 mn.kg. in Kenya and Sri Lanka. Due to unfavourable climate and pest
 attack in Upper Assam, the crop in India was down thereby adding to the
 domestic shortfall of the previous year. The lower carry over stock
 year after year, robust domestic demand and pressure on supply chain is
 likely to keep the prices of teas at remunerative levels in years to
 come. It is evident from the market trends of last few years that the
 quality tea will always command premium over non-quality. Your company
 has been continuously investing to upgrade in field and factories for
 raising the yields and improving the quality. However, being a labour
 intensive industry with no action on the part of the government for
 sharing social cost, the Indian tea industry is less competitive in
 international arena.
 
 The nutrient based subsidy scheme of government for the phosphatic
 fertilizer, continuous upgradation of plants, sustainable marketing
 efforts, improvement in productivity augurs well for the future of
 fertilizer plants of the company.
 
 Due to inflationary pressure in the economy the government has kept
 strict control on sugar prices by not allowing exports despite high
 production in India and lower production in Brazil and other countries.
 The international prices of sugar touched record high during the year.
 It is a matter of time that the government will rise to the demand of
 the industry to decontrol it from various regulations and quotas and
 the sugar industry will have its right share in the commodity market.
 
 With all these factors, we can take an optimistic long term view of the
 company.
 
 Directors'' Responsibility Statement
 
 Your Directors would like to inform members that the audited accounts
 containing the financial statements for the year 2010-11 are in
 conformity with the requirements of the Companies Act and they believe
 that the financial statements reflect fairly the form and substance of
 transactions carried out during the year and reasonably present the
 Company''s financial condition and results of operations. The Statutory
 Auditors, M/s. Singhi & Co., Chartered Accountants, Kolkata have
 audited these financial statements.
 
 Based on the same, your Directors further confirm that according to
 their information:
 
 I.  in the preparation of the annual accounts, applicable accounting
 standards have been followed and there are no material departures;
 
 II.  the accounting policies are consistently followed and applied to
 give a true and fair view of the state of affairs of the Company;
 
 III.  proper and sufficient care has been taken for the maintenance of
 accounting records in accordance with the provisions of the Companies
 Act for safeguarding the assets of the Company;
 
 IV.  the annual accounts have been prepared on a going concern basis.
 
 The Company''s Internal Auditors have conducted periodical audits to
 provide reasonable assurance that the Company''s established policies
 and procedures have been followed.
 
 The Audit Committee constituted by the Board meets at regular intervals
 to review internal control and financial reporting system.
 
 Appreciation
 
 Good relations were maintained at all the estates and other units of
 the company. The Company places on record its deep appreciation for the
 loyal services of its workforce and employees at all levels, who have
 contributed to the efficient operation and management of the Company.
 Your directors also wish to place on record its appreciation for the
 co-operation and help received from its bankers, financial
 institutions, the Tea Board authorities and the shareholders.
 
 Particulars of employees
 
 Information as per Section 217(2A) of the Companies Act, 1956 read with
 the Companies (Particulars of Employees) rules, 1975 forms part of this
 report.  However, as per Section 219(i)(b)(iv) of the Companies Act,
 1956, this report together with the accounts are being sent to all the
 shareholders of the Company excluding the Section 217(2A) statement.
 Any shareholder interested in obtaining the copy of the said statement
 may write to the Secretary at the Registered Office of the Company.
 
 Deposits
 
 None of the deposits, which were due for payment, remained unpaid as on
 31.3.2011.
 
 Disclosure of particulars with regard to conservation of energy etc.
 
 Necessary information as required by the Companies (Disclosure of
 particulars in the Report of Board of Directors) Rules, 1988, for
 conservation of energy, technology absorption and foreign exchange
 earnings and outgoings is presented in Annexure to this Report.
 
 Cost Audit
 
 The cost accounts maintained by the company in respect of plantation
 products, chemicals & fertilizer units and sugar unit is audited by
 reputed firms of Cost Accountant appointed with the approval of the
 Ministry of Corporate Affairs.
 
 Insurance
 
 Adequate insurance cover has been taken for properties of the company
 including buildings, plant and machineries and stocks against fire,
 earthquake and other risks as considered necessary.
 
 Directors
 
 Pursuant to the provisions of Article 92 of the Articles of Association
 of the Company, Shri S.KTapuriah and Shri Vikash Kandoi retire by
 rotation and being eligible, offer themselves for re-election.
 
 Subject to the approvals of the shareholders in the ensuing Annual
 General Meeting, Smt.Jayashree Mohta was appointed by the Board as
 Whole time Director designated as Vice Chairperson of the company
 w.e.f. 1.4.2011.
 
 Auditors'' Report
 
 The notes to the Accounts referred to in the Auditors'' Report are
 self-explanatory and therefore do not call for any further comments.
 
 Auditors
 
 Messrs Singhi & Co., Chartered Accountants, Auditors of the company and
 Messrs Salarpuria Jajodia & Co., Chartered Accountants, Branch Auditors
 of Sungma, Singbulli, Balasun and Marionbarie Tea Estates & Majhaulia
 sugar mill of the company, retire at the forthcoming Annual General
 Meeting and being eligible, offer themselves for re-appointment for the
 year 2011-12, which we recommend.
 
                                         For and on behalf of the Board 
 
 Kolkata,                                                    B.K. Birla
 
 24th August, 2011                                             Chairman