The Directors have pleasure in presenting the Annual Report with the
 audited Accounts of your Company, for the financial year ended 31st
 March 2011.
 
 REVIEW OF PERFORMANCE
 
 The Financial Results of the Company for the year ended 31st March 2011
 are summarized below:
 
                                             2010-11         2009-10
 
                                            Rs.ln Lakhs    Rs.ln Lakhs
 
 Profit before Interest, 
 Depreciation and Taxation                   32,746.19      36,331.32
 
 Less: Interest and Exchange 
 Fluctuation (Net)                            1,834.78       2,526.80
 
                                             30,911.41      33,804.52
 
 Less: Depreciation & amortization            2,754.18       2,711.72
 
 Profit before Taxation                      28,157.23      31,092.80
 
 Taxation Charge
 
 Current Tax                                  5,173.34       6,561.00
 
 MAT Credit                                   (839.00)              -
 
 Deferred-Tax                                   600.00         498.89
 
 Profit after Taxation                       23,222.89      24,032.91
 
 Balance brought forward from 
 previous year                                9,236.53       4,309.02
 
 Balance available for Appropriations        32,459.42      28,341.93
 
 Proposed Dividend                            5,472.79       4,378.23
 
 Tax on Proposed Dividend                       887.82         727.17
 
 Transfer to General Reserve                 16,000.00      14,000.00
 
 Balance carried forward                     10,098.81       9,236.53
 
 The Board is pleased to report (hat despite loss of crop in the early
 part of the season, the Company managed to have almost the same
 turnover as in the previous year which was possible for higher prices
 of Tea prevailing in the market during the year under review. The net
 profit for the year was marginally down at Rs.23,223 Lakhs despite
 significant increase in input costs.
 
 DIVIDEND
 
 Your Directors are pleased to recommend for approval of the
 shareholders a dividend of Rs.5/- per equity share on 10,94,55,735
 fully paid up equity shares of Rs.5/- each being 100% on the paid up
 value of the equity shares of the Company for the year ended 31st March
 2011 as against 80% (Rs.4/- per share) paid for the previous year.
 
 REVIEW OF OPERATIONS
 
 During the financial year, your Company produced 749 Lakh Kgs tea as
 compared to 772 Lakh Kgs in the previous year. Unfavorable weather and
 unprecedented pest attack in the South Bank resulted in a decrease in
 crop over last year. During the beginning of the year the Dooars
 estates had severe hail damage which also resulted in a decline in
 harvest.
 
 As a result of the ongoing Uprooting and Replanting Policy, the age
 profile of the tea has improved. Your Company now has about 75% of the
 area under 50 years of age. A good standard of young tea was
 established. The average yield of the last three years Is close to 2100
 kgs per hectare which is much higher against an Industry average of
 1700 kgs per hectare. All tea estates have good clonal nurseries with
 the requisite clonal blend.
 
 Your Companys focus has always been to produce quality teas, which
 continues to command a premium both in the domestic and international
 market. As part of the upgradation and modernization programme of
 factories, withering capacity was increased on eight estates. Ten
 Rotorvanes, four Rotorvane feeders, twenty-one CTC machines, three
 Continuous Fermenting Machine (CFM), three Vibro Fluid Bed dryers
 (VFBD), three coal stoves, one mini boiler, eight milling machines,
 nine chasing lathes, nine Sinar moisture meters and three colour
 sorters were purchased and installed in various factories. In some
 factories extension of building was undertaken to accommodate
 additional sorting machinery and create additional storage space for
 packed tea. To augment the standby generating capacity one new 380 KVA
 gas generating set and one 30 KVA diesel generating set were installed.
 For undertaking river embankment work bordering tea estates and
 deepening outlet drains one new JCB Excavator was purchased. Seven new
 weigh bridges were installed to facilitate the weighment of green leaf,
 ration, fertiliser, coal, etc. An additional blending drum was
 commissioned in the Nilpur Blending Unit. As blending operations are
 expected to increase, an additional storage space of 13,500 square feet
 has been constructed.
 
 The Company has forty five Hazard Analysis and Critical Control Points
 (HACCP) certified factories. Your Company also has four estates
 certified as Fairtrade and fifteen estates certified as Rainforest
 Alliance.- The Nilpur Blending Unit is a HACCP Certified unit.
 
 The average price realization for the Companys tea for the year was
 Rs. 145.11 which is higher than the North Indian auction average of Rs.
 124.18.
 
 The Company saw a total export quantum of 210 Lakh kgs with an overall
 turnover of Rs.32,981 Lakhs. Favourable feedback was received from the
 buyers both in terms of quality and deliveries.
 
 D1 WILLIAMSON MAGOR BIO FUEL LIMITED
 
 D1 Williamson Magor Bio Fuel Limited (D1 WML) was incorporated under a
 joint venture agreement between Williamson Magor & Co, Limited (WML)
 and D1 Oils Trading Ltd. UK to facilitate development of Jatropha
 Plantation under contract farming arrangements for production of bio
 diesel from Jatropha oilseeds. Being an associate of WML your company
 presently holds 33.93% of equity capital of D1WML.
 
 The price of crude petroleum has firmed up during the year and so also
 the price of bio fuel being the supplement to fossil fuel. The demand
 for bio fuel is globally quite strong and there is acute shortage of
 feedstock to meet the demand. DIWMLs effort to develop bio diesel
 feedstock, once established, is likely to fetch market premium. In
 addition, D1 Oils pic has developed poultry feed from de-oiled bio mass
 which has been patented in UK.
 
 The plantation developed by D1WML under contract farming arrangements
 has been going Ihrough initial gestation period at various levels of
 maturity. The farmers in some areas of the North East have faced
 difficulties in maintaining the plantation because of excessive weed
 growth, but have been able to maintain plantation on about 25,000
 hectares which is likely to be productive. The company has also been
 promoting the plantation in more areas where farmers are positive and
 undertaking due upkeep. The company has re-engineered the plantation
 management with focus on poducl.ve plantation and sizable cost
 reduction.
 
 The quantity of oilseed harvest by the farmers during the year had not
 been adequate to manufacture oil on a commercial basis and therefore
 stored for use in 2011-12. The initial gestation period is longer than
 the estimate and this has been experienced across the world. The longer
 gestation period on contract farming model results in shrinkage of
 productive area. However, D1WML has re-worked the business plan based
 on present productive area. It expects sub commercial crop during 2011
 and 2012 and final commercial production in 2013.
 
 SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
 
 Borelli Tea Holdings Limited {Borelli), the wholly owned subsidiary
 of the Company in U.K. is inter alia engaged in ihe business of
 investing unds in va.ious Companies and as al Ihe end of Ihe year on
 31st March 2011 had :he following Subsidiaries in different countries
 :-
 
 (i) Phu Ben Tea Company Limited. Vietnam - controlling stake of Borelli
 being 100%
 
 (ii) Rwenzori Tea Investments Limited (Rwenzori). Uganda -
 controlling stake of Borelli being 100%
 
 (iii) McLeod Russel Uganda Limited - 100% subsidiary of Rwenzori
 
 (iv) Olyana Tea Holdings LLC, (Olyana) USA - controlling stake of
 Borelli being 95%
 
 Olyana had submitted a bid with the Government of Rwanda for
 acquisition of 60% stake of Gisovu Tea Company Limited (Gisovu).
 Later the Government of Rwanda at its Cabinet Meeting held on 11th
 February 2011 decided to sell 60% shares of Gisovu instead of Olyana.
 to its holding Company Borelli. In line with the said decision, Borelli
 signed an MoU with Rwanda Development Board and Rwanda Tea Authority
 and provisionally entered into management and took over control of
 Gisovu on 23rd February 2011 pending other formalities which are being
 complied with.
 
 Borelli has set up a wholly owned subsidiary in Dubai by the name of
 McLeod Russel Middle East DMCC which was granted the requisite license
 on 9th May 2011 for doing Tea Trading business in Dubai. With this,
 your Company now has one wholly owned subsidiary and five step-down
 subsidiary Companies.
 
 As required under the Listing Agreement with the Stock Exchanges,
 Consolidated Financial Statements of the Company, its five Subsidiaries
 and two Associate Companies namely D1 WML and Babcock Borsig Limited
 prepared in accordance with the applicable Accounting Standards issued
 by The Institute of Chartered Accountants of India are attached.
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the subsidiary companies are not
 being attached with the Balance Sheet of the Company. The Company will
 make available the Annual Accounts of the subsidiary companies and the
 related detailed information to any member of the Company who may be
 interested in obtaining the same.  The annual accounts of the
 subsidiary companies will also be kept for inspection at the Registered
 Office of the Company and that of the respective subsidiary companies.
 The Consolidated Financial Statements presented by the Company include
 the financial results of its subsidiary companies. A Statement
 containing financial information of the Subsidiary Companies is
 included in the Annual Report in the Chapter containing Consolidated
 Financial Statements. The performance of the major subsidiaries are
 summarised below for your information.
 
 BOELLI TEA HOLDINGS LIMITED
 
 During the year ended 31st March 2011 Borelli Tea Holdings Limited
 earned a net profit in Indian Rs.2,143 Lakhs and has recommended
 payment of Dividend @ 100% on its equity capital held by your Company.
 
 PHU BEN TEA COMPANY LIMITED
 
 During the year ended 31st December 2011, Phu Ben Tea Company Ltd
 achieved a total production of 46.76 Lakh Kgs. Sales, including carry
 forward from the previous year amounted to 47.05 Lakh Kgs which were
 sold at an average price of .82/kg. This was 3% higher than last
 year. The plantations achieved a yield per hectare of 2,656 kgs. Total
 production from plantations at 30.96 Lakh kgs was another record, up
 from the previous year by 2%.
 
 During this period of the Company recorded a net profit in Indian
 Rs.161 Lakhs on a sales turnover of Rs.3,252 Lakhs. The acquisition of
 the fourth factory assisted by way of capacity expansion and also
 contributed for the increase in production. New withering troughs were
 constructed in one factory.
 
 The Company continues to lay stress on quality control in both field
 and factory and adheres to GAP for plantation development, along with
 IPM measure for the control of pesticides. All the plantations were
 Rainforest Alliance Certified in 2010. The Company, which employs
 2,499 farmers, workers and staff had good Industrial relations and
 received awards and certificates from both State Government agencies
 and Provincial Authorities for environmental protection, contribution
 to the development of the Tea Industry in Vietnam and was cited as a
 model business venture.
 
 McLEOD RUSSEL UGANDA LIMITED
 
 McLeod Russel Uganda Limited in its first year of operation under
 McLeod Russel Group and blessed with exceptionally favorable weather
 conditions that prevailed from December 2009 until October 2010,
 achieved an all time record production of 168.39 Lakh kgs of made tea.
 Of this 25.37 Lakh kgs were from out grower green leaf purchase and
 143.02 Lakh kgs from own crop. The resultant yield of 4347 kg/ha was an
 increase of 12% over the previous year.  The average sales price
 realized was .84 against the Ugandan average (auction) of .77.
 During the year ended 31st December 2010 the Company recorded a net
 profit in Indian Rs.2,504 Lakhs on a sales turnover of Rs.11.854 Lakhs.
 
 The area under tea was increased by 7.00 ha of extension clonal
 planting and 20.00 ha of eucalyptus forestry plantation were also
 added. Factory expansion projects were commenced at two of the Company
 estates, to increase processing capacity from 2 to 3 lines at each
 location. The Company increased mechanical harvesting to 53% of own
 crop, and undertook commercial trials of one man harvesters.
 
 The Company estates were Rainforest Alliance Certified during the year,
 and ISO 9001 (QMS) and ISO 14001 (EMS) certifications were renewed.
 Good Industrial relations were maintained with the over 6000 strong
 work-force. Efforts with regard to health and family welfare were
 recognized with an award from USAID/HIPS Project as one of the 10 best
 organizations in the country, in Health in the Workplace Programme. The
 Company was also awarded the Gold Award in the Presidents Export
 Awards, for Tea exports.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 Your company is conscious of its social responsibilities and firmly
 believes that sustainability of an enterprise depends on perfect
 harmonization with the environment within which it operates. With this
 philosophy in mind, it has continued with its activities in the sphere
 of education, health-care, culture, welfare, environment preservation
 and building of social infrastructure.
 
 Your Company provides high standard of medical care to its work force
 through well equipped individual estate hospitals and specialized
 treatment at the Central Hospitals. Apart from this, the Company has
 also been reaching out to remote villages by holding medical camps. It
 also holds regular eye camps in collaboration with the Sri Sankardeva
 Nethralaya, Guwahati and District Health Departments, and complicated
 cases are provided specialized medical treatment. It has also been
 assisting the Blind School at Moran for several years, as also a school
 for hearing impaired children.
 
 The Company has been involved with the promotion of Education for a
 long time and provides financial assistance to many schools and
 colleges in areas neighbouring its estates, and elsewhere.
 
 The Assam Valley School, established with financial contribution and
 other assistance from your Company, has emerged as a premier Public
 School of the country and continues to provide excellent opportunity to
 the children of the planting community and the North East in terms of
 Education and all round development. The School is viewed as a
 pan-Indian centre of educational excellence and currently ranked
 amongst the top ten Most Respected Residential Schools in India. The
 Williamson Magor Education Trust has awarded over a 100 scholarships
 since the inception of this scheme in 1991. Many brilliant students
 have benefitted from this scheme to pursue higher studies in Management
 and specialized disciplines in Engineering.
 
 Being an eco-friendly industry, the Company has provided a vast, clean
 and peaceful environment in this cramped, crowded and noisy world. It
 has also taken up tree planting schemes at its various locations.
 Awareness of the importance of preservation of natural habitat is
 instilled in children from an early age, to ensure a clean and green
 environment in future.  Heritage conservation is a continuing programme
 of your Company also.
 
 With the Companys continued support, the Assam Valley Literary Awards
 programme constituted to honour stalwarts who have kept alive the
 richness of Assamese literary heritage, has now completed twenty one
 years. This year the award was conferred upon eminent Assamese writer
 Shri Hare Krishna Deka. For the promotion of Assamese language and
 literature, the Company, in collaboration with the Asom Sahitya Sabha
 and leading publishers, has brought out reprints of old books.
 
 Your company believes in the philosophy that building proper social
 infrastructure will result in the betterment of the society. Towards
 this end, it has taken certain initiatives. It is continuing to support
 the Bodo Handloom Scheme in Mangaldai region of Assam for economic
 empowerment of women. The promotion of local handicraft is stressed
 upon continuously.
 
 The Company was instrumental in setting up the auditorium at
 Vivekananda Kendra in Guwahati. The auditorium is used for discourses,
 seminars, yoga sessions and character building classes for the youth of
 the region. As a prominent member of the Indian Tea Association, the
 Company along with its peers in the Industry and the Government of
 Assam has helped in the construction of Pragjyoti, a cultural centre
 which is considered as the pride of the North East.
 
 With your company spreading its wings, its corporate social
 responsibility activities have also transcended the boundaries of the
 nation. Your companys subsidiary, McLeod Russel Uganda Limited (MRUL)
 is a major participant in (he USAID project, Health Initiatives for
 Private Sector (HIPS), in Uganda. MRUL does commendable work in AIDS
 prevention programme in that country. MRUL was ranked among the best
 ten companies in Uganda in Health in the workplace programme.
 
 DIRECTORS
 
 Since the last Report Mr. Balaji Swaminathan resigned from the Board
 with effect from 23rd March 2011. The Board placed on record its
 sincere appreciation for the valuable services rendered by Mr.
 Swaminathan during his association with the Company as a Director.
 
 The term of appointment of Mr. A. Khaitan as the Managing Director and
 Mr. R. Takru, Mr. A. Monem and Mr. K. K.  Baheti as the Wholetime
 Directors had expired on 31 st March 2011. Considering their
 satisfactory performance, the Board of Directors by its resolution
 passed on 1st April 2011 re-appointed Mr. A. Khaitan as the Managing
 Director and Mr. R. Takru, Mr. A. Monem and Mr. K. K. Baheti as
 Wholetime Directors for a fresh term of three years in each case
 commencing from IstApril 2011. Approval of the Members to the said
 re-appointments as also to the remuneration payable to the Managing
 Director and the Wholetime Directors will be sought at the ensuing
 Annual General Meeting.
 
 In accordance with the provisions of the Articles of Association of the
 Company, Mr. D. Khaitan, Mr. U. Parekh and Mr. A. Monem will retire by
 rotation at the forthcoming Annual General Meeting and being eligible,
 offer themselves for re-appointment.
 
 COST AUDIT
 
 The Ministry of Corporate Affairs, Government of India by an Order
 directed audit of the Cost Accounts maintained by the Company under
 Section 209(1) (d) of the Companies Act, 1956 in respect of the
 Plantation Product on a yearly basis. In terms of the said Order Cost
 Audit is conducted by four firms of Cost Accountants appointed with the
 approval of the Ministry of Corporate Affairs (MCA). In terms of the
 General Circular No.15/2011 issued by MCA, full particulars of the Cost
 Auditors as also other details pertaining to the Cost Audit are given
 in the Annexure forming part of this Report.
 
 AUDITORS
 
 Messrs. Price Waterhouse retire as the Auditors at the conclusion of
 the forthcoming Annual General Meeting and, being eligible, offer
 themselves for re-appointment.
 
 AUDITORS REPORT
 
 With regard to the observation made by the Auditors in their Report
 relating to non-ascertainment of value of green leaf consumed,
 reference is made to Note 20(b) of Schedule 17 of the Accounts, which
 is self-explanatory.
 
 MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE
 GOVERNANCE
 
 As required in terms of the Listing Agreement with the Stock Exchanges,
 a Management Discussion and Analysis Report and a Report on Corporate
 Governance are annexed forming part of this Report.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
 state as follows:
 
 1.  That in the preparation of the annual accounts for the financial
 year ended 31st March 2011, the applicable accounting standards had
 been followed with no material departures;
 
 2.  That the Directors had selected such accounting policies and
 applied them consistently and made judgments and estimates that are
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit or loss of the Company for that period;
 
 3.  That the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in preventing and detecting
 fraud and other irregularities;
 
 4.  That the Directors had prepared the annual accounts on a going
 concern basis.
 
 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
 
 A statement giving details of conservation of energy and technology
 absorption in accordance with the Companies (Disclosure of Particulars
 in the Report of the Board of Directors) Rules, 1988, is annexed.
 
 PARTICULARS OF EMPLOYEES
 
 A statement of particulars of employees as required under section
 217(2A)of the Companies Act, 1956 forms a part of this report as a
 separate Annexure. In terms of Section 219(1 )(b)(iv) of the Act, this
 Report is being sent to all Members without the said Annexure. Any
 member interested in taking inspection or obtaining a copy of the said
 statement may contact the Secretary of the Company at its Registered
 Office during working hours.
 
 EMPLOYEE RELATIONS
 
 The Company has a large work force employed on tea estates. The welfare
 and well being of the workers are monitored closely and harmonious
 relations with its employees are being maintained.
 
 The Industrial relations remained cordial throughout the year and your
 Board of Directors wish to place on record its appreciation for the
 dedicated services rendered by the executives, staff and workers at all
 levels and for the smooth functioning of all estates. The policy of
 transparency and recognition inspired the employees to contribute their
 best efforts for the Company.
 
                                        For and on behalf of the Board
 
                                        A. Khaitan - Managing Director 
 
                                     K. K. Baheti - Wholetime Director
 
 Place : Kolkata 
 
 Date :30th May 2011