The Directors have pleasure in presenting their Eighteenth Annual
 Report together with the Audited Accounts for the year ended 31st
 March, 2012.
 
 FINANCIAL RESULTS                                     Rs. in Lakhs
 
                                       Year ended        Year ended
 
                                       31.03.2012        31.03.2011
 
 Profit before Interest 
 and Depreciation                        2,604.43          2,736.49
 
 Less: Interest (Net of subsidy)            56.17            139.68
 
 Profit before Depreciation              2,548.26          2,596.81
 
 Less : Depreciation                       195.74            180.10
 
 Profit before Exceptional Item          2,352.52          2,416.71
 
 Exceptional Item                           72.00              -
 
 Profit before Taxation                  2,280.52          2,416.71
 
 Less : Provision for 
 Current Taxation                          475.00            485.00
 
 Deferred Taxation adjustment              (65.00)             5.00
 
 Profit after Taxation                   1,870.52          1,926.71
 
 Add: Balance Brought Forward              429.65            474.11
 
 Profit available for Appropriation      2,300.17          2,400.82
 
 Appropriated as under :
 
 General Reserve                         1,800.00          1,800.00
 
 Dividend on Equity Shares
 
 Proposed @ 20% (2011-20%)                 146.79            146.79
 
 Tax on Dividend                            23.81             24.38
 
 Balance Carried Forward                   329.57            429.65
 
                                         2,300.17          2,400.82
 
 DIVIDEND
 
 Your Directors are pleased to recommend to the Members, for their
 approval, a dividend of Rs.0.40 per Equity Share of Rs.2 each in the
 Company for the year ended 31st March, 2012.
 
 TURNOVER
 
 The gross turnover of your Company including the receipts for technical
 and support services was Rs.7,983.43 lakhs for the current year as
 against Rs. 7,593.25 lakhs in the previous year.
 
 Own crop during the year was 39.43 lakh kgs. as against 39.66 lakh kgs.
 in the previous year. The total crop inclusive of bought leaf
 production was 39.93 lakh kgs., as against 40.03 lakh kgs. in the
 previous year. The marginal decline in crop is attributable to adverse
 weather conditions in the later part of the year under review.
 
 PERFORMANCE
 
 Rossell Tea
 
 The Directors view with utmost satisfaction your Company''s performance
 during the year under review. The Company once again achieved averages
 which were amongst the highest in the industry and continued to
 consolidate its position as amongst the best quality tea producers in
 Assam.
 
 The Company''s averages for its produce for the year under review was
 Rs. 171.52 as against Rs. 170.45 in the previous year. The average for
 Assam stood at Rs.122.64 per kg. These averages continue to reflect the
 high quality management and efforts that go into making tea at Rossell.
 
 The year 2011 - 12 saw steady CTC prices whilst orthodox prices in the
 auctions declined sharply by Rs. 22 per kg. on the back of payment
 problems in Iran and teething problems following the introduction of
 the e-auction for orthodox teas. However, outperforming the market
 your Company achieved averages marginally higher than previous year.
 This was made possible by higher exports of orthodox teas during the
 year and this, under the given circumstances, was a noteworthy
 performance. Exports grew 58% in volume terms, whilst realization
 values were higher by 9.76%.
 
 Climate change continued to affect production levels. The period
 October 2011 to March 2012 saw one of the driest periods in the history
 of tea cultivation and this resulted in a very poor back end crop. In
 March 2012, with the continuing drought the Company''s production was
 again affected resulting in a total annual production of 39.93 lac kgs
 for the year under review. However, our investments in the area of
 irrigation helped restrict the impact of the drought to a great extent.
 
 During the year, the Company continued to upgrade and modernize its
 assets. Field development continued with uprooting and replanting
 targets being fully met. The Company has over the years continued to
 take a long term development perspective and this policy continues
 unchanged.
 
 Our continuing policy of a prudent product mix once again paid
 dividends and helped in maintaining profitability at around 2010-11
 levels. However 2011-12 saw very high inflationary levels with costs of
 all inputs rising to unexpected levels. The recent wage agreement in
 Assam will further affect the cost of production.
 
 Aviation Products and Services
 
 During the year under review, Vankesh Avionics Technologies Division
 has been rechristened as Rossell Techsys in May 2011. Simultaneously, a
 new world class facility has been setup in Bangalore which is involved
 in customized engineering solutions. The Company''s main thrust areas
 are manufacture of loom and harnesses, design and development of
 automatic test equipment, system integration and embedded software
 solutions. Rossell Techsys has achieved international quality standards
 by getting AS 9100 Rev C and supplied equipments to various Public
 Sector Undertakings and Defense Research & Development Organizations.
 
 Ameritech Services continues to provide product support services for OEM
 equipments fitted on various aircraft, helicopters and ships in India.
 As per the long term contract, the quantum of work has increased adding
 ground based platforms.
 
 Russell Hospitality
 
 A new Division known as Rossell Hospitality was created on and from 1st
 December, 2011. This Division of the Company has decided to start an
 Indian Quick Service Restaurant (QSR) chain which would be called
 Kebab Xpress.
 
 PROSPECTS Rossell Tea
 
 World Black Tea production in 2011 has been lower by 25.75 million kgs.
 compared to 2010. African production was lower across the board, led by
 Kenya which saw a decline of 21.10 million kgs. Indian production of
 988 million kgs. though higher by 22 million kgs. over the previous
 year, belied the early season hope of achieving 1.0 billion kgs. of
 production for the year, due to very dry conditions from October 2011
 to March 2012. The opening to the new season globally, has been slow
 and all major black tea producing countries i.e. India, Sri Lanka and
 Kenya are running behind last year.
 
 Poor back end crops have resulted in very tight opening stocks in the
 new season especially for CTC teas. The cumulative shortage in the
 market clearly indicates that CTC prices will be very buoyant and
 prices thus far confirm this. We expect CTCs to sell well through the
 year. There will be a large price concertina difference between medium
 and good teas. Orthodox too should sell well at levels higher than the
 previous year. Quality would continue to be the buzzword through 2012,
 along with the rising consumption trends in India.
 
 Each year presents new challenges, be it drought, erratic weather
 patterns, or uncertain conditions in major orthodox consuming countries
 or rising cost of production. However, your Directors still view the
 year ahead with cautious optimism.
 
 Aviation Products and Services
 
 Rossell Techsys has signed a Memorandum of Understanding (MOUs) as an
 offset partner with Original Equipment Manufacturers (OEMs) against
 various defense and aviation contracts already signed between Ministry
 of Defiance and foreign OEMs. We envisage significant growth in the
 offset segment.
 
 Aerotech Services has been approached by new OEMs to provide product
 support services for their equipment fitted on various platforms.
 
 Rossell Hospitality
 
 Your Company initially proposes to open outlets in Delhi and will
 expand within India and thereafter globally.  With a population of 1.2
 Billion, India represents one of the largest consumer markets in the
 world. Additionally, the country enjoys one of the largest and most
 balanced demographics in terms of age, as India has more than 50% of
 its population below the age of 25 and more than 65% is below the age
 of 35. The tremendous growth in its population of young people is
 likely to bring about a shift in the Indian food service trends, as the
 young population drives the demand for processed foods. This would
 provide an impetus for the growth of the food service industry. The
 quick service restaurant landscape is dominated by western food chains
 offering western food with very limited Indianisation of the menu. Two
 income families and larger disposable income in India have generated
 demand for different type of food services, and QSR format addresses an
 important need of customers. The growth opportunities for Indian Fast
 Food has great potential in both India and globally.
 
 SUBSIDIARY COMPANIES
 
 During the year under review the entire shareholdings of Sigma
 Microsystems Private Limited was divested and sold on 29th June, 2011.
 Consequently, this Company ceased to be a Subsidiary of the Company
 thereafter.
 
 Rossell Aviation Private Limited, the fully owned Subsidiary of your
 Company as on 31st March, 2012, entered into a Joint Venture Agreement
 with CAE International Holdings Ltd., Canada on 4th August, 2011,
 subject to approval from the Foreign Investment Promotion Board (FIPB).
 The required approval has since been received.  The Company is in the
 process of changing its name to CAE Rossell India Ltd.
 
 Upon implementation of the said Agreement, the Company will provide
 training solutions for projects primarily related to the Offset
 obligations that foreign OEMs need to fulfill under their contract with
 the Ministry of Defence. The Company will undertake installation,
 maintenance and operation of Simulators for the life of the program.
 
 DIVESTMENT IN LEMON TREE HOTELS
 
 As you will observe from the accounts, your Company had invested Rs.
 2,947.51 lakhs as on 31st March, 2012 in Lemon Tree Hotels. Your
 Company has since sold and transferred its entire shareholding in Lemon
 Tree Hotels on 30th April, 2012 at an attractive price.
 
 ACQUISITION OF NAMSANG TEA ESTATE
 
 Your Company has signed an agreement dated 20th April, 2012 with
 Dhunseri Petrochem & Tea Ltd., Kolkata to purchase and acquire their
 Namsang T. E., Dibrugarh, Assam as a going concern in June, 2012.
 
 This will enlarge the production base of your Company, which would
 surpass 5 million kgs. shortly.
 
 Keeping in view our expansion plans, your Directors are on the look out
 for more Tea Estates both in India and overseas.
 
 STAFF WELFARE AND SOCIAL ACTIVITIES
 
 The Company has always espoused the principles which encompass welfare,
 health and safety of the employees at all levels. Workers health and
 well-being continues to be a priority with your Company. The
 infrastructure in the areas of welfare schemes, health, hygiene,
 education and water supply is being further upgraded. The sanitation
 initiative undertaken with UNICEF has been taken to the next level in
 the year under review.
 
 Your Company is fully aware of its Corporate Social Responsibilities
 and our emphasis in respect thereof is briefly enumerated below:
 
 a.  Environment
 
 To adopt environmental friendly agriculture and manufacturing policies.
 
 b.  Education
 
 Well equipped schools for workers'' children at all Estates.
 
 c.  Health
 
 i.  Clean potable water for the entire population in the area where our
 Estates are located.
 
 ii.  Well equipped hospital with trained staff.
 
 iii. A sanitation scheme in partnership with UNICEF.
 
 iv.  Organizing camps for eye care, pulse polio for children and
 regular camps for sterilization.
 
 v At the grass root level, mothers club to disseminate information on
 health, hygiene and alcoholism.
 
 vi.  Vocational centre''s for knitting and tailoring.
 
 vii. Malaria prevention scheme.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956 (the Act), your
 Directors state and confirm the following:
 
 (i) That in preparation of the Company''s Annual Accounts for the year
 ended 31st March, 2012 the applicable accounting standards have been
 followed and proper explanations have been provided for material
 departures, where applicable.
 
 (ii) That the Directors have 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 ended 31st
 March, 2012 and of the Profit of the Company for that financial year.
 
 (iii) That the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularity.
 
 (iv) That the Directors have prepared the Annual Accounts for the year
 ended 31st March, 2012 on a going concern basis.
 
 CORPORATE GOVERNANCE
 
 Your Company is complying with the Corporate Governance Code as
 prescribed in Clause 49 (Revised) of the Listing Agreement with the
 Stock Exchanges. A separate report on Corporate Governance along with
 the Auditors'' Certificate on its compliance is annexed to this report.
 
 DIRECTORS
 
 In accordance with the provisions of Article 150 of the Articles of
 Association of the Company, Mr. V. P. Agarwal retires at the
 forthcoming Annual General Meeting, but being eligible offers himself
 for re-appointment.
 
 The terms of appointment of Mr. H. M. Gupta, Executive Chairman expired
 on 30th April, 2012. Accordingly, in the Meeting of the Board of
 Directors held on 17th April, 2012 and 17th May, 2012, he was
 re-appointed as Executive Chairman for a further period of three years
 from 1st May, 2012 to 30th April, 2015, subject to approval by the
 Members of the Company in the ensuing Annual General Meeting.
 
 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF
 DIRECTORS) RULES, 1988
 
 Your Directors are pleased to provide the information required to be
 disclosed in accordance with Section 217(1)(e) of the Act, read with
 the above Rules, in Annexure I hereto forming part of the Report.
 
 PERSONNEL
 
 Your Directors record their appreciation for contribution and
 co-operation of all the employees.
 
 Particulars required to be furnished as per Section 217(2A) of the Act,
 read with the Companies (Particulars of Employees) Rules, 1975 (as
 amended) in respect of employees of the Company, who were in receipt of
 remuneration exceeding Rs.60.00 lakhs per annum where employed for full
 year or Rs.5.00 lakhs per month where employed for a part of the year,
 are given in Annexure II to this Report.
 
 AUDITORS
 
 M/s. S. S. Kothari & Co., Chartered Accountants, Auditors, retire at
 the forthcoming Annual General Meeting and being eligible offer
 themselves for re-appointment. The Audit Committee has recommended
 their appointment as Auditors of the Company.
 
                                     For and on behalf of the Board
 
 Place : Kolkata                                        H. M. Gupta
 
 Date : 17th May, 2012                           Executive Chairman