Warren Tea

The Directors have pleasure in presenting their Thirty-first Annual
 Report to the Members together with the Audited Accounts for the year
 ended 31st March, 2008 :
 
 FINANCIAL RESULTS
 
                                            Current Year  Previous Year
                                           (Rs.in 000s)  (Rs.in 000s)
 
 Profit before Depreciation and Taxation      93037           137182
 
 Less: Depreciation and Amortisation          74132            71891
 
 Profit before Taxation                       18905            65291
 Provision/(Credit) for Corporate Taxation
 
 Deferred Tax                                  (282)           (2226)
 Fringe Benefit Tax
 (Previous Years figure includes
 Rs. 900 for earlier year)                     2500             4000
 
 Profit after Taxation                        16687            63517
 
 Balance brought forward from Previous Year   63517              _
 
 Balance carried to Balance Sheet             80204            63517
 
 AUDITORS REPORT
 
 The Branch Auditors of the Company, Messrs B. M. Chatrath A Co., in
 respect of Travels Division, have submitted their Audit Report to the
 Statutory Auditors, Messrs Price Waterhouse who have submitted their
 Report under Section 227 of the Companies Act, 1956 and the comments
 made by the Auditors in their Report have been adequately dealt with in
 the relative Notes on Accounts which are self explanatory.
 
 During the year under review Messrs. Shome & Banerjee, Cost Accountants
 were re-appointed for Audit of Cost Accounts maintained by the Company
 in respect of Plantation Products for the years ended 31st March, 2007
 and 31st March, 2008 with the approval of the Central Government. For
 the year ended 31st March 2007 the Cost Audit had been completed and
 the Cost Audit Report had been submitted by the Cost Auditors to the
 appropriate Authorities.
 
 ACCOUNTING POLICIES AND PROCEDURES
 
 The major accounting policies as narrated in the Notes on Accounts in
 Schedule 18 in conformity with the Accounting Standards which have been
 specified in the Companies Act, 1956 and the Rules framed thereunder as
 applicable to the Company have been followed as usual in course of
 preparing and presenting these Accounts. Your Company has also
 recognised in the Accounts the applicable provisions of Accounting
 Standard 15 (Revised) relating to Employee Benefits as has been brought
 into force during the year under review which has necessitated an
 adjustment of Rs.9.32 Crores (net of tax) against General Reserves on
 account of additional obligations as on 1st April, 2007 as per
 transitional provisions in the said Accounting Standard.
 
 Your Company continues to have an adequate internal audit system
 carried out by external firms of Chartered Accountants who submit their
 Reports upon completion of Audit for consideration by the Directors.
 
 ISSUE OF SHARES
 
 Pursuant to the Scheme of Arrangement between DPIL Limited (DPIL),
 Spectra Plaza Private Limited (SPPL) and your Company and their
 respective shareholders, as sanctioned by the Honble High Courts at
 Calcutta and Gauhati earlier and upon receipt of requisite approval
 from the designated Stock Exchange, 1014153 Equity Shares of Rs.10/-
 each in the Company were issued and allotted to the shareholders of
 SPPL including those shareholders of DPIL who were entitled to the
 Shares of SPPL in accordance with the said Scheme during the year under
 review.
 
 The Company is exploring various ways and means to comply with the
 requirements of Clause 40A of the Listing Agreement with the Stock
 Exchanges.
 
 RESUME OF PERFORMANCE
 
 The Profit Before Tax amounting to Rs.1.89 Crores for the year under
 review has been less than that of the previous year mainly on account
 of a significant decrease in crop owing to unfavourable climatic
 conditions over a considerable period of time in spite of better prices
 fetched for consistent improved quality of tea attracting the buyers.
 
 Your Company is optimistic of harvesting a higher weight of crop with
 emphasis on quality which should increase the profitability of your
 Company during the current year based on performance till date.
 
 Crop
 
 Your Companys saleable crop was recorded at 14.32 Million Kgs. as
 compared to the previous years production of 15.17 Million Kgs.
 
 Comparative Crop figures during the past five years are given below :
 
 Year                               Saleable Crop
 Ended on                            In Million Kg
 
 31.3.2008                              14.32
 
 31.3.2007                              15.17
 
 31.3.2006                              15.23
 
 31.3.2005                              14.41
 
 31.3.2004                              17.71
 
 Sales
 
 Proceeds from sale of tea amounted to Rsl32.15 Crores for the year
 under review as against Rs.  135.79 Crores in the previous year.
 
 Quality
 
 Quality continues to remain the primary focus of your Company along
 with an emphasis on the production of its own crop only which policy
 continues to benefit your Company in price realisations.
 
 Your Directors continue to recognise the attributes of Tea as a Health
 Drink. All fourteen Tea Estates of your Company continue to be HACCP
 (Hazard Analysis of Critical Control Points) Certified as well as be
 Participants of the ETP ( Ethical Tea Partnership) Programme. Your
 Company also continues to be fully cognizant of the critical issue of
 Maximum (Permissible Chemicals) Residue Limits (MRLs) for several years
 now and has, on its own volition, been conducting precision testing of
 its produce at internationally Accredited Laboratories, while
 simultaneously taking every measure to ensure full compliance at all
 the estates.
 
 Exports
 
 Your Companys exports recorded an export turnover of Rs.9.51 Crores as
 compared to the previous years turnover of Rs. 10.01 Crores.
 
 Employees Welfare
 
 Your Companys efforts continue towards sustaining and improving to the
 extent possible welfare measures particularly at the plantations also
 pursuing with the efforts of Human Resource interventions even at
 womens level at the plantations.
 
 Personnel
 
 Relationship with employees at all levels in Assam and Calcutta
 continued to remain cordial during the year under review.
 
 Prospects
 
 Prospects for the current year are encouraging on account of both
 volumes of tea being produced as well as quality being continued to be
 maintained. The current year promises to exhibit significantly improved
 performance over the year under review.
 
 RETURNS TO SHAREHOLDERS
 
 In view of the cumulative results of the preceding three years, your
 Directors regret their inability to recommend a dividend, despite
 having earned a profit this year.
 
 PARTICULARS OF EMPLOYEES
 
 Particulars of employees as required to be disclosed under Section 217
 (2A) of the Companies Act, 1956, read with the Companies (Particulars
 of Employees) Rules, 1975, are annexed.
 
 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
 DIRECTORS) RULES, 1988
 
 Conservation of Energy
 
 Information pertaining to conservation of energy as required under
 Section 217(l)(e) of the Companies Act, 1956, including Form A
 specified under the above Rules, is elaborated in Annexure A.
 
 Technology Absorption
 
 Information pertaining to technology absorption in Form B specified
 under the above Rules is given in Annexure A.
 
 Foreign Exchange Earning & Outgo
 
 Activities relating to exports : The Company continues to pursue its
 activity in exporting teas to UK, Germany, Ireland, North America,
 Pakistan, Iran and Middle East.
 
 Initiatives taken to increase exports : Quality continues to be the
 watchword and your Company continues to strive to cater to quality
 conscious markets for both Orthodox and CTC teas.
 
 Your Company continues with its Integrated Management Policy relating
 to Agro inputs in conformity with both domestic and global norms.
 
 All fourteen estates of your Company continue to be HACCP Certified as
 well as continue to be Participants of the Ethical Tea Partnership
 programme.
 
 Development of new export markets for products and services: In
 addition to existing exports, efforts are also made to explore new
 markets and in this direction your Company has already taken
 initiative.
 
 Export plans : The Company has always had an eye to improve its
 exports. Efforts continue with a view to increasing its exports to
 existing buyer countries as well as to explore new countries where
 exports could be effected in future.
 
 Total Foreign Exchange — Earned (Gross) : Rs.9.51 Crores - Used :
 Rs.1.87 Crores
 
 CORPORATE GOVERNANCE
 
 In compliance with the disclosures required under the said Clause 49 of
 the Listing Agreement, a Management Discussion and Analysis Report is
 provided in Annexure B.
 
 The Report on Corporate Governance as required under the aforesaid
 Clause is also provided in Annexure C to this Report, together with
 the Declaration affirming compliance with the Code of Conduct of the
 Company and Auditors Certificate on Compliance with the conditions of
 Corporate Governance.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 (Pursuant to Section 217 (2AA) of the Companies Act, 1956)
 
 Your Directors confirm that the items of Directors Responsibility
 Statement given below have long been practised in course of running of
 the Company. However, as a means of adequate compliance of the
 statutory requirements the Board re-asseris that:
 
 (i) The -Accounting Standards as applicable to your Company and
 corroborated by the Companies Act, 1956 have been followed in course of
 preparation of the Annual Accounts for the year ended 31st March, 2008
 and there has been no material departure to warrant further
 explanation.
 
 (ii) In keeping with the Companys practices, accounting policies
 including recognition of Accounting Standard 15 (Revised) relating to
 Employee Benefits have been followed in course of the Annual Accounts
 for the year ended 31st March, 2008, so as to exhibit a true and fair
 view of the state of affairs of the Company and of the profit for that
 period as have also been certified by the Statutory Auditors of the
 Company.
 
 (iii) The Statutory Auditors Report does confirm in regard to adequate
 controls and internal audit systems being followed by the Company in
 course of running its affairs as also for maintenance of its assets.
 Your Directors take every caution to relate such control measures to
 the benefit of the Company and with a view to prevent any fraud or
 irregularities to creep in.
 
 (iv) The Annual Accounts of the Company for the year ended 31st March,
 2008 have been prepared on a going concern basis as hitherto.
 
 DIRECTORATE
 
 With the approval of the shareholders Mr. Vinay IK. Goenka was
 redesignated as Executive Chairman of your Company with effect from 1st
 January, 2008.
 
 The current Service Agreement with Mr S K Ghosh as Managing Director of
 the Company was terminated mutually by your Board of Directors at its
 Meeting held on 30th June, 2008 and l^r Ghosh was reappointed as
 Managing Director of the Company for a period of three years from 1st
 April, 2008 subject to approval of the Members of the Company.
 
 In accordance with Article 99 of the Articles of Association of the
 Company, Mr. N Musry and Mr. S. Bhoopal retire by rotation and being
 eligible, offer themselves for reappointment.
 
 In compliance with revised requirements of Clause 49 of the Listing
 Agreement with the Stock Exchanges, the Company is actively pursuing to
 comply with requirements of at least one-half of the Board of Directors
 to consist of Independent Directors.
 
 AUDITORS
 
 Messrs Price Waterhouse and Messrs B. M. Chatrath & Co., Chartered
 Accountants, Auditors and Branch Auditors respectively retire at the
 conclusion of the forthcoming Annual General Meeting and being
 eligible, offer themselves for reappointment.
 
 
                                                  Vinay K. Goenka
                                                      S. K. Ghosh
                                                       P. K. Bose
                                                        S.Bhoopal
                                                         N. Dutta
                                                Calcutta S. Sarma
 
 30th June, 2008                                        Directors