Dear Shareholders,
 
 The Directors have pleasure in presenting their Thirty-fourth Annual
 Report to the Members together with the Audited Accounts for the year
 ended 31st March, 2011 :
 
 FINANCIAL RESULTS
 
                                   Current Year       Previous Year
                                   (Rs.in000''s)        (Rs. in 000''s)
 
 Profit before Depreciation and 
 Taxation                             410998              429823
 
 Less: Depreciation and Amortisation   93475               88301
 
 Profit before Taxation               317523              341522
 
 Provision/(Credit) for Corporate 
 Taxation
 
 Current Tax                          115000              120000
 
 Deferred Tax                          (3518)              (1225)
 
 Profit after Taxation                206041              222747
 
 Balance brought forward from 
 Previous Year                        449287              226540
 
 Balance carried to Balance Sheet     655328              449287
 
 
 AUDITORS'' REPORT
 
 The Branch Auditors of the Company, Messrs B. M. Chatrath & 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.
 
 For the year ended 31st March 2010 the Cost Audit in respect of its Tea
 operations had been completed by Messrs.  Shome and Banerjee, Cost
 Accountants. The Cost Audit Report had been submitted by the Cost
 Auditors to the appropriate Authorities on 22.09.2010, the due date of
 submission of which had been 27.09.2010.
 
 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 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.
 
 RESUMÉ OF PERFORMANCE
 
 Your Directors are pleased to report satisfactory performance of the
 Company for yet another year. The total income of the Company has
 increased to Rs.213.03 Crores from that of Rs.202.68 Crores of the previous
 year. Such increase has been primarily for increase in realisations,
 both domestic as well as overseas. Your Company''s emphasis on quality
 continued to attract better prices for its produce. However, increasing
 rise in input costs has had its effect on profitability.
 
 The Company''s operating businesses are organized and managed separately
 according to the nature of products and services. The Company has a
 separate smaller business segment denoted as Warren Travels, which
 earned an income of Rs.0.74 Crores during the year .
 
 Crop
 
 Your Company''s saleable crop was recorded at 14.27 Million Kgs. as
 compared to the previous year''s production of 14.10 Million Kgs.
 
 Comparative Crop figures during the past five years are given below :
 
 Year       Saleable Crop
 Endedon    InMillion Kgs.
 
 31.3.2011    14.27
 
 31.3.2010    14.10
 
 31.3.2009    14.70
 
 31.3.2008    14.32
 
 31.3.2007    15.17
 
 Sales
 
 Proceeds from sale of tea amounted to Rs. 208.37 Crores for the year
 under review as against Rs.198.74 Crores in the previous year.
 
 Quality
 
 Your Company continues in its emphasis on the production of its own
 crop only, with focus on quality. This policy has again benefited your
 Company to fetch relatively attractive prices both in the domestic and
 foreign markets. The manufacture of quality teas has been maintained
 through implementation of best suited agricultural practices.
 
 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 being
 participants of the ETP ( Ethical Tea Partnership) Programme. Your
 Company also continues to lay emphasis on the critical issues of
 Maximum (Permissible Chemicals) Residue Limits (MRLs) and ensures
 compliance with stringent international as well as Indian standards at
 all its estates.
 
 Exports
 
 The Company''s exports for the year were less than that of the previous
 year which was on account of substantial shortfall in crop during
 quality production months stemming from excessive rain and pest
 attacks.
 
 Employees'' Welfare
 
 Your Company has always espoused the principles which encompass
 welfare, health and safety of the employees at all levels. Employees''
 health and well-being continue to be priority areas. The infrastructure
 in the areas of welfare schemes, health, hygiene, education and water
 supply is being further upgraded. Your Company has continued with its
 programmes for overall development in the fields of education, culture
 and welfare activities and to improve the general standard of living in
 and around the tea estates of the Company . Welfare Week Programmes
 continued to be carried out in all the Company''s tea estates as part of
 its efforts to improve the quality of life of the Company''s most
 valuable assets i.e. its employees and their families.
 
 Personnel
 
 The strength of your Company lies in its team of competent and
 motivated personnel. This has made possible for your Company to sustain
 and develop in all areas of its functioning . Industrial relations with
 employees remained cordial and satisfactory during the year under
 review, at all levels in Assam and Kolkata. The employees have from
 time to time taken up the challenge to improve upon the performance
 through efficiency, productivity and economy . Your Directors are happy
 to place on record their sincere appreciation to all employees for
 their unstinted efforts and contribution.
 
 Approval of Shareholders in terms of Section 314 of the Companies Act,
 1956 is being sought at the ensuing Annual General Meeting for increase
 of remuneration of Mr Vivek Goenka, Executive Director, son of Mr Vinay
 K.Goenka, Executive Chairman of the Company.
 
 Prospects
 
 Your Company''s focus is on long term sustainability and improvement,
 particularly in the plantation operations keeping in mind its need to
 improve on yields and productivity in its estates.
 
 Your Company is cautiously optimistic about the tea market in the
 coming year; it stands at a favourable juncture for enhanced
 profitability in the coming years with its factories producing quality
 teas. However, this needs to be viewed against the backdrop of steady
 escalation in the cost of major inputs including employee related
 expenses and subject always to the effects of vagaries of nature in an
 agro industry.
 
 SHAREHOLDERS
 
 Your Company needs to carry on with its programme of continuing
 investment in its estates with an eye on sustainable development and
 improvement. Thus, keeping the long term welfare of your Company and
 its Shareholders in mind , your Directors have considered it prudent to
 conserve benefits this year also and therefore in spite of having
 earned profits in the year under review, it has been considered
 judicious by your Directors not to recommend a dividend for the year.
 
 During the year under review, pursuant to a restructuring exercise
 carried out under the relevant laws of the United Kingdom, Warren Tea
 Holdings Limited ceased to be the Company''s holding company consequent
 upon the shares held by it in the Company having stood transferred to
 other entities.
 
 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(1)(e) of the Companies Act, 1956, including Form A
 specified under the above Rules, is given in Annexure ''A''.
 
 Technology Absorption
 
 Information pertaining to technology absorption in Form B specified
 under the above Rules is also given in Annexure ''A''.
 
 Foreign Exchange Earning & Outgo
 
 Activities relating to exports : The Company continues to pursue its
 activities in exporting teas to UK, Germany, Netherlands, U.S.A,
 Pakistan, and the Middle East and new customers has been added to the
 existing overseas buyers portfolio during the year under review.
 
 Initiatives taken to increase exports : Your Company continues with its
 focus on quality in its endeavour to cater to quality conscious markets
 for both Orthodox and CTC teas.
 
 Your Company''s Integrated Management Policy relating to pesticides,
 fertilizers and other agro inputs in conformity with both domestic and
 global norms continues as before.
 
 All fourteen estates of your Company continue to be HACCP certified as
 well as being participants of the Ethical Tea Partnership Programme.
 
 Development of new export markets for products and services: Your
 Company has initiated steps to explore new markets in addition to
 developing existing ones.
 
 Export plans : Your Company continues in its efforts 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.
 
 Company''s exports were lower in comparison to the previous year on
 account of substantial crop loss during quality production months due
 to excessive rain and pest attacks.
 
 Total Foreign Exchange 
 
 - Earned (Gross) : Rs.9.06 Crores
 
 - Used : Rs.0.66 Crores
 
 CORPORATE GOVERNANCE
 
 In compliance with the disclosures required under the said Clause 49 of
 the Listing Agreement with the Stock Exchanges, 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 Directors re-assert 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, 2011
 and there has been no material departure to warrant further
 explanation.
 
 (ii) In keeping with the Company''s practices, accounting policies have
 been followed in course of the Annual Accounts for the year ended 31st
 March, 2011, 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,
 2011 have been prepared on a going concern basis as hitherto.
 
 DIRECTORATE
 
 During the year under review Mr. S. Bhoopal and Dr.S.Sarma were
 included as members of the Shareholders'' Grievance and Share Transfer
 Committee.
 
 During the year under review Mr. N. Musry stepped down as a Director of
 the Company on account of his other preoccupations. Your Directors
 place on record their gratitude and appreciation for the services
 rendered by Mr. Musry during his tenure as a Director for nearly three
 decades.
 
 Mr.S. K.Ghosh''s term of office as Managing Director of the Company
 expired on 31st March, 2011. At a Meeting of the Board of Directors of
 the Company held on 30th May, 2011 he was reappointed as Managing
 Director for a further period of three years from 1st April, 2011,
 subject to the approval of the Members of the Company.
 
 In accordance with Article 99 of the Articles of Association of the
 Company, Mr. S. Bhoopal and Mr. P. K. Bose retire by rotation and being
 eligible, offer themselves for reappointment.
 
 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.
 
 During the year under review Messrs. Shome & Banerjee, Cost Accountants
 were re-appointed with the approval of the Central Government for audit
 of Cost Accounts maintained by the Company in respect of Plantation
 Products for the year ended 31st March, 2011.
 
 
 Kolkata
 30th May , 2011                                  Directors