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TYROON TEA COMPANY LIMITED

ANNUAL REPORT ANDACCOUNTS 2011– 2012

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Tyroon Tea Company LimitedANNUAL GENERAL MEETING

Date : 26th September, 2012

Day : Wednesday

Time : 10.30 A.M.

Venue : Bharatiya Bhasha Parishad36A, Shakespeare SaraniKolkata - 700 017

Directors :

A. K. JALAN

J. K. BHAGAT

B. K. SINGH

S. ISSAR

N. N. NAGPAUL

Company Secretary cum Cost Controller :

K. C. MISHRA

Auditors :

MESSRS. LODHA & CO.

CHARTERED ACCOUNTANTS

14, GOVERNMENT PLACE EAST

KOLKATA - 700 069

Registrars & Transfer Agents :

R & D INFOTECH PRIVATE LTD.

CORPORATE OFFICE :

1st Floor, 7A, BELTALA ROAD

KOLKATA - 700 026

Phone : 033-2419-2641 / 42

E-mail : [email protected], [email protected]

Bankers :

ALLAHABAD BANK

Garden :

TYROON TEA ESTATE

P. O. KHARIKATIA

DIST. JORHAT

ASSAM

Registered Office :

3, NETAJI SUBHAS ROAD

KOLKATA - 700 001

The practice of distributing copies of the Annual Report at the Annual General Meeting hasbeen discontinued as a measure of economy. Members are therefore requested to bringtheir copies of the Annual Report at the Meeting.

CONTENTS

1. Notice 2

2. Directors Report 5

3. Corporate governance report 10

4. Auditors Report 16

5. Balance Sheet 20

6. Profit and Loss Account 21

7. Cash Flow Statement 22

8. Significant Accounting Policies 23

9. Notes to Financial Statement 25

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Tyroon Tea Company Limited

NOTICE

Notice is hereby given that the Annual General Meeting of TYROON TEA COMPANY LIMITED will beheld as scheduled below :

Date : 26th September 2012.

Day : Wednesday

Place : Bharatiya Bhasha Parishad

36A, Shakespeare Sarani,

Kolkata – 700 017.

Time : 10.30 A.M.

ORDINARY BUSINESS :

1. To receive, consider and adopt Reports of the Auditors and Directors and the Audited Accountsof the Company for the year ended 31st March 2012.

2. To declare Dividend for the Financial year ending March 2012.

3. To appoint a Director in place of Mr. S. Issar, who retires by rotation, and being eligible offershimself for re-appointment.

4. To appoint a Director in place of Mr. B. K. Singh who retires by rotation, and being eligible offershimself for re-appointment.

5. To appoint Auditors and fix their remuneration.

Registered Office : By Order of the Board“McLeod House” For Tyroon Tea Company Limited3, Netaji Subhas Road, K. C. MishraKolkata 700 001 Company SecretaryThe 31st day of July, 2012 cum Cost Controller

Notes :

1. PROXY

A member entitled to attend and vote at the meeting is also entitled to appoint a proxy to attendand vote instead of himself/herself and the proxy need not be a member of the Company. Proxy inorder to be effective must be deposited with the Company at its Registered Office at leastforty-eight hours before the commencement of the meeting.

2. CLOSURE OF REGISTER OF MEMBERS

The Register of Members of the Company will remain closed from 19th September 2012 to 26thSeptember 2012 both days inclusive. Shares transfer requisition received at Messrs. R & DInfotech Private Ltd., or at the Registered Office of the Company by 5.00 p.m. on 19th September,2012 will be in time for payment of Dividend subject to provisions of Section 206A of theCompanies Act, 1956.

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3. DIVIDENDPAYMENT OF DIVIDENDDividend if declared at the Annual General Meeting, will be paid to the Members whose namesappear on the Register of Members as on the book closure date in respect of Shares held inphysical form and in respect of shares held in electronic form (Demat), dividend will be paid to thebeneficial owners as per the list to be provided by the depositories, as on the Book Closure Date.UNPAID OR UNCLAIMED DIVIDENDPursuant to section 205A of the Companies Act, 1956 all unclaimed / unpaid dividends upto theyear ended 31st March, 1995 have been transferred to General Revenue Account of CentralGovernment. Shareholders who have not encashed the dividend warrants for the said period arerequested to claim the amount from the Registrar of Companies, West Bengal at Kolkata.

4. DEPOSITORY SYSTEMThe Company, consequent to introduction of the Depository System, entered into agreement withNational Securities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). Members, therefore now have the option of holding and dealing in the shares of theCompany in the electronic form through NSDL or CDSL.Effective from 28th May 2001, trading in the shares of the Company on any stock exchanges ispermitted only in the dematerialised form.

5. PAN DETAILSThe Securities and Exchange Board of India (SEBI) vide Circular Ref.No. MRD/DoP/Cir-05/2007dated April 27, 2007 made PAN mandatory for all securities market transaction. Thereafter, videCircular No. MRD/DoP/Cir-05/2009 dated May 20, 2009 it was clarified that for securities markettransaction and off market/private transactions involving transfer of shares in physical form oflisted Companies, it shall be mandatory for the transferee(s) to furnish copy of PAN Card to theCompany/RTA for registration of such transfer of shares.SEBI further clarified that it shall be mandatory to furnish a copy of PAN in the following cases :Deletion of name of the deceased shareholder(s), where the shares are held in the name of twoor more shareholder(s).Transmission of shares to the legal heir(s), where deceased shareholder was the sole holder ofshares.Transposition of shares – when there is a change in the order of names in which physical sharesare held jointly in the names of two or more shareholders.

6. LODGEMENT OF TRANSFER DOCUMENTSThe instruments of share transfer complete in all respects should reach the Company prior toclosure of the Register of Members as stated above.

7. CONSOLIDATION OF MULTIPLE FOLIOSShareholders who are holding shares in identical order of names in more than one folio, arerequested to write to the Company enclosing their Share Certificates to enable the Company toconsolidate their holdings in one folio.

8. CHANGE OF ADDRESSMembers are requested to quote their Registered Folio Number in all correspondence with theCompany and notify the Company immediately of change, if any, in their registered address and /or their mandates.

9. ATTENDANCE SLIPMembers are requested to handover the enclosed “Attendance Slip” duly signed in accordancewith the specimen signatures registered with Company for admission to the Meeting Hall.

10. MEMBERS’ QUERIESMembers desiring any information regarding Accounts are requested to write seven days inadvance to the Company before the date of Meeting to enable the Management to keep fullinformation ready.

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Details of Directors seeking Appointment at the Annual General Meeting

Particulars Mr. S. Issar Mr. B. K. Singh

DIN 00044295 00165782

Date of Birth 20/06/1934 08/01/1946

Date of Appointment 15/10/2004 28/07/1994

Qualification BSc. (Agriculture) Graduate

Nature of Experience Mr. Issar having over 46 yearsexperience in Tea industry. He has Mr. Singh is a Mechanical Engineer

Functional Area been a member of the Governing having 41 years of experience in Teabody, chairman of Technical industry. He has been manager ofCommittee for 3 years and member number of Tea Estates situated inof Export / Import committee of the Assam, Dooars and Terai area.the Indian Tea Association

Name of Directorship in 1. Calcon Cement India Ltd. NIL

other Companies 2. Huldibari Industries &Plantations Co. Ltd.

3. Supra Agrotech (P) Ltd.

4. Creative Services (P) Ltd.

5. Vinay Cements Ltd.

6. RCL Cements Ltd.

Membership/ Member – 4 NILChairmanship of Chairman – 5Committee inPublic Company

The above report was placed and approved by the Board at its Meeting held on 31st of July, 2012.

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Tyroon Tea Company LimitedREPORT OF THE DIRECTORS

The Directors of the Company have pleasure in presenting the Annual Report together with the Audited Statementof Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS :

Rs. Rs.

Profit before Interest, Depreciation and Taxation 2,45,45,076

Less : Interest 29,47,734

Depreciation 28,24,683 57,72,417

Profit / (loss) before Tax 1,87,72,659

Less : Provision for Taxation 13,40,911

1,74,31,748

Add : Excess Provision of Income tax relating to earlier year written back NIL

Profit / (Loss) after Tax 1,74,31,748

Less : Proposed Dividend 34,02,100

Tax on Proposed Dividend 5,51,906 (39,54,006)

Transferred to General Reserve 1,34,77,742

DIVIDEND :

The Board of Directors of your Company are pleased to recommend a dividend of Re. 1/- per equity shares of Rs.10/- each (10%) (Previous year 10%), which will absorb a sum of Rs. 39.54 lacs including tax on dividend on paidup Capital of the Company, if approved in the Annual General Meeting.

DIRECTORS :

Mr. S. Issar and Mr. B. K. Singh retire by rotation and being eligible offer themselves for re-appointment.The required information about Mr. S. Issar, Mr. B. K. Singh as stipulated in clause 49 of the listing agreement,have been given separately.

DIRECTORS’ RESPONSIBILITY STATEMENT :

Your Directors confirm :

I. that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departures;

II. that the directors had selected such accounting policies and applied them consistently and made judgementsand estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the Profit of the Company for that period;

III. that the directors had taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of this Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities;

IV. that the directors had prepared the annual accounts on a going concern basis.

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AUDITORS :

Messrs. Lodha & Co., Chartered Accountants will cease to hold office as Auditors of the Company at the conclusionof the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. Necessarycertificate has been obtained from the Auditors as per section 224 (1) of the Companies Act, 1956.

The other observations made in the Auditors’ Report are self-explanatory and therefore, do not call for any furthercomments under Section 217 of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES :

No employee of the Company was in receipt of such remuneration as to disclose particulars U/S. 217(2A) of theCompanies Act, 1956 and rules framed thereunder.

ENERGY, TECHNOLOGY, FOREIGN EXCHANGE :

The information in accordance with the provisions of Section 217(1) (e) of the Companies Act, 1956 read withCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure ‘A’which forms part of this Report.

REPORT ON CORPORATE GOVERNANCE

A separate report on Corporate Governance alongwith the Auditor’s Certificate on its compliance is annexed to thisReport.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industrial Structure and Development.

India is the largest producer of Tea in the world, producing about 988 million Kgs annually representing 40% ofWorld Black Tea Production. The Tea Industry plays a vital role in the Indian Economy by way of contributingvaluable foreign exchange and providing employment to a vast work force in remote areas.

During 2011 the Tea production in India was 988 million kgs. against 967 million kgs. in the previous year. Increasein production compared to previous year is due to ideal weather condition upto October, 2011. Strong consumptiongrowth, low inventory and normal production has helped in maintaining the price in domestic market.

The Company has one tea estate together with own processing unit. Your company is committed to improvequality. Tea continues to enjoy the status of a popular beverage in the world. The huge domestic market offers asignificant opportunity for the Tea industry in India. Tea is now also being promoted as a health drink and offerssignificant opportunities for increase in consumption world wide. Increase in demand of orthodox Tea in Foreigncountries should have a positive impact on export.

Outlook.

The health of our industry depends to a large extent on the geographical conditions which are outside the realm ofthe control of the Company. The Tea Industry is a highly labour intensive. The wages of workers are determinedaccording to periodic wage settlement agreement which often increase the labour cost to a significant extentirrespective of any improvement in productivity and realization. Dry weather condition across all tea producingcountries have effected the production during the 1st quarter of 2012-13. Tea production in India is lower upto July2012. The average sale price has increased in comparison to the previous year. Barring unforeseen circumstancesthe Company expects satisfactory working results.

Internal Control system and their adequacy.

The Company has an adequate internal control system to ensure proper and efficient use of the Company’sresources, its protection against any unauthorised use, accuracy in financial reporting and due compliance of theCompany policy procedure as well as the statutes. Statutory and Internal Auditors also review its implementationand progress at periodic intervals and take corrective action where any shortcomings are identified. The Auditcommittee similarly reviews the internal control system and provides guidance for improvement.

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Finance & operational performance

During the year 2011-2012 the company reported a net sale of Rs. 19.53 Crores and net profit for the year ended31st March 2012 after tax of Rs. 1.34 Crores. This is lower than the previous year mainly due to less production ofabout 1.30 million kgs and increase in wages and other input costs. The Management took necessary steps toreduce debts to save on interest cost. Steps are also being taken to improve quality and increase production.

Human Resources and Development.

The Company has around 1500 employees employed at the Tea Estate. The labour welfare officer employedspecifically for the purpose monitors the welfare of the workers.

Your Company runs a hospital, ambulance and dispensaries at its out divisions providing medical care to theemployees.

Personnel

The Industrial relation remains satisfactory for the year under review.

ACKNOWLEDGEMENT:

The Directors wish to express their appreciation to all officers, members, staff and workmen of the Company forvaluable services rendered and dedication exhibited by them. They also express their gratitude to Tea Board andBankers for their co-operation and support extended to the Company and express their thanks to Shareholders fortheir confidence and understanding.

Registered Office :“McLeod House”3, Netaji Subhas Road,Kolkata - 700 001.The 31st day of July, 2012

Directors

For and on behalf of the BoardS. ISSARN.N.NAGPAUL

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Tyroon Tea Company LimitedANNEXURE “A”

ANNEXURE TO DIRECTORS’ REPORTCompanies (Disclosure of particulars in the report of Board of Directors) Rules, 1988.

(A) CONSERVATION OF ENERGY

1. Energy Conservation Measure : —taken

2. Additional investments and proposals if any, : Installation of Automatic Voltage Regulatorbeing implemented for reduction ofconsumption of energy

3. Impact of the measures at (1) and (2) above for : The cost of production has been reduced afterreduction of energy consumption and consequent installation of the energy saving equipments barringimpact on the cost of production. increase in rates of inputs.

4. Power and Fuel Consumption Current Year Previous Year

1. Electricity

a) Purchased Unit 5,49,323 6,34,992

Total Amount (Rs.) 66,73,593 68,81,172

Rate / Unit 12.15 10.84

b) Own generation

i) Through diesel Generator

Unit 3,70,145 3,17,404

ii) Units per Litre of diesel

Oil

Cost/Unit (Rs.) 9.85 9.67

2. (a) Natural Gas

Quantity (Scum) 7,78,369 8,16,864

Total Amount 81,31,450 63,72,144

Average Rate 10.45 7.77

(b) Consumption per Unit of Production

Black Tea (in Kgs.) 14,28,745 15,62,375

Electricity (In Unit) 0.38 0.41

Furnace Oil (in Litres) — —

Coal (in Kgs.) — —

Natural Gas (in Scum) 7,78,369 8,16,864

Natural Gas (per unit) 0.46 0.52

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(B) RESEARCH AND DEVELOPMENT

1. Specific area in which R & D carried out by the Company - Vermiculture farming

2. Future plan of action

Works are in hand to improve all aspects of field management which will improve both quality and production.

3. Expenditure on R & D

(a) Capital

(b) Recurring

(c) Total R & D expenditureas percentage of total turnover

(C) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts are being made towards technology absorption, adaptation and innovation

2. In case of imported technology (imported during the last 6 years from the beginning of the financial year )following information may be furnished :

(a) Technology imported (b) year of import (c) has technology been fully absorbed (d) if not fully absorbedareas where they have not taken place, reason and future plan of actions.

No Technology was imported during last 5 years.

FOREIGN EXCHANGE EARNING — Rs. Nil (Previous year Rs. Nil)

FOREIGN EXCHANGE OUTGO — Rs. 5,66,363/- (Previous year Rs. 80,330/-)

Registered Office :“McLeod House “3, Netaji Subhas Road ,Kolkata - 700 001.

The 31st day of July, 2012 .

Rs. 2,10,440.00

Directors


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ANNEXURE TO THE DIRECTOR’S REPORT.

CORPORATE GOVERNANCE REPORT 2012.

1. A brief statement on Company’s philosophy on code of governance.

The Company’s philosophy on corporate governance adopted by your Board is to ensure transparencyconsistent with the business environment in which the Company operates, in its dealings and operations aswell as the functioning of the Management and the Board.

It seeks to enhance overall shareholder value over a sustained period of time.

2. Board of Directors.

The Company’s Board of Directors comprises of five directors. There are no Executive Directors on the Board.

The Board met five times on the following dates during the financial year 2011-2012 as against the minimumrequirement of four meetings and the maximum time gap between two meetings did not exceed three months.

30th April, 2011, 30th July, 2011, 26th September, 2011, 31st October, 2011 and 31st January, 2012.

The names and categories of the Directors on the Board, their attendance at the Board Meeting held duringthe financial year 2011-2012 and at the last Annual General Meeting, and also the Directorship and Committeeposition held by them in other Public Limited Companies as on 31st March, 2012 are given below: -

The Information under Annexure I to Clause 49 of the Listing Agreement is made available to the Board.

The Company did not have any pecuniary relationship or transaction with the non executive Directors during2011-2012.

Mr. A. K. Jalan PromoterDirector Non Executive 5 NO NIL NIL NIL NIL

Mr. S. Issar Non ExecutiveDirector Non Independent 5 YES NIL 3 3 1

Mr. J. K. Bhagat IndependentDirector Non Executive 2 NO 1 4 1 3

Mr. B. K. Singh IndependentDirector Non Executive 5 NO NIL NIL NIL NIL

Mr. N. N. Independent 5 NO NIL 3 NIL NILNagpaul Non Executive

3. Audit Committee

Mr. S. Issar Chairman Independent, Non-executive.

Mr. J. K. Bhagat Member Non-Independent, Non-executive.

Mr. B. K. Singh Member Independent, Non-executive

Mr. N. N. Nagpual Member Independent, Non-executive

Mr. K. C. Mishra, Company Secretary cum Cost Controller acts as a Secretary to the Committee.

The Statutory Auditors, Internal Auditors and heads of the Finance are invitees to the Meetings.

The Audit Committee met four times during the year ended 31st March, 2012.

The Audit Committee met on the following dates during the financial year 2011-2012

30th April 2011, 30th July 2011, 31st October 2011, 31st January 2012.

Name Category

Number ofBoard Meeting

attendedduring theyear 2011-

2012

Whetherattended

AGM held on26/09/2011

No. ofDirectorship held

in other PublicLimited

Companies

Chairman Members

No. of Committeeposition held in

other Public LimitedCompanies

Chairman Members

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Attendance of the Audit Committee

Name of the Director No of Meetings

Held Attended

Mr. S. Issar 4 4

Mr. J. K. Bhagat 4 2

Mr. B. K. Singh 4 4

Mr. N. N. Nagpual 4 4

The terms of reference of the Audit Committee includes

a. Review of annual accounts of the Company before submission to the Board.

b. Review with the Management, Statutory Auditors and the annual financial Statements before submissionto the Board.

c. Review with the Management, Statutory Auditors and Internal Auditors the adequacy of the InternalControl System.

d. Consideration of the Reports submitted by Internal Auditors and discussion about their findings with theManagement and suggesting corrective actions whenever necessary.

4. Remuneration Committee

There is no remuneration committee because non-executive directors do not receive any remunerationexcept sitting fees paid for attending the meeting of the Board of Directors and Committee thereof.

5. Investors’ / Shareholders’ Grievance Committee.

The committee consists of Mr. A. K. Jalan and Mr. J. K. Bhagat.

Mr. A. K. Jalan — Chairman, Mr. J. K. Bhagat — Member.

The Investors’ / Shareholders’ Grievance Committee met two times during the financial year 2011-12, on 8thAugust, 2011 and 31st January, 2012.

Given below is the position of Complaints received and attended during the year.

Complaints received - 12

Complaints attended - 12

Pending Complaints as on 31-03-2012 - NIL

No transfer were pending at the end of the financial year.

Name and Designation of the Compliance officer. Mr. K. C. MishraCompany Secretary cum Cost Controller.

6. General Body Meetings

Date Time Venue No. of SpecialResolution passed

23-09-2009 03.00 P.M. Auditorium of Bharatiya Bhasha Parishad NIL36A, Shakespeare Sarani,Kolkata – 700 017.

27-09-2010 10.30 A.M. Auditorium of Bharatiya Bhasha Parishad NIL36A, Shakespeare Sarani,Kolkata – 700 017.

26-09-2011 10.30 A.M. Auditorium of Bharatiya Bhasha Parishad ONE36A, Shakespeare Sarani,Kolkata – 700 017.

At the ensuing Annual General Meeting no resolution is proposed to be passed by Postal Ballot.

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7. Disclosures :-

There are no materially significant transactions made by the Company with its Promoters, Directors ormanagement, their subsidiaries or relatives etc. that may have potential conflict with the interest of theCompany at large.

The Register of Contracts containing transactions in which Directors are interested is placed before theBoard for its approval whenever such transaction exists.

Details of non-compliance by the Company, penalties, strictures imposed on the Company by StockExchanges or SEBI or any statutory authority on any matter related to capital markets during the last threeyears: NIL

Disclosure on Risk Management: The Company has in place mechanism to inform Board Member about therisk assessment and minimization procedure which is subject to review by the Management and is requiredto be placed by the Board on an annual basis.

CEO/CFO Certificate: A certificate from Director (who is head of financial function also) on the financialstatement of the Company was placed before the Board.

Declaration of Compliance with the Code of Conduct: All the Directors and Senior Management Personnelhave affirmed compliance with the Code of Conduct as approved and adopted by the Board of Directors. Adeclaration to this effect signed by the Director of the Company is given elsewhere in this Annual Report.

8. Means of Communication :

The quarterly results are published in the Financial Express and Duronto Bharat / Dainik Lipi and Company’sWebsite at : www.tyroontea.com

The half yearly results are not sent to each household of shareholders. Management discussions andanalysis report forms part of this annual report.

9. GENERAL SHAREHOLDER’S INFORMATION.

a. A.G.M. Date - 26th September 2012 at 10.30 A.M.

Venue : - Bharatiya Bhasha Parishad,36A, Shakespeare Sarani,Kolkata – 700 017.

b. Financial Calendar – April to March.

c. Date of Book Closure – 19/09/2012 to 26/09/2012 (both days inclusive).

d. Dividend : Proposed Re 1/- per equity share of Rs. 10/- each (10%)

e. Listing on Stock Exchanges:

Name Address

Bombay Stock Exchange Ltd. Phirojee Jeejeebhoy TowerDalal Street,Mumbai – 400 001.

The Calcutta Stock Exchange 7, Lyons Range,Association Ltd. Kolkata – 700 001.

The Company has paid annual listing fees to Kolkata and Bombay Stock Exchanges for financial year2012 – 2013.

f. Stock Code : BSE – 526945

Demat ISIN in NSDL andCDSL for the Equity Shares. : INE 945B01016

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g. Market Price Data : High Low during each month in the last financial year.

MONTH BOMBAY STOCK EXCHANGE (In Rs.)High Low

April, 11 36.00 30.15May, 11 34.30 23.10

June, 11 29.90 25.05

July, 11 29.35 26.40August, 11 29.05 25.85

September, 11 29.95 26.05

October, 11 29.40 25.90November,11 29.50 24.90

December,11 27.60 24.25

January, 12 30.85 27.05February, 12 30.45 25.95

March,12 29.25 26.35

h. Performance in comparison to Broad based indices such as BSE Sensex.

i. Registrar & Transfer Agent - R & D Infotech Private Ltd.,1st Floor, 7A, Beltala RoadKolkata – 700 026Phone Nos.: 033-2419-2641 / 42Email : [email protected], [email protected]

j. Share Transfer System:

Share Transfer documents received are approved by the Share Transfer Committee every fortnight, ifdocuments are complete in all respects.

BSE Sensex

Share Prices

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k. DISTRIBUTION OF SHAREHOLDING AS ON 31-03-2012

No. of Shares SHAREHOLDERS SHAREHOLDING

NOS. % NOS. %

Upto 500 2096 89.15 335500 9.23501-1000 124 5.27 100157 2.761001-2000 52 2.21 73984 2.042001-3000 20 0.85 48376 1.333001-4000 10 0.43 36169 1.004001-5000 7 0.30 32368 0.895001-10000 12 0.51 90800 2.50Above 10001 30 1.28 2917146 80.25

SHAREHOLDING PATTERN (AS ON 31-03-2012)

Category No.of Shares held Shareholding (%)

Financial Institutions 127400 3.74Mutual Funds 24100 0.71Bodies Corporate 994434 29.24Directors and relatives 1160472 34.11NRI / OCB 85104 2.50Others 1010590 29.70

3402100 100.00Forfeited Shares 232400

Total 3634500

l. Dematerialisation of shares and Liquidity :- 1840699 out of 3402100 equity shares have beendematerialised upto 31st March, 2012.

m. Outstanding GDRs/ADRs/Warrants Not Applicable.or any convertible instruments, conversiondate and likely impact on equity.

n. Plant Location : Tyroon Tea Estate,P.O. Kharikatia,Dist. Jorhat, Assam. Pin-785633

o. Address for Correspondence

Company - K. C. Mishra, Company Secretary cum Cost Controller,Tyroon Tea Company Limited3, N. S. Road, Kolkata – 700 001.Phone Nos. : 2248-3236/6071, Website : www.tyroontea.com,E-mail : [email protected]

Transfer Agent - R & D Infotech Private Ltd.1st Floor, 7A, Beltala Road, Kolkata – 700 026, Phone Nos.: 033-2419-2641 / 42e-mail : [email protected] / [email protected]

Certificate of the Director of the Company in terms of Clause 49-1(D) of Listing Agreement

ToThe Members ofTyroon Tea Company Limited

In terms of Clause 49-1(D) of the Listing Agreement it is hereby declared that all the Directors and SeniorManagement personnel including functional heads have affirmed the Code of Conduct as applicable to them for theyear ended 31st March, 2012.

Place: KolkataDate : 31st day of July, 2012.

For and on behalf ofTyroon Tea Company Limited

S. Issar - Director

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AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATEGOVERNANCE AS STIPULATED IN CLAUSE 49 OF THE LISTING AGREEMENT

To the Members of Tyroon Tea Company Limited

1. We have examined the Compliance of the Conditions of Corporate Governance by Tyroon TeaCompany Limited, for the year ended 31st March, 2012 as stipulated in clause 49 of the ListingAgreement of the said Company with stock exchange(s) in India.

2. The Compliance of conditions of Corporate Governance is the responsibility of the management.Our examination was carried out in accordance with the Guidance Note on certification ofCorporate Governance (as stipulated in Clause 49 of the Listing Agreement) issued by the Instituteof Chartered Accountants of India and was limited to the procedures and implementation thereof,adopted by the Company for ensuring the compliance of the conditions of corporate Governance.It is neither an audit nor an expression of opinion on the financial statements of the Company.

3. In our opinion and to the best of our information and explanations given to us, and representationsmade by the Directors and the Management, except as given in para 4 below, we certify that theCompany has complied in all material respects with the conditions of Corporate Governance asstipulated in the above-mentioned Listing Agreement.

4. The framework of Risk Management and its controls are yet to be defined.

5. We further report that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the management has conducted theaffairs of the Company.

For LODHA & CO.Firm ICAI Registration No. : 301051E

Chartered AccountantsPlace : Kolkata H. S. JhaDated : 31st July, 2012 (Partner)

Membership No. 55854

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AUDITOR’S REPORT TO THE MEMBERS

OF

Tyroon Tea Company Limited

We have audited the attached Balance Sheet of Tyroon Tea Company Limited as at 31st March, 2012,and also the Statement of Profit and Loss also the Cash Flow Statement for the year ended on thatdate. These financial statements are the responsibility of the Company’s Management. Our responsibilityis to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatements. An audit includes examining, on a testbasis, evidence supporting the amount and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by the management,as well as evaluating the overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

I. As required by the Companies (Auditor’s Report) Order, 2003 (“the order”) as amended by theCompanies (Auditor’s Report) (Amendment) Order, 2004 issued by the Central Government ofIndia in terms of Section 227(4A) of the Companies Act, 1956 (“the Act”), and according to theinformation and explanations given to us and on the basis of such checks as we consideredappropriate, we enclose in the annexure a statement on the matters specified in paragraphs 4and 5 of the said order.

II. Attention is invited to the following notes to the financial statements regarding :

i) Computation of income tax based on certain opinion / interpretation and their impact, if any,are currently not ascertainable (Note 10 (a)).

ii) Investments in respect of which eventual shortfall in value thereof and recoverability ofadvances and their impact, if any are currently not ascertainable (Note no. 12 (a)).

iii) Certain loans which have become overdue for re-payment in respect of which eventualshortfall in values thereof and their impact, if any, are currently not ascertainable (Note13(a)).

III. We further report that the overall impact of items mentioned in Para II above has not beenascertained and therefore, cannot be commented upon by us.

IV. Further to the above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purpose of our audit;

b) In our opinion, proper books of accounts as required by law have been kept by the Companyso far it appears from our examination of such books.

c) The Balance Sheet and the Statement of Profit and Loss dealt with by this report are inagreement with the books of accounts;

17

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss Account and the CashFlow Statement dealt with by this report comply with the Accounting Standards referred to insection 211 (3C) of the Act;

e) On the basis of written representations received from the Directors and taken on record bythe Board of Directors, none of the Directors is disqualified as on 31st March, 2012 frombeing appointed as a director of the company in terms of clause (g) of sub section (1) ofSection 274 of the Act;

f) In our opinion and to the best of our information and according to the explanations given tous the said accounts subject to our remarks as given in Para II above with their resultantimpact and including overall impact as given in para III above (presently not ascertainable)and Note 8(a) to the financial statement, regarding non-availablity of details relating toMicro, Small and Medium Enterprise Development Act, 2006 and read together with theother notes thereon give the information required by the Act, in the manner so required andgive a true and fair view in conformity with the accounting principles generally accepted inIndia :

i) In the case of the Balance Sheet, of the state of affairs of the company as at31st March, 2012;

ii) In case of the Statement of Profit and Loss , of the profit for the year ended on that date;and

iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on thatdate.

For Lodha & Co. Chartered Accountants

Firm ICAI Registration No. : 301051EPlace: Kolkata (H. S. Jha)Dated: the 31st day of July, 2012 Partner


ANNEXURE REFERRED TO IN PARAGRAPH 1 OF AUDITOR’S REPORT OF EVEN DATEi) (a) The company has maintained proper records showing full particulars including quantitative

details and situations of fixed assets.

(b) The Fixed assets of the company were physically verified by the management according tophased program of verification, which in our opinion is reasonable having regard to the sizeof the Company and the nature of its business. Discrepancies noticed on such verificationswere not material.

(c) The company has not disposed off a substantial part of its fixed assets during the year,which affect its going concern status.

ii) (a) As explained to us, the inventories of the Company except materials lying with the thirdparties have been physically verified by the Management at reasonable intervals during theyear/at the year end. In our opinion and according to information and explanations given tous, the frequency of the verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedureof physical verification of inventories except in respect of materials lying with third partiesfollowed by the Management is reasonable and adequate in relation to the size of theCompany and nature of its business.

18

(c) On the basis of examination of the records of Inventory and according to the information andexplanations given to us, we are of the opinion that the Company is maintaining properrecords of Inventory. Discrepancies noticed on the physical verification of stocks were notmaterial.

iii) On the basis of examination of the records and according to the information and explanationsgiven to us, the company has not taken/granted any loans, secured or unsecured to Companies,firms, or other parties covered in the register maintained under section 301 of the Act during theyear. Accordingly, the provisions of clause 4(iii) (b) to (g) of the order are not applicable to thecompany.

iv) In our opinion and according to the information and explanations given to us there are adequateinternal control procedures commensurate with the size of the company and nature of its businesswith regard to the purchase of Inventory, Fixed Assets and sale of goods. During the course of ouraudit we have not observed any continuing failure to correct major weakness in internal controlsystem.

v) According to the information and explanations given to us, there are no transactions that need toentered into the register in pursuance of section 301 of the Act. Accordingly, the provisions ofclause 4(v) (b) of the order are not applicable to the company.

vi) The company has not accepted any deposits from the public during the year within the meaningof the provisions of section 58A, 58AA or any other relevant provision of the Act and rules madethereunder.

vii) The Company has an internal audit system which covers certain specific areas of operations/processes and therefore the scope thereof needs to be enlarged and the system followed needsto be further strengthened.

viii) As explained to us, the Central Government has prescribed the maintenance of cost recordsunder section 209(1)(d) of the Act for manufacture of tea. The Company is in the process ofcompiling such records. However in the absence of these records we have not been able to carryout the review of the same.

ix) According to the information and explanations given to us and as per the records of the Company,the Company is regular in depositing with appropriate authorities undisputed statutory duesincluding Provident Fund, Investor Education and Protection Fund, Employees State Insurance,Income Tax, Professional Tax, Sales Tax, Wealth tax, Service Tax, Excise Duty, Cess and anyother statutory dues applicable to it. However, according to the information and explanation givento us, there is no undisputed amounts payable in respect of these which were in arrears as on31st March, 2012 for a period of more than six months from the date they became payable.

x) There are no accumulated losses as at the close of the financial year. The Company has notincurred cash losses during the year and in the immediately preceding previous financial year.

ix) Based on our examination of documents and records and according to information andexplanations given to us, the company has not defaulted in repayment of dues to FinancialInstitutions and banks. There are no debenture holders.

xii) Based on our examination of documents and records and according to the information andexplanations given to us, the company has not granted loans and advances on the basis ofsecurity by way of pledge of shares, debentures and other securities.

19

xiii) The company is not a Chit fund or a Nidhi/Mutual benefit fund/society. Accordingly, the provisionsof the clause 4(xiii) of the Order are not applicable to the Company.

xiv) The Company is not dealing and trading in shares, securities, debentures and other investments.Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

xv) According to the information and explanations given to us, the Company has not given anyguarantee for loans taken by others from Banks or Financial Institutions.

xvi) As per the information and explanation given to us, the Company has not availed fresh term loanduring the year.

xvii) According to the information and explanations given to us and on an overall examination of theBalance Sheet of the company, we report that the Company has not utilized short term funds forlong term purposes.

xviii) The Company has not made any preferential allotment of shares to parties and Companiescovered in the register maintained under section 301 of the Act.

xix) On the basis of the examination of the records, the company has not issued any debentures.

xx) The Company has not raised any money by public issue during the year.

xxi) During the course of our examination of the books of accounts carried out in accordance with thegenerally accepted auditing practices in India, we have neither come across any incidence offraud on or by the company nor have we been informed of any such case by the Management.

For Lodha & Co. Chartered Accountants

Firm ICAI Registration No. : 301051EPlace: Kolkata (H. S. Jha)Dated: the 31st day of July, 2012 Partner


20

Tyroon Tea Company LimitedBalance Sheet as at 31st March, 2012

As at As atParticulars Note 31.03.2012 31.03.2011

No. Rs. Rs.EQUITY AND LIABILITIES

Shareholder’s Funds

a. Share Capital 2 3,51,20,208 3,51,20,208

b. Reserves and Surplus 3 10,55,02,827 9,20,25,085

Non-Current Liabilities

a. Long Term Borrowings 4 87,22,092 1,15,96,982

b. Deferred tax liabilities (Net) 5 — —

c. Long term Provisions 6 2,08,97,477 2,21,11,166

Current Liabilities

a. Short Term Borrowings 7 23,00,202 1,91,58,064

b. Trade Payables 8 2,60,67,599 2,70,09,360

c. Other Current Liabilities 9 33,98,964 33,92,848

d. Short Term Provisions 10 1,20,71,323 93,35,957

Total 21,40,80,692 21,97,49,670

ASSETS

Non-Current Assets

a. Fixed Assets

Tangible Assets 11 6,85,10,553 5,23,87,913

b. Capital Work in Progress — 15,95,298

c. Non-Current Investments 12 2,86,00,200 2,86,00,200

d. Long Term Loans and Advances 13 2,70,00,000 2,91,70,000

Current Assets

a. Current Investments 14 5,06,49,520 5,54,33,666

b. Inventories 15 1,14,19,152 93,88,597

c. Trade receivables 16 11,97,264 31,41,930

d. Cash and Cash equivalents 17 12,77,795 1,05,44,911

e. Short Term Loans and Advances 18 1,20,75,880 1,56,42,037

f. Other Current Assets 19 1,33,50,328 1,38,45,118

Total 21,40,80,692 21,97,49,670

Significant Accounting Policies 1

See accompanying notes to the financial statements

This is the Balance Sheet referred to in our Report of even date.

KolkataThe 31st day of July, 2012

FOR LODHA & CO.Chartered AccountantsH. S. JHAPartner

K. C. MISHRACompany Secretarycum Cost Controller


Directors

21

Tyroon Tea Company LimitedStatement of Profit and Loss for the year ended 31st March, 2012

For the year For the yearended ended

Particulars Note 31.03.2012 31.03.2011No. Rs. Rs.

Revenue from Operation 20 19,52,89,479 21,67,10,546

Other Income 21 82,35,083 39,28,824

Total Revenue 20,35,24,562 22,06,39,370

Expenses

Cost of Materials Consumed 3,62,03,027 3,57,95,004

Cultivation Expenses 2,01,59,158 1,91,56,290

Changes in inventories of finished goods,work in progress and Stock-in-Trade 22 91,671 (8,42,814)

Employee Benefits Expense 23 5,71,69,737 5,22,11,808

Finance Costs 24 29,47,734 27,17,203

Depreciation and amortization expense 11 28,24,683 24,56,963

Other Expenses 25 6,53,55,893 8,39,07,053

Total Expenses 18,47,51,903 19,54,01,507

Profit before Tax 1,87,72,659 2,52,37,863

Tax Expense 26 13,40,911 30,80,001

Profit / (Loss) for the year 1,74,31,748 2,21,57,862

Earnings per Equity Share : 30

Basic and Diluted 5.12 6.51

Significant Accounting Policies 1

See accompanying notes to the financial statements

This is the Statement of Profit & Loss Account referred to in our Report of even date.





Directors

22

Tyroon Tea Company LimitedCash Flow Statement for the year ended 31st March, 2012

2011-2012 2010-2011Rs. Rs.

A. Cash Flow from Operating Activities :Net Profit before Tax 1,87,72,659 2,52,37,863Adjustments for :

Depreciation 28,24,683 24,56,963Interest Paid 29,47,734 27,17,203(Profit) / Loss on Sale of Fixed Assets 1,05,964 (62,865)Interest / Dividend received (19,13,468) (22,32,026)(Profit) / Loss on Sale of Investments (27,71,200) (3,67,995)Sundry Debit Balance written off 2,20,125 —Irrecoverable balance / Bad debt written off — 2,17,64,762Sundry Credit Balance Written Back (21,688) (61,565)Provision / Liability no longer required written back (14,80,533) (4,23,954)

Operating Profit before working capital changes 1,86,84,276 4,90,28,386Adjustments for :

(Increase) / Decrease in Trade and Other receivables 49,14,499 (19,37,243)(Increase) / Decrease in Inventories (20,30,555) (29,23,563)Increase / (Decrease) in Payables 27,77,950 30,56,588

Cash generated from operations 2,43,46,170 4,72,24,168Direct Taxes paid (14,94,580) (24,69,949)

Net Cash (used in) / from operating activities 2,28,51,590 4,47,54,219B. Cash Flow from Investing Activities :

Purchase of fixed assets (1,94,45,247) (62,20,047)Sale of fixed assets 19,87,258 66,802Investments - Purchase of Investments (2,68,34,225) (4,75,21,812)Proceeds from Sale of Investments 3,43,89,571 —Loans and Inter-corporate Deposits (Net) 21,70,000 —Interest received 23,93,880 24,10,037Dividend received 14,378 34,594

Net cash (used in) / from Investing activities (53,24,385) (5,12,30,426)C. Cash Flow from Financing Activities :

Proceeds from Long Term Borrowing (net) (30,05,109) 1,65,30,762Proceeds from Short Term Borrowing (net) (1,68,57,862) —Interest Paid (29,64,204) (27,28,172)Dividend Paid (34,02,100) —Tax on Dividend (5,65,046) —

Net cash (used in) / from financing activities (2,67,94,321) 1,38,02,590

Net (Decrease) / Increase in cash and cash equivalents (92,67,116) 73,26,383Cash and Cash Equivalents (Opening Balance)* 1,05,44,911 32,18,528Cash and Cash Equivalents (Closing Balance)* 12,77,795 1,05,44,911

Note : 1. The above Cash Flow statement has been prepared under the “Indirect Method” set out in AccountingStandard (AS) - 3 on Cash Flow Statement

2. *Refer Note ‘17’ to the financial statements

THIS IS THE CASH FLOW STATEMENT REFERRED TO IN OUR REPORT OF EVEN DATE





Directors

23

1 SIGNIFICANT ACCOUNTING POLICIES

A. GENERAL

i. These accounts have been prepared on the historical cost convention in accordance withprovisions of the Companies Act, 1956 and mandatory Accounting Standards Rules 2006.

ii All income and expenses to the extent considered receivable and payable respectively, unlessspecifically stated to be otherwise are accounted for on mercantile basis.

iii. Accounting policies unless specifically stated to be otherwise are consistent and are inconsonance with generally accepted accounting principles.

B. USE OF ESTIMATES

The Preparation of financial Statements require Management to make estimates and assumption thataffect the reported amount of Assets and Liabilities and disclosure relating to contingent liabilities asat the Balance Sheet date and the reported amounts of Income and Expenses during the year.

Contingencies are recorded when it is probable that a liability will be incurred and the amounts canreasonably be estimated. Differences between the actual results and the estimates are recognized inthe year in which the results are known / materialized.

C. REVENUE RECOGNITION

i. Sales is recognised in the accounts on passing of title of goods i.e. delivery as per terms of saleor on completion of auction in case of auction sale.

ii. Sales represents the invoice value of goods supplied less tax, if any.

D. FIXED ASSETS

Fixed Assets are stated at cost of acquisition. The cost of extension planting on cultivable landincluding cost of development is capitalised whereas expenses in respect of replanting of tea bushesare charged to revenue. Subsidy related to fixed assets is adjusted against the cost of the same.

E. DEPRECIATION

Depreciation on Fixed Assets is provided in the manner and at the applicable rates as specified inSchedule XIV of the Companies Act, 1956 under Straight Line Method.

F. IMPAIRMENT

Fixed Assets are reviewed at each Balance Sheet date for impairment. In case event andcircumstances indicate any impairment, recoverable amount of fixed assets is determined. Animpairment loss is recognized, wherever the carrying amounts of assets either belonging to CashGenerating Unit (CGU) or otherwise exceeds recoverable amount. The recoverable amount is thegreater of asset's net selling price or its value in use. In assessing the value in use, the estimatedfuture Cash Flow from the use of assets is discounted to their present value at appropriate rate. Animpairment loss is reversed if there has been change in the recoverable amount and such loss nolonger exists or has decreased. Impairment Loss / reversal thereof is adjusted to the carrying value ofthe respective asset which in case of CGU, are allocated to the assets on a pro-rata basis. Subsequentto recognition of impairment loss / reversal thereof, depreciation is provided on the revised carryingamount of the assets, on a systematic basis, over its remaining useful life.

G. INVESTMENTS

Investments are classified under Long Term and Current Investments depending on the intention forholding the same. Long Term Investments are stated at cost. Provision for diminution is made torecognise a decline, other than the temporary, in the value of investments. Current Investments arestated at lower of cost or fair value. Gains/Losses on disposal of investments are recognised in theStatement of Profit and Loss.

Tyroon Tea Company LimitedSignificant Accounting Policies

24

H. INVENTORIES

Inventories are valued at cost or net realisable value whichever is lower. Cost in respect of finishedproduct is determined on average basis and represents works cost and appropriate portion ofoverheads.

Cost in respect of Stores and Spares and Foodstuff is computed on FIFO basis.

Excise duty /Tea Cess/ Education Cess if any leviable/ payable on closing stock of Tea is provided andincluded in valuation of closing stock.

I. EMPLOYEE BENEFITSEmployee benefits are accrued in the year services are rendered by the employees.

Contribution to defined contribution schemes such as Provident Fund etc. are recognized as and whenincurred.

Long-term employee benefits under defined benefit scheme such as contribution to gratuity aredetermined at close of the year at present value of the amount payable using actuarial valuationtechniques. Leave Encashment is provided on the basis of actual valuation as computed by thecompany.

Actuarial gain and losses are recognized in the year when they arise

J. FOREIGN EXCHANGE TRANSACTION

Transaction in foreign currencies are accounted for at the exchange rate prevailing on the date of thetransaction. Foreign currency, monetary assets and liabilities at the year end are translated usingexchange rate prevailing on the last day of the financial year. The loss or gain thereon and also theexchange differences on settlement of the foreign currency transactions during the year arerecognized as income or expenses and adjusted to the Statement of Profit and Loss.

K. SUBSIDY Tea Replantation subsidy and other subsidies is accounted for on acceptance/receipt by/from the

concerned authorities.

L. BORROWING COST

Borrowing cost incurred in relation to acquisition, construction or production of a qualifying asset iscapitalized as a part of the cost of such assets up to the date when such assets are ready forintended use or sale. Other borrowing cost are charged as an expense in the year in which they areincurred.

M. TAXES ON INCOMEProvision for Tax is made for current and deferred taxes. Current tax is provided on the taxableincome using the applicable tax rates and tax laws. Deferred tax assets and liabilities arising onaccount of timing difference, which are capable of reversal in subsequent period are recognizedusing tax rates and tax laws, which have been enacted or substantively enacted. Deferred tax assetsare recognized only to the extent that there is reasonable certainty that sufficient future taxableincome will be available against which such deferred tax assets will be realized. In case of carryforward of unabsorbed depreciation and tax losses, deferred tax assets are recognized only if thereis a “virtual certainty” that such deferred tax assets can be realized against future taxable profits.

N. PROVISION, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provision involving substantial degree of estimates in measurement is recognized when there is apresent obligation as a result of past events, and it is probable that there will be an outflow ofresources and a reliable estimate can be made of the amount of obligation. Contingent assets areneither recognized nor disclosed in the financial statements. Contingent liabilities are not provided inthe books but disclosed by way of a note in the Notes to Account.

Tyroon Tea Company LimitedSignificant Accounting Policies

25

Tyroon Tea Company LimitedNotes to the Financial Statements for the year ended 31st March, 2012

FIGURES IN BRACKETS REPRESENTS DEDUCTIONS

AS AT AS AT31.03.2012 31.03.2011

Rs. Rs.2. SHARE CAPITAL

AUTHORISED

40,00,000 Equity Shares of Rs. 10/- each 4,00,00,000 4,00,00,000

(Previous year 40,00,000 Equity Sharesof Rs. 10/- each)

ISSUED, SUBSCRIBED AND PAID UP

34,02,100 Equity Shares of Rs. 10/- each 3,40,21,000 3,40,21,000

fully paid ups)

Add : Forfeited Shares Amount 10,99,208 3,51,20,208 10,99,208 3,51,20,208

Paid-up on 2,32,400 Equity Shares) 3,51,20,208 3,51,20,208

Note :

Shareholders holding more than 5% shares : No. of Shares No. of Shares

Srikrishna Ajrun Trading & Investment Co. (P) Ltd. 7,74,233 7,59,549

Arun Kumar Jalan 6,54,778 6,54,778

Anirudha Jalan 4,06,819 4,06,819

2. RESERVE AND SURPLUS

As at 31st .March 2012 As at 31st .March 2011

Share Premium 3,86,57,000 3,86,57,000

General Reserve :

Opening Balance 5,33,68,085 3,51,77,369

Add : Transferred from Profitand Loss Account 1,34,77,742 6,68,45,827 1,81,90,716 5,33,68,085

Surplus :

Opening Balance — —

Add : Profit for the year transferred fromStatement of Profit & Loss 1,74,31,748 2,21,57,862

Less : Proposed Dividend on Equity Shares

(Dividend per Share Re 1/-(Previous year Re 1/-) (34,02,100) (34,02,100)

Less : Tax on Dividend (5,51,906) (5,65,046)

Less : Transferred to General Reserve (1,34,77,742) (1,81,90,716)

Balance at the end of the year — —

10,55,02,827 9,20,25,085

26


FIGURES IN BRCKETS REPRTS DEDUCTIONS

As at As at31.03.2012 31.03.2011

Rs. Rs.4. LONG TERM BORROWINGS (SECURED)

Term Loan from Allahabad Bank 79,43,981 1,04,43,981

Vehicle Loan 7,78,111 11,53,001

87,22,092 1,15,96,982

Note :

a. Term Loans are secured by hypothecation of crops, entire stocks, bookdebts and other current assets and Plant and machinery, both presentand future and equitable mortgage of Leasedhold Land at Garden bydeposit of Title Deeds and guaranteed by Srikrishna Arjun Trading &Investment Co. Private Limited and personal guarantee of one of theDirectors.

b. Vehicle Loan is secured by hypothecation of vehicles acquired underCar Loan Scheme.

5. DEFERRED TAX LIABILITIES (NET)

In accordance with Accounting Standard - 22 “Accounting for Taxes onIncome” the Company has accounted for deferred tax. The taxauthorities have disputed the claims made by the Company seeking taxbenefits on non moving interest receivable. Further interest to the extentnot provided in the books as the possibility of recoverability being doubtfulhas also been added in various assessment years while computingtaxable income by the tax authorities. As a matter is at various stagesof dispute with tax authorities neither deferred tax assets nor tax assetsnor deferred tax liability has been considered in this respect.Considerable amount of gratuity provided in the books has remainedunpaid. In the absence of any future plan of payment Deferred taxAssets in this respect has been considered only to the extent of DeferredTax Liability.

The Components of deferred Tax Assets and Liabilities are as follows:-

Opening Balance Charge/ Closing Balanceas on 01.04.2011 (Credit) for as on 31.03.2012

the year

Deferred Tax Liabilities :

Depreciation Difference 24,69,831 4,08,047 28,77,878

Deferred Tax Assets :

Expenditure allowable on payment basis 24,69,831 (4,08,047) 28,77,878

— — —

As at As at31.03.2012 31.03.2011

Rs. Rs.6.LONG TERM PROVISIONS

Provisions for Employee Benefits :

Provision for Gratuity & Leave Encashment 2,08,97,477 2,21,11,166

2,08,97,477 2,21,11,166

27


FIGURES IN BRACKETS REPRESENTS DEDUCTIONS

As at As at31.03.2012 31.03.2011

Rs. Rs.

7. SHORT TERM BORROWINGSCash Credit A/c. 23,00,202 1,91,58,064

23,00,202 1,91,58,064

Note :

The above loans are secured by hypothecation of crops, entirestocks, book debts and other current assets and Plant andmachinery, both present and future and equitable mortgage ofLeasedhold Land at Garden by deposit of Title Deeds and guaranteedby Srikrishna Arjun Trading & Investment Co. Private Limited andpersonal guarantee of one of the Directors.

8. TRADE PAYABLES

Trade Payables 2,60,67,599 2,70,09,360

2,60,67,599 2,70,09,360

Note :

The Company is in the process of compiling information with regardsto suppliers covered under Micro, Small and Medium EnterpriseDevelopment Act, 2006. To the extent indentified, the Company hasno information from the suppliers under the Act and accordingly thedisclosure as acquired in Section 22 of the said Act could not begiven in said accounts.

9. OTHER CURRENT LIABILITIES

Current maturities of Term Loan from Allahabad Bank 25,00,000 25,00,000

Current maturities of Vehicle Loan 3,74,890 5,05,109

Advances against Tea Proceeds 2,61,293 1,08,488

Interest Accrued but not due 2,62,781 2,79,251

33,98,964 33,92,848

10. SHORT TERM PROVISIONS

Provisions for Employee Benefits :

Provision for Gratuity & Leave Encashment 41,79,184 9,00,810

Provision for Taxation (net of advance tax) 39,38,133 44,68,001

Provision for Dividend 34,02,100 34,02,100

Provision for Dividend Tax 5,51,906 5,65,046

1,20,71,323 93,35,957Note :

In the earlier years, while computing the Minimum Alternate tax certainadjustments were made based on opinion received by the Company.

28

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29

Tyroon Tea Company LimitedNotes to the Financial Statements for the year ended 31st March, 2012 (contd.)

12. NON-CURRENT INVESTMENTSAs at 31.03.2012 As at 31.03.2011

FACE NO. OF BOOK NO. OF BOOKVALUE SHARES VALUE SHARES VALUE

NAV UNITSRs. Rs. Rs.

A. Non-Trade Investments

In Shares and Debentures of Companies (at cost):

(Quoted Equity Shares, Fully Paid upunless otherwise stated.)

Equity Shares :

Rajahbhat Tea Co. Ltd. 10 100 533 100 533

The Calcutta Investment Co. Ltd. 100 400 21,300 400 21300

JSW Ispat Steel Ltd. 10 3000 3,33,319 3000 3,33,319(Formerly Ispat Industries Ltd )

Maharashtra Polybutenes Ltd. 1 50 1,000 50 1,000

Century Enka Ltd. 10 250 54,800 250 54,800

Hasimara Industries Ltd.* 10 100000 10,00,000 100000 1000000

Bank of Maharashtra 10 900 20,700 900 20,700

MVL Industries Ltd. 10 4200 2,91,233 4200 2,91,233

Gujrat Mineral Development Corporation Ltd. 2 3000 7,47,822 3000 7,47,822(Includes 1500 number of bonus shares)

Jai Corporation Ltd. 1 1100 8,92,628 1100 8,92,628

M V L Limited 1 28000 1,94,155 28000 1,94,155(subdivided from Rs. 2/- per share toRs. 1/- per share)

B. Trade Investments(Unquoted Equity Shares, Fully paid upunless otherwise stated :)Equity Shares :

Assam Bengal Cereals Ltd. 10 50 500 50 500

Assam Co-operative Sugar Mills Ltd. 20 174 3,480 174 3,480

Essar Steel Ltd. 10 200 18,730 200 18,730

Preference Shares :Quoted Redeemable Preference Shares

JSW Ispat Steel Ltd. 10 2000 20,000 2000 20,000(Formerly Ispat Industries Ltd.)(0.01% Cumulative RedeemablePreference Shares)

Un-Quoted Redeemable Preference Shares

Hasimara Industries Ltd(9% Non-Cumulative Redeemable

Preference Shares) 100 50000 50,00,000 50000 50,00,000

Hasimara Industries Ltd(9% Non-Cumulative Redeemable

Preference Shares) 100 25000 25,00,000 25000 25,00,000

30


12. NON-CURRENT INVESTMENTS (Contd.)As at 31.03.2012 As at 31.03.2011



Presidency Exports & Industries Ltd. 100 60000 60,00,000 60000 60,00,000(9% Non-Cumulative Redeemable PreferenceShares)

Creative Services Private Ltd. 100 65000 65,00,000 65000 65,00,000(9% Non-Cumulative Redeemable PreferenceShares)Debentures :Barclays Investment and Loans (I) Ltd. 1000000 5 50,00,000 5 50,00,000

2,86,00,200 2,86,00,200

As at 31.03.2012 As at 31.03.2011

COST MARKET VALUE COST MARKET VALUERs. Rs. Rs. Rs.

QUOTEDTraded 25,35,657 26,63,872 25,35,657 32,45,943Non Traded * Rajahbhat Tea Co. Ltd. 533 533

The Calcutta Investment Co. Ltd. 21,300 21,300Hasimara Industries Ltd. 10,00,000 10,00,000

UNQUOTED 2,50,42,710 2,50,42,710

2,86,00,200 2,86,00,200Note :a. Market quotation in respect of non traded shares are not available since long, therefore the market value of

these investments has not been statedb. The decline in the market value of long term investments to the extent of Rs. 15,89,526 (Previous year

Rs. 15,51,760/-) in respect of actively traded securities has been considered to be temporary in nature andaccordingly provision for such decline has not been considered necessary by the Management.

c. The Company’s investments of Rs. 2,00,00,000 in certain Non-Cumulative Redeemable Preference Sharesand loans and advances of Rs. 1,50,00,000 in group/associates companies are strategic in nature.Considering the long term involvement and the intrinsic values of these companies, these investments andbalances have been considered good and fully recoverable.

As at As at31.03.2012 31.03.2011

Rs. Rs.13. LONG TERM LOANS AND ADVANCES

(Unsecured and considered good by the Management)Loan Given

To Companies 1,50,00,000 1,71,70,000To Others 1,20,00,000 1,20,00,000

2,70,00,000 2,91,70,000Note :Loans of Rs. 2,23,71,813/- (including interest amounting toRs. 1,03,71,813/-) recoverable from certain parties whichhave become overdue. The Company has filed suits for therecovery of the loan amounts together with interest due.Interest on these loans considering the uncertainty as to therealisation will be accounted for as and when realised/settled.

31


Investment in Mutual Funds (Quoted)

Birla Sunlife Cash ManagerInstitutional Plan Growth 15.9058 0.0000 0.00 880,650.75 14,007,470.76ICICI Prudential Interval Fund IIQuarterly Interval Plan F 10.3703 824257.0000 8547807.50 824,257.00 8,547,807.50ICICI Prudential Interval Fund IIQuarterly Interval Plan A 10.1544 984794.0000 9999992.19 984,794.00 9,999,992.19Kotal Floater Long Term Growth 15.2639 0.0000 0.00 662,405.61 10,110,900.00BSL. Interval Income Fund INSTL,Service Growth 10.1787 0.0000 0.00 736,832.80 7,500,000.00ICICI Prudential Interval Fund II QuarterlyInterval Plan Institutional Cumulative 10.3503 508922.0000 5267495.37 508,922.00 5,267,495.37ICICI Prudential Flexible Income PlanRegular Growth 117.4966 63881.9030 7505900.00 — —Kotak Quarterly Plan Series II Growth 14.1073 1370094.3710 19328324.78 — —

50,649,520 55,433,666

Aggregate NAV of Investments in Mutual Fund 53,967,691 56,948,860

As at As at31.03.2012 31.03.2011

Rs. Rs.15. INVENTORIES

(As taken, valued and certified by the Management)

Stores and Spare Parts 79,93,446 58,90,287

Less : Provision of Obsolete Stock (1,45,413) 78,48,033 (1,45,413) 57,44,874

Stock of Foodstuff 50,092 31,025

Stock of Tea 35,21,027 36,12,698

1,14,19,152 93,88,597

16. TRADE RECEIVABLES

(Unsecured – considered good by the Management)

Outstanding for a periodexceeding six months

– Considered Good 3,69,688 5,31,965

Other Debts

– Considered Good 8,27,576 26,09,965

11,97,264 31,41,930Note :The classification between period exceeding six months and lessthan six months has been made assuming that generally suchamount become due on invoicing itself.

14. CURRENT INVESTMENTS (Non-Trade)AS AT 31.03.2012 AS AT 31.03.2011



32

As at As at31.03.2012 31.03.2011

Rs. Rs.

17. CASH AND CASH EQUIVALENTSCash-in-Hand 7,10,740 4,99,347Balances with Scheduled Banks :– Current Accounts 1,83,605 1,00,45,564– Dividend Accounts 3,83,450 —

12,77,795 1,05,44,911

18. SHORT TERM LOANS AND ADVANCES

(Unsecured & considered good by the Management)

Advances recoverable in Cash or Kind 57,07,104 80,19,971

Sundry Deposits 17,44,905 26,21,996

Advance Payment of Agricultural Income Tax 46,23,871 50,00,070

1,20,75,880 1,56,42,037

19. OTHER CURRENT ASSETS

Interest receivable on Loans & Advances 1,33,50,328 1,38,45,118

1,33,50,328 1,38,45,118


31.03.2012 31.03.2011Rs. Rs.

20. REVENUE FROM OPERATIONSSale of Tea 19,59,85,779 21,71,85,566

Less : Tea Cess (6,96,300) (4,75,020)

19,52,89,479 21,67,10,54621. OTHER INCOME

Dividend from other investments (Long Term) 14,378 34,594Profit on Sale of Fixed Assets (Net) — 62,865Profit on Sale of Investment (Short Term) 27,71,200 3,67,995Interest on Loans & Deposits 18,99,090 21,97,432(including Tax deducted at sourceRs. 1,92,011/- (Previous year Rs. 2,08,754/-)]Provision / Liabilities no longer required written back 14,80,533 4,23,954Sundry Credit Balance written back 21,688 61,565Replantation Subsidy 15,51,298 —Orthodox Subsidy — 16,512Insurance Claim 41,686 1,28,637Rent Received 8,365 —Other Non Operating Income 4,46,845 6,35,270

82,35,083 39,28,824


33



31.03.2012 31.03.2011Rs. Rs.

22. CHANGES IN INVENTORIES OF FINISHED GOODS,WORK IN PROGRESS AND STOCK IN TRADE

Opening Stock of Tea 36,12,698 27,69,884

Closing Stock of Tea 35,21,027 36,12,698

91,671 (8,42,814)

23. EMPLOYEE BENEFIT EXPENSE

Salaries and Wages 2,89,41,368 2,70,44,007

Contribution to Provident and Other Funds 45,65,253 41,70,235

Gratuity & Leave Encashment 36,31,587 20,99,770

Staff Welfare Expense 2,00,31,529 1,88,97,796

5,71,69,737 5,22,11,808

24. FINANCE COST

Interest Expense 29,47,734 27,17,203

29,47,734 27,17,203

25. OTHER EXPENSES

Consumption of Stores and Spare Parts 95,27,598 1,01,45,792

Power and Fuel 2,13,48,536 1,89,98,105

Rent 3,93,603 61,834

Repairs and maintenance

Buildings 30,09,398 24,21,468

Plant and Machinery 36,10,821 25,49,561

Others 21,74,816 43,83,548

Insurance 4,94,850 3,74,315

Rates and Taxes 8,39,125 10,78,671

Travelling and conveyance 22,19,327 14,29,899

Transport Expenses 24,43,670 23,94,253

Legal and Professional charges 18,65,687 11,62,789(including Auditors fees & Consultancy chages)

Directors’ Fees 22,000 28,000

Brokerage & Selling Commission 27,08,886 29,77,190

Despatching & Selling Expenses 56,35,980 56,90,308

Subscription 4,64,895 4,90,055

Cess on Green Leaves 17,01,564 19,26,347

Sundry Debit Balance written off 2,20,125 33,789

Irrecoverable balance written off — 2,17,30,973

Loss on sale of Fixed Assets (Net) 1,05,964 —

Miscellaneous Expenses 65,69,049 60,30,156

6,53,55,893 8,39,07,053

34



31.03.2012 31.03.2011Rs. Rs.

Note :a. Payment to Auditors (included in Legal &

Professional Charges) as :

For Statutory Audit 60,000 60,000

For Tax Audit 15,000 15,000

For Other Capacity 15,000 30,000

90,000 1,05,000

b. Electricity charges are being provided as per the bill raisedby CESC Ltd. The amount receivable from CESC Ltd. onaccount of excess electricity charges for the earlier yearswill be recognised as and when adjusted in future bills.

c. Expenditure in Foreign currency

Travelling Expenses 5,66,363 80,330

26. PROVISION FOR TAXES

Current Tax 12,43,000 45,23,000

Agricultural Income Tax relating to earlier years 97,911 —

Less : Excess provision of Income Tax relating to earlier year written back — (14,42,999)

13,40,911 30,80,001

Note :

a. Current tax has been computed considering that the benefitsavailable under section 80I E of Income Tax Act, 1961 onsubstantial expansion is available on the entire profit.Accordingly, no tax has been considered under current tax.

b. Current tax includes Rs. 2,28,070/- (Previous yearRs. 37,86,381/-) of agricultural income tax payable underthe Assam Agricultural Income Tax, 1939.

27. RELATED PARTY DISCOLSURES

List of related parties

a. Associates Srikrishna Arjun Trading & Investment Co. (P) Ltd.

b. Directors / Relatives having significantinfluence, directly or indirectly Mr. A. K. Jalan (Director)

Mr. S. P. Jalan (Relative of Director)

Mr. Anirudha Jalan (Relative of Director)

c. Enterprises where Directors and relativeshave significant influence Creative Services (P) Ltd.

Hasimara Industries Ltd.

James Alexander & Co. Ltd.

35


The following transactions were carried out during the year with related parties :

Director/ EnterprisesRelatives where

Directors andrelatives have

significantinfluence

Rs. Rs.

I. Nature of Transaction

Director’s Fees 5,000 —

(6,000) (—)

Remuneration to Relatives 7,39,797 —

(5,32,514) (—)

Interest received :

Hasimara Industries Ltd. — 18,54,360

(—) (15,83,620)

Creative Services Pvt. Ltd. — 3,00,000

(—) (5,00,000)

II. Balance Outstanding :

i. Loans given

Hasimara Industries Ltd. — 1,50,00,000

(—) (1,71,70,000)

ii. Investments


(—) (75,00,000)

Creative Services (P) Ltd. — 65,00,000

(—) (65,00,000)

iii. Others


(—) (18,54,360)

Creative Services (P) Ltd. — 12,79,050

(—) (15,79,050)

“Figures in bracket represents previous year’s amount”

Note :

I. In respect of the above parties, there is no provision for doubtful debts as on 31.3.2012 and no amounthas been written off or written back during the year in respect of debts due from / to them.

II. The above related party information is as identified by the management and relied upon by the auditors.

III. There are no transaction with Associate Company.

36


28. DISCLOSURE UNDER ACCOUNTING STANDARD - 15

EMPLOYEE BENEFITS

The disclosure required Accounting Standard 15 “Employee Benefits” notified in the Companies (AccountingStandards) Rules 2006, are given below :

Defined Contribution Scheme :

Contribution to Define Contribution Plan recognised for the year are as under :

2011-12 2010-11

Employer’s Contribtion to Provident Fund 39,03,059 35,97,989

Employer’s Contribution to Pension Fund 1,55,307 1,55,815

Defined Benefit Scheme :

The present value of obligation is determined based on actuarial valuation using the projected unit Credit,which recognises each period of service as giving rise to additional unit employee benefit entitlement andmeasures each unit separately to built up the final obligation.

Gratuity (Unfunded)

31.03.2012 31.03.2011

i. Change in the present value of the defined benefitobligation representing reconciliation of opening andclosing balances thereof are as follows :Liability at the beginning of the year 22,553 22,464Interest Cost 1,885 1,800Current Service Cost 1,235 1,317Actuarial (gain) / loss on obligations 511 (1,055)Benefits paid (1,601) (1,973)

Liability at the end of the year 24,583 22,553

ii. Changes in the Fair Value of Plan Asset representingreconciliation of opening and closing balances thereofare as follows :Fair Value of Plan Assets at the beginning of the year — —Expected Return on Plan Assets — —Contribution by the Company 1,601 1,973Benefits Paid (1,601) (1,973)Actuarial gain / (loss) on Plan Assets — —Fair value of Plan Assets at the end of the year — —

31.03.2012 31.03.2011

iii. Amount recognised in Balance SheetLiability at the end of the year 24,583 22,553Fair value of Plan Assets at the end of the year — —

Amount Recognised in the Balance Sheet 24,583 22,553

(Rs. in Thousands)

37

31.03.2012 31.03.2011

iv. Expenses Recognised in the Income StatementCurrent Service Cost 1,235 1,317Interest Cost 1,885 1,800Expected Return on Plan Assets — —Net Actuarial (gain)/loss to be Recognised 511 (1,055)

Expenses Recognised in Profit & Loss Account 3,631 2,062

v. Balance Sheet ReconciliationOpening Net Liability 22,553 22,464Expenses as above 3,631 2,062Employer’s Contribution — (1,973)

Amount Recognised in Balance Sheet 26,184 22,553

vi. Principal Actuarial assumption at the Balance SheetDiscount Rate 8.00% 8.00%Rate of Return on Plan Assets 0.00% 0.00%

31.03.2012 31.03.2011 31.03.2010 31.03.2009

vii. Experience gain /(loss)adjustments on plan liabilities 511 (1,055) (1,284) 564

viii. Present value of DefinedBenefit Obligation 24,583 22,553 22,464 19,804

Notes :

Assumption relating to future salary increases, attrition, interest rate for discount & overall expected rate ofreturn on Assets have been considered based on relevant economic factors such as inflation, market growth& other factors applicable to the period over which the obligation is expected to be settled.

29. The Company’s main business is growing and manufacturing Tea. As such there is no separate reportablesegments as per the Accounting Standard 17 “Segment reporting”. Further, as the Company operatesentirely in India, no secondary segment has been identified.

30. EARNINGS PER SHARE Year ended Year ended31.03.2012 31.03.2011

Net Profit / (Loss) attributable to equity shareholders (Rs.) 1,74,31,748 2,21,57,862

Weighted average number of equity shares issued 34,02,100 34,02,100

Basic and diluted earnings per share (Rs.) 5.12 6.51(Face value Rs. 10/- per share)

31. Previous year figures has been regrouped / reclassified to conform with current year presentation, whereverconsidered necessary.






Directors

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

(1) Registration Details

CIN No. L15421WB1890PLC000612

Balance Sheet Date 31.03.2012

(2) Capital Raised during the year (Amount in Rs. Thousands)

Public Issue —

Rights Issue —

Bonus Issue —

Private Placement —

(3) Position of Mobilisation and Deployment of Funds (Rs. in Thousands)

Total Liabilities 2,14,081 Total Assets 2,14,081

Sources of Funds : Application of Funds :

Paid-Up Capital 35,120 Net Fixed Assets 68,511

Reserve & Surplus 1,05,503 Investments 79,250

Secured Loans 11,022 Net Current Assets 3,886

Unsecured Loans NIL Misc. Expenditure NIL

(4) Performance of the Company (Rs. in Thousands)

Turnover (including other income) 2,03,525

Total Expenditure 1,84,752

Profit/(Loss) before Tax 18,773

Profit /(Loss) after Tax 17,432

Earning per share (in Rs.) 5.12

Dividend Rate 10%

(5) Generic name of Principal Product of the Company

Item Code no. 09023000

(ITC Code)

Product Description Black Tea

Directors

For and on behalf of the BoardS. ISSARN. N. NAGPAUL

Registered Office :“McLeod House”3, Netaji Subhas Road,Kolkata - 700 001.The 31st day of July, 2012

39

Tyroon Tea Company LimitedRegd. Office : “McLeod House”, 3, Netaji Subhas Road, Kolkata 700 001

PROXY

Folio No./Clinet ID Number.................................. No. of Shares held...................

D.P. Id No............................................

I/We.....................................................................................................................................

of....................................................................................................................................................

being a Member / Members of Tyroon Tea Company Limited, hereby appoint

.........................................................................of.............................................................orfailing him..........................................................of.........................................................................

as my / our proxy in my / our presence to attend and vote for me / us, and on my / our behalf atthe Annual General Meeting of the Company to be held at Bharatiya Bhasha Parishad,36A, Shakespeare Sarani, Kolkata-700 017 on Wednesday the 26th day of September, 2012 at10.30 A.M. and / or at any adjournment thereof.

Signed this ........................................... day of.........................................2012

Signature

Note : The proxy must be deposited at the Registered Office of the Company at “McLeod House”,3, Netaji Subhas Road, Kolkata - 700 001 not less than 48 hours before the meeting.

(Tear Off)

Tyroon Tea Company LimitedRegd. Office : “McLeod House”, 3, Netaji Subhas Road, Kolkata 700 001

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND OVER AT THE ENTRANCE

....................................................................................................................................................................Name of Shareholder/s (In Block Letters)

Folio No/Client ID No..................................... No. of Shares held................................................

D.P. Id No......................................................

.........................................................................................................................................................................................

Name of the Proxy (In Block Letters) in case the Proxy attends instead of the Shareholder(s).

I hereby record my presence at the ANNUAL GENERAL MEETING of the Company at the auditoriumof Bharatiya Bhasha Parishad, 36A, Shakespeare Sarani, Kolkata-700 017, on Wednesday, the 26thday of September, 2012 at 10.30 A.M.

Signature of the Shareholder or Proxy.........................................................................................................

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