డైరెక్టర్ల నివేదిక Assambrook Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Reports together with the Audited Accounts for the year ended March 31, 2014.

1. FINANCIAL RESULTS:

(Rs. in lacs)

For the year ended For the year ended 31 March, 2014 31 March, 2013

Profit/(Loss) before Depreciation & Taxation 157.31 150.96

Depreciation 138.32 146.11

Profit/(Loss) before Taxation 18.99 4.85

Provision for taxation - -

Profit/(Loss) after taxation 18.99 4.85

Deduct/Add:

Balance brought forward from Profit & Loss Account (1003.97) (1008.82)

Balance carried forward (984.98) (1003.97)

2. DIVIDEND:

In view of the carry forward losses, the Board is recommending no dividend.

3. OPERATIONS:

During the financial year under review, your company produced 28.63 lacs kgs of Black Tea as compared to 26.57 lac kgs in the previous year. After a slow start in March 2013, the tea harvest settled down quickly to good intakes generally across Assam.

Importantly, the average realization per kg. was reasonably higher due to better quality of tea produced. Significantly lower inventory and strong consumption growth should stabilize the prices during the season 2014. Tea prices of better quality are expected to improve from the last year both in domestic and global markets. The company''s focus has always been to produce quality teas, which continues to command a premium in both domestic and international market.

Uprooting and replanting policy of the company was maintained. This has resulted in an improvement of the age profile of the Tea bushes. A good standard of young tea has been established.

4. SCHEME OF ARRANGEMENT:

As reported earlier year the Board of the Company had approved the proposal of the scheme of De-merger of both the Tea Estates Dhullie and Tinkharia. However, the Scheme of De-merger could not be finalized due to procedural formalities. Your Directors are actively pursuing alternative mechanism for effective completion of the sale agreement and hope to finalise the same during the current financial year.

5. AUDITORS'' REPORT:

The Auditor''s observation have been dealt with in the notes to the Accounts which are self explanatory and do not require further clarification.

6. AUDITORS:

M/s Tiwari & Co., Chartered Accountants, Auditors retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment. The Audit Committee has recommended their appointment as auditors of the Company.

7. DIRECTORS:

Shri S Gangopadhyay an independent director tendered his resignation and ceased to be director of the company on and from 13 Sept 2013. Your directors put on record their gratitude for the valuable advises given by Shri S Gangopadhyay from time to time during his tenure as a director.

Shri M K Guha and U S Menon independent directors are appointed for a term of 5 consecutive years from the date of the ensuing Annual General Meeting up to the expiry of five consecutive years or the date of the 70th AGM, whichever is earlier, subject to the approval of the shareholders at the ensuing Annual General Meeting. After such appointment the said directors will no longer be liable to retire by rotation during their tenure as independent directors. Shri Surendra Rampuria, retires at the ensuing Annual General Meeting of the Company, being eligible, offers himself for reappointment.

The independent directors have fulfilled the criteria of independence as defined under section 149(6) of the Companies Act 2013 and requisite declaration in terms of section 149(7) of the Companies Act have been received.

8. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 ("the Act") your Directors state and confirm the following:

(i) That in preparation of the Company''s Annual Accounts for the year ended 31 March, 2014 the applicable accounting standards have been followed and proper explanations have been provided for material departures, where applicable.

(ii) That such accounting policies were selected and applied consistently and the judgments and estimates were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 March, 2014 and of the profit of the Company for that financial year.

(iii) That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularity, were taken.

(iv) That the annual accounts were prepared on the basis of a going concern.

9. FIXED DEPOSITS:

The Company has decided not to accept any fresh deposit.

10. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges a separate report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed to this report.

11. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956:

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable.

The particulars required in terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the annexed Statement.

13. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable.

The particulars required in terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the annexed Statement.

14. APPRECIATION:

Your Directors record their appreciation for the co-operation extended by all the employees. Your Directors also thank the Banks and Financial Institutions for their support. Your Directors also gratefully acknowledge your continued support as Shareholders.

By Order of the Board

Siddharth Rampuria (MANAGING DIRECTOR)

Head Office: 1, Shakespeare Sarani, Kolkata 700 071 Mrinal Kanti Guha Dated: 30 May, 2014 (DIRECTOR)

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Mar 31, 2012

The Directors have pleasure in presenting the Annual Reports together with the Audited Accounts for the year ended March 31, 2012

1. FINANCIAL RESULTS: (Rs.in lacs) For the year ended for the year ended 31March,2012 31March,2011

Profit/(Loss) before Depreciation & Taxation 119.60 139.80

Depreciation 120.18 121.33

Profit/(Loss) before Taxation (0.58) 18.47

Provision for taxation - -

Profit/(Loss) after taxation (0.58) 18.47

Deduct/Add :

Balance brought forward from Profit

& Loss Account (1008.24) (1026.71)

Balance carried forward (1008.82) (1008.24)

2. DIVIDEND :

In view of the carry forward losses, the Board is recommending no dividend.

3. OPERATIONS :

During the financial year under review, tea production was affected adversely due to a variety of factors influenced by the onset of early winter and the drought like condition from October to March. The production has decreased to 22.81 lacs Kg. against the last year of 30.47 lacs kg. mainly due to cessation of brought leaf operations and unfavorable weather conditions.

However, the average realization per kg. was reasonably higher due to better quality of tea produced. The Directors' reviewed with great satisfaction your Company's achievements in improving quality for the year under review.

4. SCHEME OF ARRANGEMENT

As reported earlier, the Company is evaluating various formalities for transfer of the Tea Estates owned by the Company. It has been decided that the Tea Estates would be transferred by way of Scheme of Arrangement under the Companies Act. In the Board Meeting held on 23 August, 2012 the proposal for the Scheme of De-merger of both the Tea Estates, viz: Dhullie and Tinkharia was approved by the Board. The Scheme of arrangement will be finalized shortly in compliance with appropriate legal advice.

5. AUDITORS' REPORT:

The Auditor's observation have been dealt with in the notes to the Accounts which are self explanatory and do not require further clarification.

6 AUDITORS :

M/s Tiwari & Co., Chartered Accountants, Auditors retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

7. DIRECTORS :

Shri Subhrendu Gangopadhyay retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for reappointment.

Shri Madhukar Nowlakha has resigned from the Board with effect from 8August, 2012. Your Board place on record his appreciation for the services rendered by him during his tenure with the Company.

8. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2A) of the Companies Act, 1956 ("the Act") your Directors state and confirm the following :

(i) That in preparation of the Company's Annual Accounts for the year ended 31 March, 2011 the applicable accounting standards have been followed and proper explanations have been provided for material departures, where applicable.

(ii) That such accounting policies were selected and applied consistently and the judgments and estimates were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 March, 2011 and of the loss of the Company for that financial year.

(iii) That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularity, were taken.

(iv) That the annual accounts were prepared on the basis of a going concern.

9. FIXED DEPOSITS :

The Company has decided not to accept any fresh deposits.

10. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges a separate report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed to this report.

11. FINANCIAL MATTERS:

Your Directors are pleased to inform that Negotiated Settlement with the remaining secured lender has been finalized during the year under review and full payment of settlement was made during the year.

In terms of the settlement arrived at with the Bank the Company had issued 265000, 6% Non-cumulative Redeemable Preference Shares of Rs.100/- each fully paid up aggregating Rs.265 lacs to the Bank against part conversion of loan.

12.PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956:

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable.

The particulars required in terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the annexed Statement.

13. APPRECIATION:

Your Directors record their appreciation for the co-operation extended by all the employees. Your Directors also thank the Banks and Financial Institutions for their support. Your Directors also gratefully acknowledge your continued support as Shareholders.

By Order of the Board

Siddharth Rampuria

(MANAGING DIRECTOR)

Head Office:

1, Shakespeare Sarani,

Kolkata 700 071 Surendra Rampuria

Dated:23 August, 2012 (DIRECTOR)

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Mar 31, 2011

The Directors have pleasure in presenting the Annual Reports together with the Audited Accounts for the year ended March 31, 2011

1. FINANCIAL RESULTS: ( RS.in lacs)

For the year ended for the year ended 31 March,2011 31 March,2010

Profit/(Loss) before Depreciation 139.80 220.72

& Taxation Depreciation 121.33 108.20

Profit/(Loss) before Taxation 18.47 112.52

Provision for taxation - -

Profit/(Loss) after taxation 18.47 112.52

Deduct/Add :

Balance brought forward from Profit & Loss Account (1026.71) (1139.23)

Balance carried forward (1008.24) (1026.71)

2. DIVIDEND :

In view of the carry forward losses, the Board is recommending no dividend.

3. OPERATIONS :

During the financial year your Company produced 30.47 Lacs Kg. inclusive of bought leaf as compared to 30.07 Lacs Kg. in the previous year. There was marginal increase in the overall production but there was a minor decline in own produce due to unfavorable weather and unprecedented pest attack. The turnover of your Company was Rs.4211.48 lacs for the current year as against Rs.3444.27 lacs in the previous year.

The Company's average realization for its produce for the year 2010-11 was Rs.141.08 per kg. as against Rs.120.34 per kg. registering an increase of 17.23%. when compared to the previous year. The Directors view with great satisfaction your Company's performance for the year under review.

As reported in the last year the Company continued to with the up gradation and modernization of its manufacturing facilities. The Company's policy of uprooting and replanting to replace ageing bushes on the field is an ongoing process and should benefit all stakeholders.

Pending receipt of various clearances, the Tea Estates could not be transferred and it is hoped that transfer formalities will be completed within the financial year 2011-12.

The Board of Directors are seriously exploring various new business opportunities and would keep the shareholders abreast with the plans on crystallization.

4. AUDITORS' REPORT:

The Auditor's observation have been dealt with in the notes to the Accounts which are self explanatory and do not require further clarification. 5 AUDITORS :

M/s Tiwari & Co., Chartered Accountants, Auditors retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

6. DIRECTORS :

Shri Mrinal Kanti Guha retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for reappointment.

7. DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2A) of the Companies Act, 1956 ('the Act') your Directors state and confirm the following :

(i) That in preparation of the Company's Annual Accounts for the year ended 31 March, 2011 the applicable accounting standards have been followed and proper explanations have been provided for material departures, where applicable.

(ii) That such accounting policies were selected and applied consistently and the judgments and estimates were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 March, 2011 and of the profit of the Company for that financial year.

(iii) That proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularity, were taken.

(iv) That the annual accounts were prepared on the basis of a going concern.

8. FIXED DEPOSITS :

The Company has decided not to accept any fresh deposit.

9. CORPORATE GOVERNANCE :

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges a separate report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed to this report.

10. FINANCIAL MATTERS:

As reported during the previous year, negotiated settlement discussions with a Bank (the only secured creditor pending settlement) is in progress and it is hoped that same will be finalized during the current year.

11.PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT, 1956:

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable.

The particulars required in terms of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the annexed Statement.

12. APPRECIATION:

Your Directors record their appreciation for the co-operation extended by all the employees. Your Directors also thank the Banks and Financial Institutions for their support. Your Directors also gratefully acknowledge your continued support as Shareholders.

By Order of the Board

SIDDHARTH RAMPURIA

(MANAGING DIRECTOR)

Head Office:

1, Shakespeare Sarani,

Kolkata 700 071

Dated:30 August, 2011 SURENDRA RAMPURIA

(DIRECTOR)

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Mar 31, 2010

The Directors have pleasure in presnting the Annual Reports together with the Audited Accounts for the year ended March 31, 2010.

1. FINANCIAL RESULTS:

(RS. in lacs)

For the year ended for the year ended 31 March 2010 31 March 2009

Profit (Loss) before Depreciation 220.72 292.90

& Taxation

Depreciation 108.20 98.62

ProfiV(Loss) before Taxation 112.52 194.28

Provision for taxation

Fringe Benefit Tax 1.00

Profit/(Loss) after taxation 112.52 193.28

Deduct/Add :

Balance brought

forward from Profit

& Loss Account (1139.23) (1332.51)

Balance carried forward (1026.71) (1139.23)



2. DIVIDEND:

In view of the carry forward losses, no dividend Is being recommended by the Board.

3. OPERATIONS:

Turnover of your Company was Rs. 3444.27 lacs for the current year as against Rs. 2871.64 lacs in the previous year and similarly crop during the year inclusive of brought leaf during the year was 30.07 lacs kg. as against 26.86 Lacs kg of the previous year. This was due to better irrigation facilities, improved overall supervision and the adoption of good cultivation practices.

Your Companys performance during the year was quite satisfactory. The Companys average realization for its produce for the year 2009-10 was Rs.120.34/kg. against Rs.109.14/kg. for the year 2008-09.

The Company continued to with the upgradation and modernization of its manufacturing facilities. The Companys policy of uprooting and replanting to replace ageing bushes on the field is an ongoing development activity and should benefit all stakeholders.

As reported in earlier year the Company is taking requisite steps for transfer of the Tea Estates and it is hoped that transfer formalities will be completed within the financial year 2010-11.

The Board of Directors are seriously exploring various new business opportunities and would keep the shareholders abreast with the plans on crystallization.

4. AUDITORSREPORT:

The Auditors observation have been dealt with in the notes to the Accounts which are self explanatory and do not require further clarification.

5. AUDITORS:

M/s Tiwari & Co., Chartered Accountants, Auditors retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

6. DIRECTORS:

Shrl Surendra Rampuria retires by rotation at the forth coming Annual General Meeting and being eligible, offer himself for reappointment.

7. DIRECTORSRESPONSIBILITY STATEMENT:

Pursuant to Section 217(2A) of the Companies Act, 1956 ("the Act") your Directors state and confirm the following :

(i) That In preparation of the Companys Annual Accounts for the year ended 31 March, 2010 the applicable accounting standards have been followed and proper explanations have been provided for material departures, where applicable.

(ii) That such accounting policies were selected and applied consistently and the judgments and estimates were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 March, 2010 and of the profit of the Company for that financial year.

(iii) That proper and sufficient care for the maintenance of adeauate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularity, were taken.

(iv) That the annual accounts were prepared on the basis of a going concern.

8. FIXED DEPOSITS:

As reported in last year the Company has already repaid fixed deposit as per direction of the Company Law Board. The payment of post maturity interest on fixed deposits have been made during the financial year in accordance with the order of the Honble Company Law Board, Eastern Region Bench, Kolkata.

The Company has decided not to accept any fresh deposit.

9. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges a separate report on Corporate Governance along with the Auditors Certificate on its compliance is annexed to this report.

10. FINANCIAL MATTERS:

In terms of the settlement arrived at with The Catholic Syrian Bank Ltd. the Company has issued 110000 6% Non Cumulative Redeemable Preference Shares of Rs.100/- each fully paid up aggregating Rs.l 10 lacs against part conversion of loan.

The Company has also issued 425000 6% non-cumulative redeemable preference shares of Rs. 100/- each fully paid up aggregating Rs.425 lacs to Allahabad Bank and redeemed 147000 7.5% Non Cumulative Redeemable Preference Shares of Rs.100/- each from the proceeds of this issue as per terms of the OTS.

Your Directors are pleased to inform that negotiated settlement with all the secured lenders have been finalised save and except one Bank.

11. PARTICULARS AS PER SECTION 217 OF THE COMPANIES ACT. 1956 :

Information as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable.

The particulars required in terms of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are given in the annexed Statement.

12. APPRECIATION:

Your Directors record their appreciation for the co-operation extended by all the employees. Your Directors also thank the Banks and Financial Institutions for their support. Your Directors also gratefully acknowledge your continued support as Shareholders.

By Order of the-Board

Head Office : SIDDHARTH RAMPURIA

1, Shakespeare Sarani (MANAGING DIRECTOR)

Kolkata - 700 071.

Dated : 2 September, 2010. SURENDRA RAMPURIA

(DIRECTOR)