DIRECTORS' REPORT

TO THE SHAREHOLDERS

The Directors have pleasure in presenting the Annual Report together with the audited financial statements of the company for the financial year ended March 31, 2018.

Financial Results

Financial results of the company are summarized below: (i_n r_s. L_ac)

** The company has adopted Ind As with effect from April 1, 2017 as prescribed under section 133 of the Companies Act' 2013 read with relevant rules issued thereunder.

Net sales was higher from the previous financial year by 18.32 %. Profit before Taxation stood at Rs. 779.41 lac for the year under review as against Rs. 461.41 lac in the previous year. The Earnings per Share (EPS) for the year stood at Rs.19.51as against Rs. 10.96 in the previous year.

Performance and Operations

Your company has been producing quality CTC teas over the years and has established as a premium brand in the market with wide acceptability amongst premium blenders in the country.

Season 2017 opened with an ecstatic note with favorable weather conditions prevalent in Assam. Season was a good year for the company with an increase in average selling price of Rs. 14.28 of its tea compared to previous year. Production from own leaf and bought leaf increased compared to previous year. Company's teas garnered premium prices throughout the year in the auctions. Three of the company's gardens ranked within first seven in the batting order published by CTTA during the period under review.

The following table will depict our operating position as on March 31, 2018.

During the year under review, your company was able to keep most of the expenditures under control, except on wages and pesticides where expenditure went up substantially due to reasons beyond control. However, your company was able to maintain its profitability by means of increase in production of quality teas and fetched higher average price.

Sangsua tea factory commenced production during the current year and will add value and volume contributing towards the improved profitability of the company in future years. All our factories are being accredited with Trust Tea Certification with regards to own leaf which will give consumers the required assurance of quality production.

In terms of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 SEBI (LODR), the Management Discussion and Analysis Report annexed with the Directors Report which form part of this Annual Report gives a detailed analysis of your company's operations, performance, prospects and outlook vis-a-vis industry structure and developments.

Transfer to Reserves

The Company has not transferred any amount to any reserves out of the current year's profit.

Dividend

Your Board of Directors is pleased to recommend a dividend of 30 % on equity share capital of the company for the financial year 2017-18. The distribution of dividend will result in payout of Rs. 93 lac excluding tax on dividend.

Subsidiary Company

The Company's subsidiary, B&A Packaging India Ltd, which is engaged in the production of high quality paper sacks and flexible laminates, performed commendably during the financial year ended 31st March 2018 and surpassed its previous results. During the financial year ended 31st March 2018 the company registered a gross turnover of Rs.69.72 cr. (previous year Rs. 58.89 cr.) and a pre-tax profit of Rs. 7.58 cr. (previous year Rs. 5.49 cr.). The Board of Directors of the subsidiary company has recommended a dividend of Re. 0.50 per equity share (previous year Re.0.50 per equity share) for the financial year ended 31st March 2018. Growth trends and financial performance of the subsidiary company have been included under para3.3 in the Management Discussion and Analysis Report.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act'

2013 (hereinafter the Act) read with rule 12 (1) of the Companies (Management and Administration) Rules 2014 extract of Annual Return of the company for the financial year ended 31st March 2018 is attached with Board's Report as Annexure- A.

Corporate Social Responsibility

The Corporate Social Responsibility (CSR) Policy of the company as recommended by the CSR committee of Directors and approved by the Board of Directors is available at the website of the company at the web link, https://www.barooahs.com. The constitution of the CSR Committee and particulars of meetings of the Committee held during the year are disclosed in Corporate Governance Section of the Annual Report.

In terms of rule 9 of the Companies (Accounts) Rules 2014 read with rule 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014, Annual Report on CSR is attached as Annexure - B and forms part of the Director's Report.

Fixed Deposit

The Company has no outstanding deposit as on 31st March 2018.

Directors and Key Managerial Personnel

The Company's directorate consists of nine directors, five of them are independent. Mrs. A. Farley continues to be the Chairman of the Board. No new directors were appointed during the year and none of the existing directors had resigned from the Board. The composition of the directorate is in conformity with the provisions of the Act', allied rules and SEBI (LODR). The particulars of the directorate and the key managerial personnel are given under Part I of the Corporate Governance Report which forms part of this Annual Report.

By virtue of Section 152 of the Act' Mrs. Anuradha Farley, Director retires by rotation in the ensuing Annual General Meeting and is eligible for re-appointment.

By virtue of Sections 196, 197 and 203 of the Act’ Mr. Somnath Chatterjee is re-appointed as Managing Director of the Company for a period of 5 (five) years subject to the approval of the Members in the ensuing General Meeting.

A brief resume, expertise and shareholding in your company together with details of other directorships of Mrs. Farley and Mr. Somnath Chatterjee are given in the Corporate Governance Section of the Annual Report.

Declaration by Independent Directors

All independent directors have given declaration to the company stating their independence in terms of section 149 (6) of the Act' and the same have been placed and noted in the meeting of the Board of Directors held on 21st May 2018.

Meeting of the Board of Directors

The particulars of the meetings of the Board of Directors held during the financial year ended 31st March 2018 have been furnished under para(i) of section I of the Corporate Governance Report forming part of the Annual Report.

Committees of the Board of Directors

The Board had constituted 'Audit Committee', 'Nomination and Remuneration Committee' 'Corporate Social Responsibility Committee' and 'Stakeholders Relationship Committee' of Directors in terms of respective provisions of the Act' and SEBI (LODR). The constitution, terms of references and policies of these committees have been discussed in detail in Corporate Governance section of the Annual Report. There have been no instances where the Board has not accepted the recommendations of the Audit Committee.

Compliance with Corporate Governance norms

In terms of the SEBI (LODR), a certificate from a Practicing Company Secretary on compliance of corporate governance has been attached and forms part of Annual Report.

Directors Responsibility Statement

Pursuant to the provisions of section 134(5) of the Act' the directors state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your company as at 31st March 2018 and of the profit of your company for the financial year ended 31st March 2018.

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act' for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) They have prepared the annual accounts on a 'going concern' basis.

v) They have laid down internal financial controls to be followed by the company and such internal financial controls were adequate and operating effectively.

vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Adequacy of Financial Controls

In terms of section 134 (3) (q) of the Act' read with rule 8 of the Companies (Accounts) Rules 2014 details of adequacy of financial control have been discussed at length in para 5 of the Management Discussion and Analysis Report which forms part the Director's Report.

Particulars of Contract and Arrangement with Related Parties

A policy on related party had been devised by the Board of Directors which is in conformity with Regulation 23 of SEBI (LODR) for determining the materiality of transactions with related parties and strategy for dealing with the same. The said policy is available at the website of the company at https://www.barooahs.com.

In terms of section 134 of the Act' read with rule 8(2) of the Companies (Accounts) Rules 2014 particulars of contracts/arrangements entered into by the company during the financial year under review in form AOC-2 is attached as Annexure - C and forms part of the Director's Report.

Remuneration Policy

Nomination and Remuneration Policy of the company as recommended by Nomination and Remuneration Committee of Directors and approved by the Board of Directors had been formulated in compliance with the provisions of section 178 (3) of the Act. The said policy is available at the website of the company at https://www.barooahs.com.

Disclosure in terms of section 197 of the Act' read with rule 5 of the Companies (Appointment & Remuneration) Rules 2014 regarding remuneration paid to Directors and Key Managerial Personnel for the financial year ended 31st March 2018 is given para 2 (f) of Section II in the Corporate Governance Section of the Annual Report.

Particulars of top ten employees in terms of remuneration drawn during the financial year ended 31st March 2018 is produced in the Corporate Governance section of the Annual Report.

Vigil Mechanism

In terms of section 177 (10) of the Act' and regulation 22 of the SEBI (LODR), the company had established a vigil mechanism to report to deal with genuine concern by whistle blowers. The said policy is available at the website of the company at https://www.barooahs.com.

Risk Management

In terms of section 134 (3) of the Act' the Board of Directors framed Risk Management Policy of the company to identify the key risk areas/elements with regards to its tea business. Detailed discussions on companies Risk Mitigation Plan has been made under para 4.2 of the Management Discussion and Analysis Report which forms part of this Director's Report. The Risk Management Policy is available at the website of the company at https://www.barooahs.com.

Evaluation of Board's Performance

In terms of section 134 (3) of the Act' read with SEBI (LODR), the company had laid down the criteria for reviewing the performance of its Board of Directors, Committees of the Board and the individual directors. These criteria are available at the website of the company at https://www.barooahs.com.

The Board evaluated its own performance including that of its Committees in the meeting of the Board of Directors held on 21st May 2018.

Statutory and Cost Auditors

M/s. Ghosal, Basu & Ray, Chartered Accountants, Kolkata, (FRN 315080E) were appointed as Statutory Auditors of the company for a term of five years in the annual general meeting held on 15th September 2015.

The Report given by the Statutory Auditors on the financial statements of the company for the financial year ended 31st March 2018 is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer in the report.

M/s. Mou Banerjee & Co., Cost Accountants (FRN 00266) were appointed Cost Auditors to carry out the Cost Audit of the applicable business of the company for the financial year ended 31st March 2018.

The Board of Directors has appointed them for the financial year 2018-19.

Secretarial Audit

M/s T. Chatterjee & Associates, Practicing Company Secretaries carried out the Secretarial Audit of the company for the financial year 2017-18. The Audit Report is attached with the Board's Report as Annexure - D. There has been no qualification, reservation or adverse remark in the report.

None of the Auditors of the company has reported any fraud as specified under the second proviso of Section 143 (12) of the Act.

Details of the Material and Significant Orders

There was no material order against the company by any Regulator, Court or Tribunal impacting the going concern status of the company.

A Scheme of Amalgamation between the company and Buragohain Tea Company Ltd approved by the Hon'ble Gauhati High Court has been challenged and is pending adjudication before appellate side of the said Court.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Pursuant to section 134 (3) of the Act' read with Companies (Accounts) Rules, 2014 the information relating to conservation of energy, technology

absorption and foreign exchange earnings and outgo is attached with the Board's Report as Annexure - E.

Material Changes and Commitments

Your Directors confirm that there were no material changes and commitments, affecting the financial position of the company which occurred between the end of the financial year of the company and the date of this report.

Employee Relations

The employee relations remained harmonious throughout the year and your Directors wishes to convey their gratitude and place on record their appreciation for all the executives, staff and workers at all levels for their hard work, solidarity, cooperation and dedication during the year.

Other declarations

During the year under review:

a. The company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.

b. The company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/Directors.

c. The company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

d. There was no change in the share capital or nature of business of the Company.

For and on behalf of the Board of Directors

Place : Kolkata Anuradha Farley

Date : 21st May 2018 Chairman