REPORT of the Directors

Dear Shareholders,

We present the 72nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2018.

IND AS - IFRS CONVERGED STANDARDS

Your Company has adopted Indian Accounting Standards ("Ind-AS") with effect from 1st April, 2017. Financial statements for the year ended and as at 31st March, 2017 have been re-stated to conform to Ind AS. Notes to the financial statement provides further explanation on the transition to Ind AS. Your Company has shared all four quarters re-stated Ind AS Profit and Loss Statement with investors along with quarterly results for comparisons. Your Company has accordingly prepared Ind AS Financials for the year ended 31st March, 2018 along with comparable figures as on 31st March, 2017 and Opening Statement of Assets and Liabilities as on 1st April, 2016.

EQUITY DIVIDEND

The Board is pleased to recommend the distribution of dividend @ 10% on face value of Rs. 5/- per share same as was paid last year. The dividend tax including surcharge and education cess amounting to Rs. 29.68 lakh shall be payable by the company on the said dividend, as and when paid.

SHARE CAPITAL

During the year ended 31st March, 2018 there is no change in the issued and subscribed capital of your Company. The outstanding capital as on 31st March, 2018 is Rs. 1443.87 lakh comprising of 2,88,77,488 equity shares of Rs. 5/- each.

GOODS AND SERVICES TAX (GST)

The Goods and Services Tax (GST) is a landmark reform which will have a lasting impact on the economy and on businesses. Implementation of a well-designed GST model that applies to the widest possible base at a low rate can provide stimulus to the business. Your Company has successfully implemented and migrated to GST with effect from 1st July 2017 and changes across IT systems, Supply Chain and operations have been made keeping in mind the sweeping changes that GST has brought in.

REVIEW OF PERFORMANCE

The annual output of tea was 1322 mn Kg compared to 1267 mn kg. last year. The production of North India was higher by 33 mn kg. and South India higher by 22 mn Kg. This rise in production attributes to the roll out of Goods and Services Tax (GST) that forced more producers to file returns and disclose production.

The good and best varieties tea was back in favour with welcome increase in prices. Dust grades saw better price jump in comparison to leaf. Orthodox tea continued to do well even with record production. The good volumes were sold at marginally lower levels to 2016. Even estates producing medium orthodox witnessed remunerative levels.

Prices for tippy teas and primary whole leaf stagnate. Brokens and secondaries recorded a sharp drop in averages compared to last year. There was pressure on availability of good CTC widening concertina between good quality and plainer varieties.

The major factors attributing to the operations of the company are:

i) Decrease in total crop of the company with lower output in Assam, Cachar, Darjeeling and South India

ii) Increase in crop of Dooars and Terai region

iii) Darjeeling tea witnessed its greatest ever debacle with a 104 day strike. Prime second flush tea was left on the bush. The district production was merely 2.8 mn kg. compared to 8.1 mn kg. last year

iv) Record export of tea both in value and volume terms.

v) Improvement in quality standard of all your tea estates with marked improvement in Assam.

vi) One of the record production & desptaches in last 5 years by Single Superphosphate plant at Khardah, West Bengal.

vii) Good performance by sulphuric acid plant at Pataudi Haryana

viii) Goods and Services Tax (GST) introduced w.e.f 1st July, 2017 affected buying power of cash based small traders leading to fall in prices of common varieties of tea.

Tea Estates

All India production in 2017 was higher at 1322 million kg. compared to 1267 million kg. in 2016. Kenya crop was down by 33 mn. Kg, Bangladesh by 5 mn Kg. Sri Lanka crop was up by 15 mn. Kg. So the world crop was higher compared to last year. With fall in Kenya crop prices in Mombassa auction improved from USD 2.29 to USD 2.81. This helped Indian Teas to find greater market share in Egypt, Pakistan, UAE, etc. Prices in Colombo auction increased further to USD 4.06 level compared to 3.21 in 2016.

Your company's own production was lower at 170.33 lakh kg compared to 181.86 lakh kg. last year. The bought leaf production was 38.76 lakh kg. as against 41.05 lakh kg. last year. The overall price realization of your company was up by Rs. 6/- per Kg. Assam and Cachar prices were up by Rs. 19/- per kg, Rs. 5/- per kg respectively. Darjeeling was up by Rs. 288/- per kg. Dooars and Terai was up by Rs. 2/- per kg South India prices were down by Rs. 2/- per kg.

There is no material change or commitment affecting the financial position of the company occurred between the end of the financial year and the date of this report.

The Jay Shree Chemicals & Fertilisers, Khardah

The unit has improved its performance with one of the record sale in last 5 years. Followed by reduction in subsidy of Rs. 830/-per M.T. last year, there was further reduction in subsidy by Rs. 177/- per MT in current year. The cost of raw materials & other inputs is increasing every year without any corresponding increase in sale prices which affects the profitability. The unit is continuously taking steps to improve on cost and productivity.

The figures of production and despatches are as under:

With effect from April 2018 the Government has raised the subsidy amount by Rs. 568/- per M.T. which will partially meet the increased cost of production. The Government has introduced policy of direct benefit transfer of subsidy with effect from 1st February, 2018 whereby entire subsidy will be released to the Company only after acknowledged sales at retail point. This might further delay the realization of subsidy. The forecast of normal monsoon is encouraging for the industry.

The Jay Shree Chemicals & Fertilisers, Gurugram

The unit continued to perform well, however the improvement in margins for last year could not be sustained. The availability of smelter by product was higher causing depressed market conditions. The main raw material "Sulphur" prices were higher without any corresponding increase in sale price of sulphuric acid.

The figures of production and despatches are as under:

Export of Tea

India's tea export have touched a record high at 257 mn kg. surpassing the previous best recorded figure more than 36 years back. Export buoyancy was driven

by global market dynamics at production from Kenya was down. India sold more CTC teas to Pakistan, Egypt and UAE and more orthodox teas to Iran. In volume terms the export was higher by 13% from 228 mn kg. in 2016-17. Your Company registered a record sale of Rs. 92.64 crore as against Rs. 79.81 crore last year.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

As per guidelines of the Ministry of Corporate Affairs (MCA), Government of India the Balance sheet, Statement of Profit & Loss and other documents of subsidiary companies Majhaulia Sugar Industries Pvt. Ltd, North Tukvar Tea Company Limited, Jayantika Investment & Finance Ltd., and offshore investment arm Birla Holdings Limited U.A.E, are not being attached with the Balance Sheet of the company. These documents are kept for inspection at the registered office of the company and those of respective subsidiary companies. Any member interested to obtain copy of the same may write to the Company separately. These documents shall be made available either in physical form or electronic mode as per Green Initiative of the MCA. Pursuant to section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiary Companies & Joint Venture is given in Form AOC-1 and forms an integral part of the Annual Report.

Majhaulia Sugar Industries Pvt Ltd-in its sugar mill produced 54481 tonnes of white sugar compared to 45089 tonnes in season 2016-17. The sugarcane crushed was 605131 tonnes compared to 499330 tonnes in season 2016-17. The recovery this year was 9% compared to 9.03% in 2016-17

The Country's sugar production surpasses 31 million tonnes and likely to be at 31.5 to 32 M.T in current year. Unprecedented increase in production has severely hit sugar prices in the domestic market. The Government stepped in with a slew of measures such as restricting imports and relaxing the export norms. The centre approved a sugarcane production subsidy of Rs. 55/-per tonne to farmers, but it is very low compared to the mounting losses. Despite being a water intensive crop, an increasing number of farmers have been shifting to sugarcane every year. The area under cane cultivation is now close to 50 lakh hectares. While the support price given to cane farmers had been increasing every year-both under Statutory Minimum Price (SMP) and Fair and Remunerative Price (FRP), the hike in recent years has been significant. In 2013-14, the centre accepted the recommendations of the Rangarajan Committee and discontinued the levy obligation of sugar mills and put an end to the regulated release mechanism as open market sale of non-levy sugar. But the choice of implementing the committee's formula for cane pricing was left to the States. As per the formula, the sharing of revenue between farmers & millers was 70:30, if the value of sugar alone is considered without by-products, otherwise the ratio proposed was 75:25. The minimum price a farmer will receive at any point, though will be FRP declared by Central Government . Maharashtra and Karnataka have already implemented this. Tamil Nadu is implementing this in current season. However UP and Bihar is yet considering this proposal which is beneficial both for millers and farmers alike in the long run. Undoubtedly, scrapping SMP and moving to revenue share formula will be a relief to sugar industry.

Indian sugar consumption is pegged at 24/25 million tonnes, so export of sugar might not help much. The Government should use the ethanol-blended fuel programme to reduce the growing sugar surplus. Given the distillery capacity, the industry can cut back 5 lakh tonnes of sugar. Your subsidiary is also making substantial investment in setting up a distillery to produce ethanol from molasses, to take advantage of its increasing requirement. As of now with about 360 crore litres alcohol output from distilleries-mostly linked to sugar mills-over 155 crore litres are being supplied to meet the 5 percent ethanol blending in automobile fuel. About 110 crore litres go to potable alcohol and 60 crore litres for industrial use. The Government has asked for 10 percent fuel programme. So the supply is scarce against the demand and augurs well in the long term interest of the farmers & the industry.

Birla Holdings Limited (BHL) is a wholly owned subsidiary of the company in Dubai (UAE). Kijura Tea Company Limited and Bondo Tea Estates Limited, Uganda are stepdown subsidiaries of BHL. Kijura Tea Estate owned by these companies manufactured 26.49 lakh kg. of tea compared to 21.75 lakh kg. last year. The average sale price realized was USD 1.70 per kg. against USD 1.41 per kg. last year. During the year the company recorded operating profit of USD 784,984 (INR 511.57 lakh) on sales turnover of USD 4.41 mn. (INR 2874 lakh) as against last year operating profit of USD 718,300 (INR 465.85 lakh) on sales turnover of USD 2.933 mn. (INR 1901.84 lakh).

Tea Group Investment Company Limited (TGIC), Dubai, a joint venture company with Rwanda Mountain Tea SARL, Rwanda, in East Africa owning 60% stake in Mata Tea Company Limited & Gisakura Tea Company Limited collectively manufactured 39.44 lakh kg. tea during 2017 against 36.39 lakh kg. in last year and the average price realization was USD 3.21 per kg. against USD 2.49 per kg. last year for Mata and USD 3.05 per kg. against USD 2.33 per kg. last year for Gisakura. Mata Tea Company Limited declared a dividend of RWF 1,251,028 thousand (equivalent to USD 1.472 mn) out of retained profit RWF 1,788,337 thousand and Gisakura Tea Company Limited declared a dividend of RWF 435,840 thousand (equivalent to USD 0.513 mn) out of retained profit RWF 852,080 thousand.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate Governance is enclosed as a part of this Annual Report. A certificate from the Auditors of the Company regarding compliance as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance.

The declaration by the Managing Director stating that all the Board members and Senior Management personnel have affirmed their compliance with the Company's Code of Conduct for the year ended 31st March 2018 is forming part of this Annual Report.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to applicable provisions of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,2016 ("The Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority. The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more. Accordingly, the

Company has transferred such unpaid or unclaimed dividends and corresponding shares upto the financial year 2009-10.

Members/claimants whose shares, unclaimed dividend, have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on http:// www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/ claimant can file only one consolidated claim in a Financial Year as per the IEPF Rules.

Members are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund. Due dates for Transfer of Unclaimed Dividend to IEPF are provided in the Notes to the Notice.

Details of shares/shareholders in respect of which dividend has not been claimed, are provided on our website. The shareholders are therefore requested to verify their records and claim their dividends of all the last seven years, if not claimed.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company has CSR policy for promotion of education, healthcare, sports, people empowerment, and employment enhancing vocational skills training. It has been helping various schools in adjoining areas of its operation. It has fully equipped hospital at tea estates to provide best health care to the people of the region. It is also helping self help centres for vocational training programmes. The company is doing afforestation/vegetation on non-tea areas.

The composition of the members of CSR Committee remains the same namely: Mrs.Jayashree Mohta, Chairperson alongwith Mr.S.K.Tapuriah, Mr.Vikash Kandoi and Mr. D.P. Maheshwari as members.

CSR Policy is placed on the website of the company "www.jayshreetea.com". The average net profit/floss) of the last 3 financial years was Rs. (1736.21) lakhs and prescribed expenditure is Nil. However, the company has spent Rs. 11.96 lakhs under CSR activities during the year as per the Annexure forming part of this Report.

PROSPECTS

The overall outlook for 2018 looks healthy. Consistency of quality and offering is a key to better price realization.

Indian orthodox tea is a sought after product in importing Countries. Clean heavy teas with true to type sorting to find ready support in market. Tip should be an added bonus to garner premiums.

There is good projection of monsoon in the Country and weather condition of North India is normal. Fortunately adequate rains and sunshine in Darjeeling have resulted in better first flush production. Good weather in the hills and a jump in prices of premium first flush teas have raised hopes for a better year for Darjeeling.

The Indian and Global tea production is likely to be maintained at last year level. The demand for tea is increasing every year by around 3%, and the supply shall remain limited. Once duty drawback procedures for exports becomes more streamlined shipment should increase further in 2018.

The Government of India has recognized the importance of using SSP to improve soil fertility which augurs well for the industry in future. In the sulphuric acid plant at Haryana your unit is now a dominant player for battery grade acid and for all key battery manufacturers your unit has become the primary supplier.

With all these factors, you can take reasonably optimistic view about the future of the company.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors would like to inform members that the audited accounts containing the financial statements for the year 2017-18 are in conformity with the requirements of the provisions of Section 134(3) (c) read with Section 134(5) and all other applicable provision of the Companies Act, 2013 and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company's financial condition and results of operations. The Statutory Auditors, S. R. Batliboi & Co. LLP, Chartered Accountants, Kolkata have audited these financial statements.

Based on the same, your Directors further confirm that according to their information:

i. in the preparation of the annual accounts, applicable accounting standards have been followed and there are no material departures;

ii. the accounting policies selected by directors are consistently followed and applied and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the annual accounts have been prepared on a going concern basis.

v. that there is adequate proper internal financial controls with reference to the financial statement have been laid down for the company and such internal financial controls are adequate and were operating effectively.

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

BUSINESS RESPONSIBILITY REPORT (BR)

In terms of SEBI (LODR) Regulations 2015, Top 500 listed entities are required to submit as part of their Annual Reports, Business Responsibility Reports, describing the initiatives taken by them from an environmental, social and Governance perspective. Your company does not fall under this category. However, BR Report on environment, human resources and principle wise performance in short forms part of the Management discussion and analysis report.

PARTICULARS OF EMPLOYEES

The prescribed particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached.

The Information as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in the Annexure forming part of the Report. In terms of Section 136(1) of the Act, the report and accounts are being sent to members without the aforesaid Annexure. Any member interested in obtaining a copy of the same, may write to the company.

The aforesaid Annexure is also available for inspection by members at the Registered Office of the company.

PUBLIC DEPOSITS

The company has not accepted or renewed any deposit during the year.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, Guarantees and investment covered under the provisions of Section 186 of the Companies Act, 2013 is given in the Standalone Financial Statement forming part of the Annual Report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Financial statements are prepared through both manual and automated process to ensure accuracy of recording all financial transactions during the year. All data pertaining to payment to employees, purchases, plucking, manufacturing, selling despatch and others are computerized. Internal control system ensures that transactions are executed with management authorization and they are recorded in such a way that permit preparation of financial statements in conformity with established accounting principles and that the assets are adequately safeguarded against misuse or loss.

The company's internal control system has been established on values of integrity and operational excellence. The company's internal control systems are periodically tested and supplemented by extensive program of internal audit by independent firms of Chartered Accountants. Audits are finalized and conducted based on internal risk management. Significant findings are brought to the notice of the Audit Committee of the Board and corrective measures recommended for implementation

The process of the internal financial control system is still on and the findings of the consultants are being implemented for improvement. This formalized system internal control facilitates effective compliance of Section 138 of the Companies Act, 2013 the listing regulations and also the relevant statutes of the land.

RISK MANAGEMENT

The company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures, which shall be responsible for framing, implementing and monitoring the risk management plan of the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURT OR REGULATORS

There have been no significant and material orders passed by the court or regulators or tribunals impacting the going concern status and company's operations. Your attention is drawn to the Contingent Liabilities and commitments shown in the notes to financial statements forming part of this Annual Report.

DISCLOSURE OF PARTICULARS WITH REGARD TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Necessary information on conservation of energy, technology absorption, foreign exchange earnings and outgo, required to be given pursuant to the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is presented in Annexure to this Report.

ENVIRONMENT AND SAFETY

The company is conscious of clean environment and safe operations. It ensures safety of all concerned, compliance with environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the company has an internal policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. During the year under review, no complaints were reported to the Board.

STATUTORY AUDITORS

The auditors S. R. Batliboi & Co. LLP, Chartered Accountants, were appointed as Statutory Auditors of the company for the year 2017-18 and to hold office from the conclusion of the Annual General Meeting held on 31st July, 2017 till the conclusion of 76th Annual General Meeting of the company at a remuneration to be fixed by the Board. No ratification of their appointment is required as per notification dated May 7, 2018 issued by the Ministry of Corporate Affairs.

COST AUDITORS

The Audit Committee in its meeting held on 29th May, 2018 has recommended the reappointment of D. Sabyasachi & Co., the Cost Auditor to conduct the cost audit of the company for the financial year 2018-19 in terms of section 148(3) of the Companies Act, 2013. Accordingly the Board appointed the said firm of Cost Accountants to carry out the cost audit for the year 2018-19 on the remuneration as recommended by the Board to be fixed by members in the ensuing Annual General Meeting of the Company.

INTERNAL AUDIT

The Company continued to engage reputed firms of Chartered Accountants as its internal auditors at its units and tea estates. Their scope of work and the plan for audit is approved by the Audit Committee. The report submitted by them is regularly reviewed and their findings are discussed with the process owners and suitable corrective action taken on an ongoing basis to improve efficiency in operations.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed MR & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the company. The report of the Secretarial Audit is annexed herewith. Regarding observations: (a) The company had a pending case under Section 58(A) of the Companies Act, 1956 with the court relating to acceptance of a small amount during the period of approval of form by the Board and its filing with ROC and the matter is subjudice,(b) The Chairman of the Nomination & Remuneration Committee Mr.S.K.Tapuriah could not attend the Annual general Meeting of the Company held on 31.07.2017 as he was indisposed.

INSURANCE

Adequate insurance cover has been taken for properties of the company including buildings, plant and machineries and stocks against fire, earthquake and other risks as considered necessary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per provisions of Section 152 of the Companies Act, 2013, Mr.B.K.Birla (DIN 00055856) retires by rotation and being eligible offers himself for reappointment. The Board recommends his re-appointment.

The tenure of Mrs.Jayashree Mohta, Vice-Chairperson and Whole-time Director is due to expire on 31st March, 2019. Looking to the valuable contributions being made by her for development of the Company the Board as per recommendation of the Nomination and Remuneration Committee has proposed to reappoint her as a Whole-time Director designated as Vice-Chairperson of the company for a further period of three years w.e.f April 1, 2019.

Approval of the members is sought for the above Resolution.

The tenure of Mr.D.P.Maheshwari, Managing Director is due to expire on 26th June, 2019. He has been looking after day to day affairs of the company and is helping in various ways to improve its performance. Keeping in view the qualification and vast experience of Mr.Maheshwari, the Board as recommended by the Nomination and Remuneration Committee he is proposed to be reappointed as a Managing Director of the Company for a further period of 3 years w.e.f 27.06.2019 to 26.06.2022

Approval of the members is sought for the above Resolution.

The board appointed Mr.Sumit Mazumder (DIN 00116654) as an Additional Director on 7th February, 2018 who shall hold office upto the date of the ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160(1) of the Companies Act, 2013 from a member proposing his appointment as a director. Mr.Sumit Mazumder is the Chairman of TIL Ltd and Balrampur Chini Mills Ltd. He is Master of Business Administration (MBA) from Sam Houston State University, Texas, USA and undertook Advanced Management Program at Harvard Business School, Massachusetts, USA. He is well experienced industrialist having business acumen in various fields. It would be prudent to appoint him as an Independent Director, to hold office for five consecutive years until the 77th Annual General Meeting of the Company. A resolution has been included in the Agenda of the ensuing Annual General Meeting of the Company, which we recommend.

Mr.S.K.Tapuriah and Mr.Subodh Kumar Agrawal, were appointed as Independent Directors of the Company in the Annual General Meeting held on 1st August, 2014 for a term of 5 years i.e till 31st March, 2019. As they are seeking re-appointment, the resume and other information as required by Regulation 36 of the Listing

Regulations have been given in the notice convening the ensuing Annual General Meeting.

The independent directors have submitted the declaration of independence as required under Section 149 of the Companies Act, 2013 and the Board is of the opinion that they are independent within the meaning of the said requirement of the Act.

There is no change in the Key Managerial Personnel during the year.

OTHER DISCLOSURES EXTRACT OF ANNUAL RETURN

The details for the financial year ended 31st March, 2018 forming part of the extract of the annual return is enclosed.

NUMBER OF BOARD MEETINGS

The Board of Directors met five times during the year ended 31st March, 2018. The details of the Board meetings and the attendance of Directors are provided in the Corporate Governance Report.

COMPOSITION OF COMMITTEE OF DIRECTORS

The Board has constituted the following Committees of Directors:

(a) Audit Committee,

(b) Nomination & Remuneration Committee,

(c) Stakeholder relationship Committee

The detailed composition of the above Committees along with number of meetings and attendance at the meetings are given in Corporate Governance Report.

(d) Corporate Social Responsibility Committee

The detailed composition of the above Committee is given under the head Corporate Social Responsibility (CSR).

WHISTLE BLOWER POLICY

The company has formulated Whistle Blower Policy in terms of Section 177(9) of the Companies Act, 2013 the details of which is being provided in the Corporate Governance Report. The Whistle Blower Policy has also been posted on the website of the Company.

RELATED PARTY TRANSACTIONS

All the related party transactions for the year under review are entered on arm's length basis and are in compliance with the Companies Act, 2013 and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc, which may have potential conflict with the interest of the Company at large. All related party transactions are presented to the Audit Committee and the Board for its approval.

The related party transactions policy as approved by the Board is uploaded on the Company's website "www.jayshreetea.com".

The details of the transactions with related party is given in the Standalone Financial Statement forming part of the Annual Report.

EVALUATION OF BOARD'S PERFORMANCE

In compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 , the performance evaluation of the Board was carried out during the year under review. The Board of Directors expressed their satisfaction with the evaluation process. More details on the same is given in the Corporate Governance Report.

AUDITOR'S REPORT & ACCOUNTS

All notes to the Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

APPRECIATION

The Board wishes to place on record its appreciation of the efforts put in by your company's workers, staff and executives.

Industrial relations at all estates and other units were cordial.

ANNEXURE 1 to the Directors' Report

Reporting of Corporate Social Responsibility (CSR)

[Pursuant to sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. The Company believes in integrating its business values and operations to meet the expectations of all its stakeholders and committed to ensuring the social well being of the communities in the vicinity of its business operations. The Company takes great care to promote the cause of social inclusiveness and environment protection alongside business objectives.

The CSR activities of the Company are being carried out directly by the Company through its different tea estates and units for fulfilling its responsibilities towards improving the lives of people living in those areas.

The Company has framed a CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on Company's website. The details of the activities undertaken can also be accessed on Company's website i.e. www.jayshreetea.com

2. Composition of Committee:

(1) Mrs. Jayashree Mohta (Chairperson)

(2) Mr. S.K.Tapuriah

(3) Mr. Vikash Kandoi

(4) Mr. D.P. Maheshwari

(5) Mr. R.K. Ganeriwala

(President, CFO & Secretary) - Permanent Invitee

3. Average Net Protlt/(Loss) of the Company for the three financial years

- Rs. (1736.21) Lakhs

4. Prescribed CSR Expenditure

(Two percent of the amount as in item 3 above) - Rs. (34.72) Lakhs

5. Details of CSR spent during the Financial Year 2017-18

a) Amount to be spent for the Financial Year 2017-18

b) Amount unspent, if any

c) Manner in which the amount spent during the financial year is detailed below:

6. In case the company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board Report - N.A.

7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR

Policy, is in compliance with CSR objectives and Policy of the Company.

The CSR committee confirms that the implementation and monitoring of the CSR policy is in compliance with the CSR objectives and Policy of the Company.

ANNEXURE 2 to the Directors' Report

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the emloyees of the Company for the financial year 2017-18 and the comparision of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

* Ceased to be a Director w.e.f. 09.05.2017

** Ceased to be a Director w.e.f. 08.12.2017

(ii) The median remuneration of employees of the Company during the financial year was Rs. 0.90 Lakh.

(iii) In the financial year, there was a decrease of 3.23% in the median remuneration of employees.

(iv) There were 23039 permanent employees on the rolls of Company as on March 31, 2018

(v) Average percentage decrease made in the salaries of employees other than the key managerial personnel in the last financial year i.e. 2017-18 was 3.23 % whereas the increase in the key managerial remuneration for the same financial year was 3.08 %.

(vi) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

ANNEXURE 3 to the Directors' Report

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

The information under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2018 is given here below and forms part of the Directors' Report.

A. Conservation of Energy:

I. In line with the Company's commitment towards conservation of energy, all tea estates and units continue with their efforts aimed at improving energy efficiency through improved operational and maintenance practices. The steps taken in this direction at various tea estates and units are as under:

• Reducing power consumption by providing coal savers, wind ventilators and VFBD driers.

• Replacement of inefficient motors with energy efficient motors.

• Installation of Gas Generating Sets for generating power.

• Upgradation of Machineries and installation of new machineries based on fuel or power efficiency.

• Maintenance and overhauls of generators to achieve a high unit per Itr. delivery

• Monitoring the maximum demand and power load factor on daily basis.

• Installation of adequate power capacitors for efficient utilization of available power.

• Optimum power factor is being maintained to avoid surcharge on power factor as well as to get maximum rebate on electricity consumption bills.

II. The steps taken by the Company for utilizing alternate sources of energy. During the year under review the Company utilized solar energy for irrigation.

III. The Capital investment on energy conservation equipment was NIL

B. Technology Absorption

I. The efforts made by the Company towards technology absorption during the year under review are:

• Installation of solar pump sets for irrigation.

• Installation of wind turbo ventilators

• Developed computer based colour sorter system.

• Managerial staff are encouraged to attend seminars and training programmes for agricultural practices in the field and manufacturing process in the factories.

II. The benefits derived like increase in productivity and cost reduction in some tea estates.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - NOT APPLICABLE.

IV. Expenditure on R&D-Research & Development activities are being carried out as part of the Company's normal business activities. Hence, no separate expenditure figures are available. In addition, the Company contributes for the activities of Tea Research Association and United Planters Association of Southern India's Scientific Development regularly.

The Company has incurred an expenditure of Rs. 51.98 lakhs being amount paid to TRA & UPASI as above.

C. Foreign Exchange Earnings And Outgo

During the year under review foreign exchange earnings were Rs. 90.21 crore and foreign exchange outgo Rs. 22.14 crore.

ANNEXURE 4 to the Directors' Report

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2018

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

JAY SHREE TEA AND INDUSTRIES LIMITED

Kolkata

1. We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by JAY SHREE TEA AND INDUSTRIES LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.

2. Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed here under and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

3. We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

i) The Companies Act, 2013 (the Act), amendments thereof and the rules made thereunder;

ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment,

Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-(a The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulations /guidelines/ circulars as may be issued by SEBI from time to time;

I further report that, there were no actions/ events in pursuance of;

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(b) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(d) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(e) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

We further report that having regard to the compliance system prevailing in the Company, we have relied upon the representation made by the Management, for compliance with the specific applicable laws like:

(a) Food Safety and Standards Act, 2006

(b) Agricultural and Processed Food Products Export Act, 1986

(c) Agricultural and Processed Food Products Export Cess Act, 1986

(d) Agriculture Produce (Grading and Marking) Act, 1937

(e) Sugar Cess Act, 1982

(f) Essential Commodities Act, 1955

(g) Plantation Labour Act, 1951 (h) Tea Act, 1953

(i) Tea Waste Control Order, 1959 (j) Tea (Marketing) Control Order, 2003 (k) Tea (Distribution & Export) Control Order, 2005 (I) Fertilizer Control Order, 1985 (m) Weight and Measurement Act, 1976 We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards as issued and mandated by the Institute of Company Secretaries of India;

(ii) The Listing Agreements entered into by the Company with BSE Limited, National Stock Exchange Limited and Calcutta Stock Exchange Limited.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, subject to the following observations: (i) The Company has a pending case with the Court in Kolkata under Section 58(A) of the Companies Act 1956 and the matter is subjudice.

(ii) In pursuance of Section 178(7) of the Companies Act 2013 and SS-2, the Chairman of Nomination and Remuneration Committee was not present at the Annual General Meeting of the Company held on 31st July 2017 and no noting of the same was recorded in the said minutes.

We further report that,

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committees of the Board, as the case may be.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period, the Company had obtained approval of shareholders by way of special resolution passed at the Annual General Meeting held on 31.07.2017 for the following matters for,

(i) Re-appointment of Mr. Vikash Kandoi, as a Whole-time Director of the Company under the designation "Executive Director" of the Company.

(ii) Continuation of employment of Mr. D. P. Maheshwari, Who will attain the age of seventy years on November 5, 2017, as a Managing Director of the Company upto 27.06.2019 This Report is to be read with our letter of even date which is annexed "ANNEXURE - A" and forms an Integral Part of this Report.

"ANNEXURE-A"

To,

The Members,

JAY SHREE TEA AND INDUSTRIES LIMITED

Kolkata

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial Records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the Audit practices and processes as where appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial Records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations and standards is the responsibilities of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

ANNEXURE 5 to the Directors' Report

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN As on financial year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS :

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover of the company are given below:

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

IV. i) Category-wise Share Holding :

ii) Shareholding of Promoters:

iii) Change in Promoters' Shareholding (please specify, if there is no change)

iv) Shareholding Pattern of top ten Shareholders (other than Directors,Promoters and Holders of GDRs and ADRs):

v) Shareholding of Directors and Key Managerial Personnel:

* Ceased to be a Director w.e.f 09.05.2017 ** Ceased to be a Director w.e.f 08.12.2017

# Appointed w.e.f 07.02.2018

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payments (Rs. in lakhs)

VI. Remuneration of directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager

B. Remuneration to other directors:

I. Independent Directors:

II. Other Non Executive Directors:

C. Remuneration to Key Managerial Personnel other than Managing Director/Manager/Whole Time Director

VII. Penalties/Punishment/Compouding of offences: NONE