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Appraisal Note for Working Capital Assessment of: Emami Paper Mills Project Aim: Increase WC by 20 crores

Emami Paper Mills - Appraisal Note

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Page 1: Emami Paper Mills - Appraisal Note

Appraisal Note for Working Capital Assessment of: Emami Paper Mills

Project Aim: Increase WC by 20 crores

Page 2: Emami Paper Mills - Appraisal Note

PROCESS NOTE

(To be forwarded by Branch to Zonal Office in respect of Credit Limits of Rs. 1.00 Crore and above)

Ref. No.: MOB/Assignment—01

Date: October 21/2015

Date of receipt of Proposal at the Branch: October 10/2015

Branch: IIM KOZHIKODE

Credit Risk Code : B

Zone: Kerala

Asset Classification : Std.

NAME OF THE BORROWER: Emami Paper Mills Ltd.

I. PRESENT PROPOSAL: For sanction of Fresh (√)/Renewal/Enhancement of Credit facilities as follows:Nature of facility Existing Limits Limits Applied Limits now

proposedSecured Overdraft(Cash Credit)

From other banks -Rs.89.67 crores(Since April 2006)

SOD-Rs.20 crores

SOD-Rs.20 crores

Note: It is assumed that the Term Loan enhancement proposal has been sanctioned separately.

SOD: Secured overdraft (also secured cash credit) Also Summary of depositOCC: open cash creditTL: Term loanDPG: Deferred Payment Guarantee

II. PARTICULARS OF THE BORROWER:

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1. Constitution : Limited Company

2. Address of Registered Office : 687, Anandpur, 4th Floor, E.M. Bypass, Kolkata, West Bengal – 700107, India

3. Address of Factory/Unit at : 687, Anandpur, 4th Floor, E.M. Bypass, Kolkata, West Bengal – 700107, India

4. The Company has plant locations at the following sites:

India- Balasore (Odhisha), Kolkata Other Places: Nil

Group to which the Co. belong : Emami Ltd.

5. Date of Incorporation : 1982

6. Sector : Private

7. Line of Activity

Division Line of Activity Date of commenceme-nt of comm. production

Paper Production The Company possesses an installed capacity to manufacture 1,45,000 tonnes per annum of newsprint, printing and writing paper.

1982

8. Products manufactured : The company manufactures the following products

Products Capacity

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Licensed

Installed Present Operating

1. Newsprint

2. Writing and Printing paper

Not applicable

Not applicable

Not ascertainable

Not ascertainable

(metric tonnes)

Total = 1,45,000

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III. OWNERSHIP AND MANAGEMENT:

BOARD OF DIRECTORS

Name Designation/Area

A.V. Agarwal Executive ChairmanManish Goenka Whole time directorP.S. Patwari Executive Director M.B.S Nair Director - OperationsJ.N. Godbole Director - Operations H.M. Marda Director - Operations J.K. Khetawat Director - Operations S. Balasubramanian Director - Operations U.G. Bhat Director - Operations Richa Agarwal Director - Operations S.K. Jain Sr. PresidentS.K. Khetan President Finance and CFO

MANAGEMENT:

Chairman: Mr. Tata, B.Sc. (Architecture), AMP (Harvard) joined the Tata Group in 1962. Mr. Tata is the Chairman of Tata Sons Limited since 1991, the apex holding company of the Tata Group and is the Chairman of major Tata Companies and Tata Trusts. He is the Chairman of the Investment Commission set up by the Government of India. He is also a member of several international boards/committees. He was also on the Central Board of the Reserve Bank of India.

Vice-Chairman :Mr. Krishna Kumar, M.A. served as the Managing Director of the Company from May 1991 to January 1998. He was appointed Vice Chairman and Managing Director in 1997. In 1998 he ceased to be the Managing Director to take over as the Managing Director of The Indian Hotels Co. Ltd. He is also on the Boards of a number of Tata Group companies including Tata Sons Ltd. and Tata Industries Ltd. He is also trustee of several important Tata Trusts. Mr. Krishna Kumar is associated with the Tea industry for over 40 years. He has long experience of overall business management of Indian and overseas corporate bodies.

Managing Director: Mr. Siganporia is a Graduate in Science and holds a Post Graduate Diploma in Business Management from Xavier Labour Relations Institute, Jamshedpur. He joined the Tata Group as a Tata Administrative Services Officer and was deputed to your Company in 1974. Since then, Mr. Siganporia has held several senior positions in the marketing and sales functions of the Company including General Manager- Packet Tea Division, Vice President – Marketing and Senior Vice President – North India Plantation division before being appointed to the Board as a Wholetime director from 16.6.2000. With effect from 19.2.2001, Mr. Siganporia was designated as Deputy Managing Director of the Company by the Board. Mr. Siganporia has over 29 years’ work experience. At present, Mr. Siganporia has the overall charge of the North India Business Division of the Company and is also the Managing Director of the Company.

Director -Business Management & Finance.: Mr. Kavarana, B. Com. FCA (Eng & Wales) MBA, USA has very long experience of management and administration of several large Tata companies both in India and abroad. Mr. Kavarana oversees the insurance business of the Tata Group as Chairman.

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Director- Marketing:Mr. Pringle, B.Sc. (Economics) is the Vice Chairman & Chief Executive Officer of the Tetley Group Ltd. He was earlier Marketing Director of Joshua Tetley & Sons Ltd. He became Marketing Director of Lyons Tetley in 1988. He held several Senior Management positions in The Tetley Group. He is the Managing Director of Tetley GB since 1995.

Addl. Director- Financial Advising: Mr. Gandhi, B.Com, FCA (England & Wales) is a reputed Chartered Accountant and also a Member of the Chartered Institute of Taxation, London. Mr. Gandhi as an Executive Director of Tata Sons Ltd. has been assisting the Tata Group in acquiring diverse assets and companies across the globe. Mr. Gandhi’s professional career spans nearly 40 years and he has handled numerous mergers and acquisitions, both crossborder and domestic. He is a Member of the various committees constituted by industry forums and regulatory bodies such as SEBI’s Takeover Panel Exemption Committee and the Accounting Standards Board of the Institute of Chartered Accountants of India.

Director:Mr. Engineer, B.A. (Hons.), LL.B. is a senior Advocate and Solicitor of the Bombay High Court and a senior Partner in Crawford Bayley & Co., a leading firm of Solicitors. He specializes in Indirect taxation, Arbitration, Litigation and various facets of Corporate Law. He is the former President of the Bombay Incorporated Law Society and has served on the Governing Council of the Bar Association of India. His expertise are in the areas of laws, regulations, taxation etc. A practising solicitor for several decades, Mr. Engineer has been associated with various Chambers of Commerce.

Director: Mr. Malegam, Chartered Accountant, till recently was the Senior Partner of S. B. Billimoria & Co., a leading firm of Chartered Accountants of India. Mr. Malegam is an expert on issues relating to Finance, Taxation, Capital Market, Securities Laws and Regulations. He is a member of the Governing Board of the Reserve Bank of India and has served many important committees set up by the Government/SEBI as Chairperson/Member. He is the Chairman of the National Advisory Committee on Accounting Standards set up by the Government of India. He was the Chairman of the SEBI Committee on Disclosure Requirements in Offer Documents. Mr. Malegam is a member of the Indian Institute of Bankers.

Director: Dr. Patel, Bachelor of Veterinary Science & Animal Husbandry, is an eminent professional in the field of Dairy Development, Co-operatives, Rural Management, Animal Husbandry, Ecological & Environmental matters. She is currently the Chairman of National Dairy Development Board, Mother Dairy Fruit & Vegetable Ltd. and several other companies as mentioned below. She has been conferred the Padma Bhushan by the Government of India.

Solicitors and Legal Advisors – n/aAuditors – S.K. Agarwal & Co. Chartered Accountants

Particulars of present key personnel and the: Board Committees area supervised by them

Audit Committee1. Shri J. Godbole - Chairman

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2. Mr. H. M. Marda - Member3. Mr. J. K. Khetawat – Member

Shareholders’/Investors’ Grievance CommitteeNot available

Remuneration Committee1. Mr. J. Godbole - Chairman2. Mr. H. M. Marda - Member3. Mr. J. K. Khetawat - Member4. Mr. S. Balasubramanian - Member

Executive CommitteeNot available

Nomination CommitteeNot available

Ethics & Compliance Committee1. Richa Agarwal - Chairman

Corporate Sustainability Reporting CommitteeNot available

Particulars of present Key personnel/executives and the area supervised by them:

Group CFO : Mr.L Krishna Kumar

GM – Sales & Marketing -Dubai: Mr. S DeshmukhGM – Instant Tea Operations : Mr. S Ravi GM- Mktg & Sales – South: Mr. P P DantGM- Head - Tea Blending: Mr. Hazarika AbhijeetGM- Tata Tetley Division: Mr.Hazarika AsimGM- Business Excellence : Mr. Sunder RamakrishnaGM- Head - Sales : Mr. Vyas S

VP & Secretary : Mr. D K SenVP Tea Buying Blending & Bulk Tea Sale : Mr. K N DesaiVP & Head North India Plantation Opera: Mr. D BorahVP – Finance : Mr. K VenkataramananVP- Special Projects: Mr. J Bhatt VP -Projects & Commercial :Ms Madeka AVP- HR : Mr. Sengupta A

DGM-Production NIPO : Mr. Datta R DGM-NIPO : Mr. Sikand S S

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DGM-Head - Supply Chain Management : Mr. Tandon A

Chief Internal Auditor : Mr. Mathai JChief Executive Officer- Special Projects: Mr. Poddar PDirector - Special Projects : Mr. Swaminathan S

Organizational Structure:

Group Companies Holdings:Nature Company Ownership %Subsidiary Emami Ltd. – Personal and

Healthcare AMRI Hospitals, Kolkata -

CRI Limited, Kolkata -

Star Mark Shoppers City, Kolkata

South City Project, Kolkata

Emami Realty Ltd

Emami Biotech Ltd

Emami Cement Ltd

Zandu Realty Ltd

Not available

Majority of the present team of management is working together since 2000 and the junior level are mostly from the TCS and during the period the company has registered impressive growth in all financial parameter indicating that the company is managed by well experienced and capable

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managerial personnel. There is no resignation from the current team of management professional except due to normal retirements.

In fact, Tata Tea Limited (TTL), sensing difficult times for the tea industry in India and wishing to become a global player, started with the current management in various different positions by acquiring Tetley, in March 2000, a company two-and-a-half times its size. It was a first in numerous ways—highest price of £280 mn, an Indian company acquiring a UK company, 3:1 leverage, a ring-fenced structure and investing via a SPV. The approach chosen was to integrate processes and explore synergies, while maintaining operational independence. Emphasis was on revenue and growth, and not on cost reduction. The company has a common Mission-Vision-Values and a common strategy for all its subsidiaries and associates, which are discussed under quality of management.

The Organizational Structure Flow:

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Mr. Ratan TataChairman

Group CFO Mr.L Krishna Kumar

GM – Sales & Marketing -Dubai: Mr. S DeshmukhGM – Instant Tea Operations : Mr. S Ravi GM- Mktg & Sales – South: Mr. P P DantGM- Head - Tea Blending: Mr. Hazarika AbhijeetGM- Tata Tetley Division: Mr.Hazarika AsimGM- Business Excellence : Mr. Sunder RamakrishnaGM- Head - Sales : Mr. Vyas S & other GMs.

VP – Finance : Mr. K

Venkataramanan

Chief Internal Auditor : Mr. Mathai J Director - Special Projects :

Mr. Swaminathan S

Chief Executive Officer- Special Projects: Mr.

Poddar P

VP -Projects & Commercial :Ms Madeka A

VP- Special Projects: Mr. J Bhatt

DGM-Head s upply

Chain Mgmnt : Mr.

Tandon A

VP & Head North India Plantation Opera: Mr. D Borah

DGM-Production NIPO : Mr. Datta R

DGM-NIPO : Mr. Sikand S S

1. VP- HR : Mr. Sengupta A2. VP & Secretary : Mr. D K Sen

VP Tea Buying Blending & Bulk

Tea Sale : Mr. K N Desai& Other respective VPs.

Mr. R. K. Krishna Kumar, Vice-Chairman

Mr. P.T. Siganporia, Managing Director

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2. Chief Executive: Mr. P.T. Siganporia is working as MD of the company from 16th September 2002.

3. Capital Structure: (See Note 1: ShareIssue)

Authorized Capital: As on 31.03.2007, there were 750,00,000 Equity Shares of Rs. 10 each for an amount of Rs. 7500.00 lacs

Paid up Capital: As on 31.03.2007, there were 590,29,857 (562,19,857) Equity Shares of Rs.10 each, fully paid-up for an amount of Rs. 5902.99 lacs.

4. Share holding patterns: (See Note 2: Distribution of shareholding)

Ownership Pattern as on 31.03.2007

No. of shares % Shareholding

Face Value of Shareholding (Rs)

Shareholder

Foreign (Promoter & Group)

0 0 0 0

Indian (Promoter & Group)

19088319 32.34 190883190 32.34

Total of Promoter

19088319 32.34 190883190 32.34

Non Promoter (Institution)

24758327 41.94 247583270 41.94

Non Promoter (Non-Institution)

15159539 25.68 151595390 25.68

Total Non Promoter

39917866 67.62 399178660 67.62

Total Promoter & Non Promoter

59006185 99.96 590061850 99.96

Custodians (Against Depository Receipts)

23672 0.04 236720 0.04

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Grand Total 59029857 100 590298570 100

5. Quality of Management :

The purpose in Tata is to improve the quality of life in India through leadership in targeted sectors of national economic significance to which the Group can bring a unique set of capabilities. Its past success in delivering such purpose provides the basis for the belief in the future and the role in it. The Tata Group size and scale will provide management and financial resources to profitably, cater to the emerging opportunities and to develop globally competitive skills to succeed in this endeavour. The long-term success requires them to considerably focus on its portfolio, management efforts and investment priorities so that the Group synergy is brought to bear at the point of delivering value to the customer. The enormous Group resources : in people and finance is re-architectured so that the whole is larger than the sum of its individual parts.

The Tatas heritage invokes trust among consumers, employees, shareholders and the community. This is a precious heritage, unique in India, preserved and enriched by formalising the high standards of behaviour expected from employees and the companies in the years to come. The Tata name is a unique asset representing Leadership with Trust. Leveraging this asset to unify its companies is the route to long-term success and delivery of returns to the shareholder in excess of the cost of capital.

Tata TeaLtd. -Vision-Mission-“Challenging for leadership in tea around the world”

• Challenging…A state of mind throughout the organization, never being satisfied with the status quo, constantly striving to be better and to do new things, in new ways. And a principle by which we manage our brands in the market place, creating relevant differentiation and confidently projecting clear brand identities.

• Leadership…Not just in size, but more importantly in the eyes of our customers and consumers, through our thoughts, ideas, behavior, and achievements. Through innovation, which will enable us to build stronger relationships with our existing consumers, reach out to new consumers and keep the category vibrant.

• Tea…The product scope of our vision, encompassing the widest definition of the category, the production and marketing of black and green teas, specialty fruit and herbal teas, ready-to-drink teas, tea serving systems and retailing of tea.

• The World…The geographic scope of our vision; building a global business by leveraging and building our brands and forging partnerships to mutual advantage.

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Tata Tea Ltd. Values:

We believe that our customers and consumers define the success of our organization and that they should be top-of-mind in everything that we do.We believe that our people are at the heart of our organization, and that we should give them the freedom to achieve, through clarity of direction and the creation of an informal, barrier-free culture.We believe in tea and in our products, and their role in adding to the well being of people the world over.We believe in earning the respect of all those who know us.We believe in making a positive contribution to the people and communities our business touches. We believe that by striving to deliver our vision and by living our values, we shall create more valuable business and hence, over the long-term, increase returns to our shareholders.

Tata Tea Ltd. Strategic Focus:

•Strengthen business in existing geographies •Expansion into new geographies-New initiatives and project growth through enhanced value.•New product development and building business in–Black Tea–Fruit and Herbal Infusions–Ready to Drink Teas–Out of home•Building operational capability to enable the commercial business to achieve growth-Multiply innovation led growth•Management Strength

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The Management Strength:

Financial Mgt –

The company has two directors dedicated to this area, besides top executives assigned for projects and expansion.. The financial management of the company is satisfactory. This is due to the fact that the company has not only registered continuous growth in turn over for last 5 years without any problems on financial management of the company but also its M&A and global expansion programme have been succesful. (See Note 3: Strategic Management & EVA)

Technological Mgt –

The Company is in this line of business for more than 44 years and has well established reputation in this line of business. It has well established R&D centers. The company has technical expertise to execute large global expansion and M&A and accordingly it is managing the technology satisfactorily. To save on cost of production it is constantly improving on the latest technology which has resulted in huge savings. (See Note 4: Conservation of Energy)

Marketing Mgt –

In the current scenario of ever changing environment and competition, to survive and grow needs a good marketing department with a constant dynamic cross functional coordination with finance, technology, strategy, R&D and HR. The company’s growth is totally based on acquisition and global expansion with new differentiated products into new geographical areas. Hence, the company has more GMs in this area than in any other functional area. This ensures continuous improved sales turnover in the given SWOT context besides meeting any unforeseen & adverse eventualities. (See Note 5: Managing Innovation)

Personnel Mgt –

Initiatives taken by the company in the area of human resource development include adoption of Balanced Score Card (BSC) approach for aligning individual goals with organizational goals. Several key initiatives such as mapping competencies of key positions outside the plantations and reform of Performance Management system for executives and junior management staff are being implemented now. There is a positive attitude of all plantation employees of the North India plantations towards the reconstruction agenda which , it is hoped, would augur well for the employees. (See Note 6: Restructuring of NIPO). The Company is having a strong personnel management department headed by VP-HRD assisted by dedicated personnel managers looking after the personnel and staff welfare issue of each operating divisions of the company. As on 31st March 2007 the company had 34506 employees, out of which 33226 were employed in the Plantation divisions. Barring a 11-day lock-out at Borjan tea estate, the industrial relations during 2006-07 were generally peaceful. This indicates the strength of the Personnel Management.

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6. Integrity of key personnel:

The integrity of the Key Personnel is well established. This is due to the fact that there have been no financial irregularities of the company as well as there has been no negative opinion of the key personnel in the society.

7. Whether the Co./Firm has suitable Cost accounting system?

The company has adequate internal cost accounting system headedby theChief Internal Auditor, Mr. J Mathai which is in commensurate with the volume and complexity of business spread and holdings of the company. (See Note 7- Internal Audit). Besides that the company has also periodic independent management audit conducted and Annexure to the Auditors’ Report- (Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Tata Tea Limited on the financial statements for the year ended 31st March, 2007) gives no negative comments in its report.

IV. BANKING ARRANGEMENTS:

1. Dealing with our bank since:

As a borrowing customer since 2006-2007.

2. Have the Co powers to borrow:

Yes. The relevant clause of Article of Association of the company permits the company to borrow from banks and financial institutions. There is no negative covenant on the borrowing of the company. This is assumed on the basis of the auditor’s report, the company having borrowed from different banks though the primary/collateral securities are different in each case. (See Note 8-Loans from Banks)

3. Present banking arrangement :

List of present Bankers:

ABN Amro Bank N.V.Bank of AmericaCitibank N.A.Deutsche BankHDFC Bank LimitedICICI Banking Corporation LimitedStandard Chartered BankState Bank of IndiaState Bank of Travancore

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The Hongkong and Shanghai Banking Corporation Limited

Complete details of the company’s banking arrangement is not available in the Annual Report of the company.

V. DETAILS OF EXISTING CREDIT FACILITIES (Details as per Annexure I):

a) With our Bank:

The company is enjoying the following credit facility with our bank.

Facility Limit Date of document

Balance as on ……….

Overdues Rate of Interest

Security

Fund Based NilNon-Fund Based (excluding DPG)Term credit facilities (including DPG)

Rs. 2250.00 lacs

4. Total indebtedness to our Bank (1+2+3):

a) Fund based Rs.2250.00 lacsb) Non-fund based Nil

TOTAL Rs.2250.00 lacs

b) With other Banks:

The details of the credit facilities has been mentioned in Annexure I and Note 8. Brief Summary of limits are as follows:

Term Loan- HDFC: Rs. 4500.00 lacsBridgeLoan- Rs. 55000.00 lacsWC finance- Rs. 8949.77 lacs

c) Date of last Sanction/Renewal/Review : N.A

d) Sanctioning Authority for last sanction : N.A

e) Validity of existing limits : N.A

Provisional extension, if any -Nil

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VI. BRIEF HISTORY including current profile (See Note 9- History of the Company)

Tata Tea - Historical Milestones

Pre 1963 James Finlay

1964Tata Finlay established to develop value added Tea

1976Tata Finlay takes over tea production and marketing operations of James Finlay

1983James Finlay sell their shareholdings to Tatas heralding the "Dawn of a new Era" - Tata Tea is born

1987A wholly owned subsidiary, Tata Tea Inc, set up in the U.S.A.

1991Acquisition of 52.5% shareholding in Consolidated Coffee Ltd (Tata Coffee Ltd.)

1992Joint Venture in Sri Lanka, Estate Management Services (P) Ltd. formed.

1993Joint Venture alliance with Allied Lyons plc - Tata Tetley established.

1995-9665% share Lankan JVC acquires 51% shareholding in Watawala Plantations Ltd.

1996Sri Lankan JVC acquires 51% shareholding in Watawala Plantations Ltd.

2000Tata Tea acquires The Tetley Group Ltd., UK.

Profile:

Set up in 1964 as a joint venture with UK-based James Finlay and Company to develop value-added tea, the Tata Tea Group of Companies, which includes Tata Tea and the UK-based Tetley Group, today represent the world's second largest global branded tea operation with product and brand presence in 40 countries. Among India's first multinational companies, the operations of Tata Tea and its subsidiaries focus on branded product offerings in tea but with a significant presence in plantation activity in India and Sri Lanka.

The consolidated worldwide branded tea business of the Tata Tea Group contributes to around 86 per cent of its consolidated turnover with the remaining 14 per cent coming from Bulk Tea, Coffee, and Investment Income. The Company is headquartered in Kolkata and owns 27 tea estates in the states of Assam and West Bengal in eastern India, and Kerala in the south.

Products and Brands:

The company has five major brands in the Indian market - Tata Tea, Tetley, Kanan Devan, Chakra Gold and Gemini -- catering to all major consumer segments for tea. The Tata Tea brand leads market share in terms of value and volume in India and the Tata Tea brand is accorded "Super

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Brand" recognition in the country. Tata Tea's distribution network in the country with 38 C&F agents and 2500 stockists caters to over 1.7 million retail outlets (ORG Marg Retail Audit) in India. The company has a 100% export-oriented unit (KOSHER & HACCP certified) manufacturing Instant Tea in Munnar, Kerala, which is the largest such facility outside the United States. The unit's product is made from a unique process, developed in-house, of extraction from tea leaves, giving it a distinctive liquoring and taste profile. Instant Tea is used for light density 100% Teas, Iced Tea Mixes and in the preparation of Ready-to- drink (RTD) beverages. With an area of approx 15,900 hectares under tea cultivation, Tata Tea produces around 30 million kg of Black Tea annually.

R&D:

Tata Tea and the Tetley Group have full-fledged R&D Centres that focus on the branded business. In addition, Tata Tea has an R&D Centre at Teok (Assam) and a product development centre at Bangalore focused on the entire gamut of tea operations.

Overseas Business:

The Tata Tea and Tetley portfolios of branded offerings caters specifically to the Australian, Middle East, West Asia, North Africa, Poland, Russia and Kazakhstan markets. This is independent of the manufacturing and supply operations of its Tetley and other subsidiary companies.

Subsidiaries & Associates:

Tata Tea has subsidiaries in Great Britain, United States and India. The Tetley Group has been a member of the Tata Group since March 2000 and now contributes around two thirds of the total turnover of Tata Tea Ltd. Headquartered in Great Britain, its footprint is global: Tetley has offices in Australia, Canada, Poland, Russia, South Africa and the US, as well as joint ventures in Pakistan and Bangladesh. Today, Tetley is the second largest tea bag brand in the world, and Tetley products are on sale in over 40 countries. Tetley is the no.1 tea bag brand in Great Britain and Canada and has significant market shares in the United States, Australia, Poland and France. Beyond these markets Tetley is steadily growing its presence in Eastern Europe, Russia, through to Bangladesh and Pakistan, and recently launched in South Africa.

Tetley has a customised portfolio of offerings for each country, ranging from Black, Green, Fruit & Herbal Teas, Iced Ready-to-drink Teas and an extensive range of exotic Speciality Tea. Established in 1837, Tetley was the first British tea company to introduce the tea bag to the UK in 1953, and the company continues this tradition of innovation. The tea bag was followed by the first round tea bag in 1989, and the 'no drip, no mess' Drawstring bag in 1997. A stream of successful packaging formats include the resealable 'soft pack' format for Tetley teas in the UK, and a unique 'stay fresh' round canister for green, fruit and herbal and speciality tea ranges in Canada, the UK and Australia. A fully-owned manufacturing facility based at Eaglescliffe, in the North East of England. Established since 1969, currently occuping 220,000 square feet and is the largest tea bag factory in the world.

Tata Coffee with Instant Coffee manufacturing facilities, R&D capability and plantation assets of around 8000 hectares, producing over 9000 MT of Coffee annually, is the largest coffee plantation company in Asia. The company grows both the Robusta and Arabica varieties of coffee and markets both instant and "ground" coffee. Its curing facility has the Certificate of Approval for Quality Standards ISO 9002, the first curing unit in Asia to receive this certification. The Company's operations also have the SA:8000 & UTZ KAPEH accreditation / certification with

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effect from January 1st, 2006, the company has taken over 5 tea estates and one coffee estate of Tata Tea in the Annamalai tea growing region of Tamil Nadu.

Tata Tea Inc. in the United States processes and markets Instant Tea from its facility in Florida, based on sourcing of Instant Tea products out of Munnar, Kerala. Tata Tea has a substantial interest in the Sri Lankan tea industry through Watawala Plantations Limited, Sri Lanka, where it focuses on production and marketing of Tea, Rubber and Palm Oil. Kanan Devan Hills Plantation Company Pvt. Ltd., established at the close of business on 31st March 2005, has major interests in production and manufacture of black tea at its 17 estates in Kerala. Tata Tea has a minority stake in the entity.

Welfare:

Tata Tea contributes significantly to social and community development on its estates through comprehensive labour welfare programmes that offer free housing, healthcare and other benefits. The company has set-up and manages hospitals, adult-literacy centres, childcare centres and schools to educate the children of its nearly 34,000 employees. In addition, the company has special facilities to look after "differently abled" children of the workers who are taught how to operate in the environment by enhancing their skills and abilities. Tata Tea has institutionalised a process of Annual Welfare Audit conducted by renowned WHO experts, among the first Indian companies to do so. The Tetley business is managed in the spirit of trust and good corporate citizenship for which Tata Group companies are justly renowned. The environment policy is focused on managing the nature and quantity of waste created, and on the energy it uses in its facilities and in the movement of goods and people. It was a significant achievement for the UK-based sites when they were awarded ISO 14001 certification for environment management systems in March 2005.

Project DARE's- The Strawberry Project:

The Strawberry preserve making unit of DARE offers vocational rehabilitation to the elder children of the project. As part of the rehabilitation programme, a strawberry preserve-making unit is maintained by the centre where the children are not only involved in the collection, cleaning and making of strawberry preserve but are also encouraged to grow strawberries, which are then bought by the centre. This becomes an additional source of income for the children. The preserve consists of farm fresh strawberries preserved in sugar and lime juice; no artificial preservatives or colouring agents are used. During the first year, the centre made 900 bottles of preserve; this year, the number has increased to 1.35 lakh bottles. The preserve, priced at Rs 67 per bottle, is available at all Taj and Patisserie shops and Westside department stores. In Bangalore, the preserve can also be bought from Nilgiris and Foodworld outlets. It is also locally available in Munnar. All proceeds from the sale of the preserve go towards the rehabilitation of  project DARE's industrious children.

Tata Coffee Limited

Tata Coffee Limited (TCL) is the largest Coffee Plantation Company in Asia with estates located in Coorg, Hassan & Chickmagalur districts of Karnataka. The Company also grows Pepper and Cardamom in its Coffee Estates. The Company's Timber resources include Rosewood, Silver Oak and other miscellaneous trees. During the financial year 2000/2001 TCL acquired a contiguous Coffee Estate in Coorg district of 534 Hectares namely "Coovercoolly estate". With this, the current area under Coffee is around 8000 Hectares producing over 9000 Metric Tonnes of Coffee annually. Both the Robusta and Arabica varieties of Coffee are grown in the estates.

The Company has a modern state of the art Curing Works at Kudige near Kushalnagar in the state of Karnataka with a curing capacity of 22000 Metric Tonnes per annum. This unit has been

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awarded the prestigious certificate of Approval for Quality Standards ISO9002 and is the first Curing Industry in Asia to receive this certification. Effective 1st April'1998 a Company having a capacity to produce 2000 Metric Tonnes of Instant Coffee (erstwhile Asian Coffee Limited) and three Plantation Companies (including erstwhile Coffee Lands Ltd.,) were amalgamated into the Company.

The Company's production capacity of 2000 Metric Tonnes per annum of Instant Coffee was augmented to the extent of 2500 Metric Tonnes through Contract Manufacturing Operations. Tata Coffee Ltd., commissioned an agglomeration unit at the Instant Coffee factory thereby creating facilities for a diverse range of product offerings in the Instant Coffee business. Export of Instant Coffee grew significantly. TCL also has five major Value Added Coffee brands "Coorg 100% Pure Coffee" and "Coorg Double Roast" (Coffee Chicory mix) in R & G segment and "Tata Cafe" for the North and "Tata Kapi" in the Southern Coffee segment Land Mr. Bean. Company also markets branded Tea as "Coorg Tea". Effective 1st April '01 the entire Marketing operations related to R & G brands have been transferred to its parent Company Tata Tea Ltd.

TCL has firmed up a number of initiatives to enable it to steadily move up the Coffee Value chain thereby improving its margins.TCL is currently the exclusive supplier of Coffee Blends to Barista for its entire range of offerings. This alliance would give TCL access to the Value Added Market through Barista's expanding consumer base while Barista would get an access to TCL's Technical and Blend experience on speciality coffee. TCL has initiated setting up of a Joint Venture Company with its Russian partners for marketing its Instant Coffee in Russia. TCL is the first plantation company selected by STAR BUCKS as suppliers in India.

Organisational set up/particulars of present key personnel and the area supervised by them:

Refer: III. Ownership and Management

Technical Aspects:

The Company’s businesses have been classified into broadly four heads viz. The Tata Tea GB, The Tata Cofee Ltd. The Tata Tea Inc. and the EMSPL overlooked by the Tata Tea Board through the Management Committees and the Executive Committees whose members are from the BOD. There are ten directors in the BOD which include the Chairman,Vice-Chairman, MD, Director-Finance, marketing and executive directors.The Tata Tea GB looks after the Tata Tetley Inc.and its subsidiaries, The TCL looks after its subsidiaries , The Tata Tea looks after ythe global operations in terms of marketing and the EMSPL looks after the plantations and operations.

The Operating Divisions have GMs looking after various functions like Instant tea operations, tea blending, business excellence, Tata Tetley divisions, besides CFO looking after the finance aspects,CEO for special projects, R&D, DGMs looking after the NIPO and the SIPO, VP for HR, chain management and a CIA who are further supported by respective VP/ AVP/Area managers.

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Marketing arrangements:

The company’s manufacturing divisions are divided into NIPO and SIPO headed by VPs and the marketing is separated from it headed by GMs which is divided into sales general, marketing and sales-south, sales and marketing-Dubai and looks after basically two types of marketing- customer based prodoct differentiation under the instant /bulk tea .

Major developments if any that have taken place in the company:

New Initiatives in a nut shell1. Plantation Restructuring 2. A path breaking sustainable model through employee ownership.3. Outright sale. 4. Alternative cropping and land use models being tested in order to enhance revenue.

5. Refinancing in Tetley lowers finance costs by £ 2.5 mn per annum 6. Brands 7. Fruit & herbals new launches in various geographies across the globe 8. Test marketing of iced teas in UK 9. Existing brands restaged in India 10. Launch of Kanan Devan Strong leads to a major jump in market share 11. Sania Mirza brand endorsement drives double digit growth of Tata Tea 12. Tata Gold captures 5% of market share within 26 months of launch 13. Increased market share in developing markets Success in opening up of new markets like Bangladesh, Pakistan, South Africa, Russia and Kazakhstan.

Market Outlook – India-Indications of higher crop, lower exports leading to sub optimal prices-Indian domestic consumption of tea grows at 1.5% pa irrespective of competition from other beverages -Whilst minimal there are indications of increasing trends in consumption of-Tea bags-Speciality Teas

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Tetley - Market Share

Tetley - Market Share

GB–Tetley continues to outperform major competitors with brand leadership at 27.5%Canada –Specialty tea market leader; black tea at 42.3%Australia – Growing market share of tea bags at 11.3%USA –USA share up year on year. Value share of black tea 10.4%.France – Growing market share of tea bags at 11.3%Poland, Portugal, Spain, Jamaica & Baltic’s improve performance during the periodRussia, Pakistan, Bangladesh,Kazaksthan & South Africa - new market entry shows promising results

Challenging for Leadership in Tea

-The competitive canvas is now global with the Tata Tea operations strategically integrating with Tetley, to address opportunities for growth and manage the risk of address as a composite team

-Consumer mindsets for tea will determine our opportunity for growth rather than tea as defined by our current plantation holdings, black tea, packet and teabag formats and formulations

-We may be No. 3 today in size globally, but, we must be No. 1 in the way we address the global opportunity for growth and building customer relationships with sustainability

Backbone to success Key Enablers

-SAP implementation to drive Management by Fact-Real-time, on-line data and information leads to enhanced agility and customer-driven innovation-Tata Business Excellence Model -Drives Process Perspective across the organisation-Committed personnel trained to introduce and implement process changes-Sustainability of operations and adherence to TATA values -Sustainability Organisation Structure in place -Commitment to Social Responsibility a key facet of operations -Balanced Score Card used as a Strategy Deployment and Performance Review tool and for EVA-Alignment in operations-Individual goals synchronised with overall company objectives-Cultural pillars for employee behaviour articulated with concomitant work environment :-Lean, empowered & team-worked-Passionately proactive-Creative & Innovative

Global Opportunity for ‘Tea’

-Growing Black tea markets define opportunity for geographical expansion of portfolio in overall Black tea- Potential sector revenue of Rs 48,000 Crs.-Top 30 ‘Tea’ markets account for 90% of the market volume in the packaged black tea segment

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-Tata Tea & Tetley present in only 35% of this market – with a combined revenue of Rs 3000 Crs.-Green / Fruits & Herbal / Flavours / Specialty tea account for 49% value of all global packaged tea revenues-RTD operates in a beverage arena that is at Rs 128,000 Crs.

Product-Bulk Tea categories:

All grades of CTC Teas, All grades of Orthodox Teas, Organic Tea - Orthodox grades. Teas are supplied in packaging as per ISO norms as well as customer requirements viz. 4-ply Kraft Paper Sacks, Multiwall Paper Sacks, Rigid T--Sacks, Polywoven Sacks, Currugated Fibre Carlons, Polylined Jute Bags etc.

Product-Instant Tea categories:

All products are cold water soluble. Instant Tea Division caters to customer specific product and are used for light density 100% Teas, Iced Tea Mixes and in the preparation of Ready to Drink (RTD) beverages. Instant Tea powder is packed in bulk packages of 20/25/35 kg each. The different types of products are: Intant tea powder - heavy density, institutional density, grocery density, Micro milled instant tea powder, for RTD, (Green Tea), (decaffeinated), Micro milled decaffeinated instant tea. Acidified green instant tea, Instant tea pre mix for iced tea mixes, Carbo instant tea – Decaffeinated, Institutional density, Heavy density, Pre acidified, 100% instant tea in 3 oz. Jars, Nutrasweet instant tea mix in 3 oz. Jars, Nutrasweet decaff. instant tea in 3 oz. Jars, In addition, customer specific products can be developed and supplied.

THE ECONOMY - AN OVERVIEW

A brief review of key economic factors impacting operations, opportunity and growth for the Tata Tea Group is highlighted below. While global output expanded by 5.4% during 2006 and is expected to moderate to 4.9% during 2007, with advanced economies expected to grow at 2.5% and emerging markets at 7.5%, mainly, driven by strong growth in developing Asia at 9.4%, growth in emerging markets in 2007 is expected to be led by developing Asia. China’s real GDP grew by 11.1% during the first quarter of 2007. It is expected to decline marginally to 10.0% due to tight monetary policy and rising inflationary pressure.

Factors like slowing exports, rising inflation, tight credit policy and higher interest rates are likely to take a toll on Indian GDP. Real GDP is expected to grow at around 8.0% - 8.5% during 2007-08, down from 2006-07. The interest rate regime continues to harden from 2006 onwards in India while steps are being taken to manage the economy to target levels of inflation rate (4.5% to 5%), money supply (17% to 17.5%) and NFC (24-25%).

Further strengthening of interest rates is expected. The recent price surge in food groups are mainly driven by supply side constraints and the poor monsoon of 2006. According to the advance monsoon forecast, rainfall is expected to be close to normal during 2007. Estimated inflation shall be in the range of 5.25% to 5.6% in 2007-08. These key economic factors indicate a higher inflationary cost of supply of all elements in the supply chain to consumer for the Company’s cost to market for 2007 compared to the previous year, apart from the favourable lower procurement cost of tea commodity which will ease the inflationary impact of other costs.

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INDUSTRY STRUCTURE AND DEVELOPMENT

The global supply and demand equation for the tea commodity is undergoing a significant shift in terms of understanding of past metrics and current realities. Compared to the statistical evidences provided earlier by the market, better coverage and understanding of multiple origin source production data and consumption trends leads to a recast of the forecast of sectoral tea price trends. The pace of growth and degrowth in key consumption areas is shifting the balance of purchase and price trend setting power from earlier years. While the Western economies have shown a steady decline in conventional black tea consumption, despite the higher order values of formats and variants of sales, there is a surge in ambient black and green tea consumption in Asia, specifically across China, India, the Middle East and certain areas of the erstwhile CIS. In the Western markets,the resurgence of green tea consumption led by enhanced consumer awareness of green tea polyphenol health benefits, merging with well being lifestyle and food group consumption pattern changes is leading to a sharp increase in consumption of green tea, green tea extract inclusive products and establishment of significantly higher value and variety of such offerings.

The same driving factors, enhanced by global youth market trends escalate the impact of such pattern in arena of beverage consumption in Western markets. In Asia and in the Far East, the preference shift from carbonated beverage consumption towards healthier lifestyle and nutrient rich beverages with multiple additive natural taste enhancers now finds increasing acceptance across youth and mature consumers. Concurrent to such development is the slow and steady dissemination of evidence of the well-being and antioxidant properties of black tea. While it has not yet led to any significant shift of consumption pattern in Western markets, there is now increasing comfort in black tea consumption amongst youth in Asia and selected global markets.

The growth rate of ambient black tea consumption led by India and ambient green tea consumption led by China has still not capitalized on the significant out-of-home beverage potential in these countries. Even in Western markets hot tea vending is yet to achieve the convenience and variety ofoptions offered by competing beverages. Lifestyles changes increasingly lead to greater quantum of consumer pattern spend in out-of-home consumption. Black and Green tea catering to such demand will drive consumption patterns in a significant manner. The entire role play for tea in this consumption pattern shift assumes significant potential and commercial opportunity.

The convergence of youth consumer driven trends and patterns of beverage and nutrient intake for well being opens up space for tea, coffee, water based products and services to reconstruct their business ambition and remain relevant to emerging consumer requirements and emanating customer servicing formats and channels. These macro trends emanate from key Western markets and increasing evidence of a similar global pattern behavior is now visible. The pace of such innovation driven change drives the consumer food and beverage intake pattern behavior, accelerating the pace of decline in existing formats of product and service offerings.

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OPPORTUNITIES, THREATS AND RISKS

The key driver for competitive brand growth, for Tata Tea is its ability to constantly track and deliver better consumer and customer relevant value ahead of competition. The sustained investment in brand building activity in congruence with the above has lead to a steady increase in the market share of the Company’s portfolio brands across different geographies. This effort has enabled the brands enhance penetration in markets across India, Pakistan and Bangladesh and grow market share in Great Britain, Canada, India and Bangladesh.

The shift in focus to provide specialty tea offerings, green tea variants and acquire capability to do so through organic and inorganic growth routes have helped enhance the speed of address of such opportunity. The strategic decision to focus on the beverage and branded business by Tata Tea even as the company reconstructs sustainable business models for its plantation operations has gathered momentum and allowed it to focus and drive the value add streams of brand and beverage opportunity.

Tata Tea and Tetley continue to maximize revenue and growth through black tea offerings in key markets. During 2006 it attained leadership of specialty and green tea market share in Canada and increased the contribution of such portfolio to our overall business in Great Britain, Australia and other Tetley markets. It is through growth in development of a significant business in this sector of the tea market that stave the threat of declining black tea consumption based product offerings in Western markets. The pace of such effort needs momentum and investment to fuel growth ahead of the impact of the black tea sector decline in these markets. Concurrently, the company has gained significant start up learning in the beverage arena through acquisitions and organic product launches of RTD formats in select global markets.

The ability to enhance market share and be the global No. 2 player in tea, provides them competitive edge to face the threat of declining gross margins even as the sector stagnates or declines in western markets. The company continued to increase market share in major markets.It retained market leadership in GB and Canada. In India Tata tea was ranked 10th in the superbrand rankings by The Economic Times, a significant improvement and ahead of its largest competitior. The company energize innovation and enhance the pace of new consumer offerings to overcome the lack of growth of the ambient black tea category in certain markets. Its speed growth utilizing acquisitions to do so to supplement the efforts of organic brand development.

It has inculcated increased focus on business excellence and process driven activity to optimize resource utilization for the business. Commitment to the Tata Business Excellence Model and track of its journey on it, tables prioritized opportunities for improvement for address and improves our ability to compete and utilize resources. It is increasingly adopting and adapting learning from its partners across the globe from within the businesses and benchmark practices that enhance levels of performance. This enables them to change mindsets, lead innovation and growth and overcome the threat of managerial inertia and obsolescence. The exposure to commodity through a vertical integrated Supply Chain was an inherent threat in the business a few years ago. The company is

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now steadily moving to a stage where it can globally compete for Supply Chain capacity and capability to drive better value for its business.

Outlook for 2007-2008

The outlook for the operations in 2007-08 will largely depend on the ability to enhance the pace of innovative and competitive response to opportunities for growth even as the company is constantly addressing its cost of operations.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company’s Internal Audit Department is responsible for periodically carrying out audit of the transactions of the Company at the tea estates, branches and offices in order to ensure that recording and reporting are adequate and proper. The Internal Audit Department also verifies whether internal controls and checks & balances in the system are adequate, proper and up to date. They also periodically verify safeguarding of Company’s assets and ensure that there is no unauthorized use. The Company has also engaged Management Auditors to independently examine specific areas of operation and suggest methods to improve efficiencies and controls.

The Audit Committee of the Board reviews all important Internal Audit and Management audit reports and suggests corrective actions for the management to implement. The company also has a system of periodic review of risks and control systems. It has developed a risk register, which forms the basis for review. The Internal Audit team also assesses the risks facing the company, steps taken to mitigate the risks and holds discussions with management on the subject in order to create awareness of the risks and to take appropriate actions for reducing the impact and frequency of occurrence of the risks. Company’s internal control system and its effectiveness are also verified periodically by the Statutory Auditors and reported to the Audit Committee of the Board. Corrective actions for any weaknesses in the system that may be disclosed by such audits are taken.

FINANCIAL & OPERATING PERFORMANCE

The Company recorded commendable growth in performance during the financial year. Total Income at Rs 1146 crores increased by 10% despite exit from a part of South India plantation operations. The growth was driven by strong performance of the company’s branded tea portfolio. Profit before tax, exceptional and nonrecurring items at Rs 243 crores grew by 18%. After exceptional items, which principally related to profit on sale of investments , the profit after tax at Rs 307 crores grew by 64%. The strong performance of the branded tea portfolio was higher than market growth with increased market share. Plantations performance was better relative to previous year due to restructuring of South India operations and improved operating performance in North India. This excellent performance reflects volume and value growth and effective cost management. The Earnings per share improved from Rs 33.25 to Rs 53.56, an increase of 61%.

CONSOLIDATED FINANCIAL PERFORMANCE

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The company’s consolidated turnover at Rs 4103 crores increased by 30% compared to the comparable period in the previous year. Profit before taxes and exceptional items at Rs 456 crores has however increased by only 11%, principally in view of the impact of interest on loans taken for acquisitions . Profit after tax at Rs 443 crores was higher by 48%. Consolidated Basic Earnings per share was significantly higher at Rs 77.46, an increase of 46%. As per Indian GAAP, the Company’s 77.78% foreign subsidiary, TTGB Ltd, registered a turnover of Rs 2298 crores, which was higher than the previous year turnover by 13%. Profit before tax, interest on loans taken for acquisitions and exceptional items at Rs 253 crores was higher by 25%.

The following table summarises segment wise turnover of the Tata tea group. With the acquisition of Eight O’ Clock Coffee company through Tata Coffee Ltd and commencement of production of instant and freezed dried coffee by Tata Coffee Ltd, the coffee business will be a more significant part of the the overall consolidated performance.

TREASURY AND LIQUIDITY

The Company had a net debt to equity ratio of 0.41 as on 31st March 2007, an increase over the previous year’s levels, driven by bridge loans availed for acquiring a stake in Energy Brands Inc (EBI). The bridge loans are being liquidated through augmentation of share capital and accrual of own resources resulting from the plantation restructure. On a consolidated basis the net debt equity ratio was 1.57 . The current levels of debt represent an increase as compared to the previous year’s levels, in view of the refinancing for acquiring a stake in EBI. Significant reduction is expected from these gearing levels in view of the conditional agreement entered into, by the Group, for divesting the stake in EBI.

CAUTIONARY STATEMENT

Certain statements made in the Management Analysis and Report relating to Company’s objectives, projections, outlook, expectations, estimates, etc. may constitute ‘forward looking statements’ within the meaning of applicable laws and regulations. Actual results may differ from such

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expectations, projections etc., whether express or implied. Several factors could make a significant difference to the company’s operations. These include climatic conditions, economic conditions affecting demand and supply, Government regulations and taxation, natural calamity, etc. over which the Company does not have any direct control.

Strategic plan:

Refer: Quality of Management- company strategicfocus, Note- 3a, 3b, 5 & 6.

Points to consider

After restructuring operations and debt, Tetley is in a sound financial position and will now focus on growing the business at an accelerated pace. With the UK subsidiary accounting for over 70 per cent of the consolidated earnings of Tata Tea the Indian tea major should do well going forward.

Tata Tea, along with its subsidiary companies, has a significant presence in over 45 countries. The Group's global branded business amounts to just under US$ 1040 million. The combined sales of Tata Tea and its subsidiary The Tetley Group would in aggregate represent the second-largest branded tea portfolio in the world. Tata Tea's operations span the entire value-chain in tea, including research and development, tea cultivation, manufacture of black and distribution. The company has 6 major brands in the Indian market - Tata Tea, Tetley, Agni, Kanan Devan, Chakra Gold and Gemini, spanning every price point from Premium to Economy. The Brand Tata Tea is today the largest in the country in terms of value market-share. To a large extent the market will be on the outlook for Tetley, which in turn will decide sentiment in the Tata Tea.

As far as Tetley is concerned the company after restructuring operations and debt, is in a sound financial position to focus on growing the business at an accelerated pace. It plans to achieve organic annual sales growth of 10 per cent. To do this the company plans to expand its footprint to cover wider geographies. The company has also entered the US Ready-to-Drink (RTD) tea segment. Further, it is contemplating acquiring a niche player where Tetley’s competencies can be leveraged. Given the strong backing of the Tata group, Tetley is unlikely to face financial constraints in developing new opportunities.

In the domestic market, Tata Tea’s volume growth is likely to continue having withstood competitive pressures from regional brands and the relaunched Brooke Bond. The increased consumption of tea in domestic markets and improved outlook for exports augur well for auction prices.

Tata Tea’s fortunes do not completely depend on tea auction prices. The company will log a steady performance even as tea auction prices hit lows. Despite lower prices the branded business will register healthy growth and protect the bottomline. Tetley’s profits and free cash flows are also likely to register strong improvement. Considering Tetley’s strong brand equity being the world’s second largest tea brand, high free cash flow generation and rapid drop in gearing, valuations for Tata Tea appear attractive.

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VII. FINANCIAL POSITION:

Detailed analysis of financial statements for the last 3 years is enclosed as Annexure III.(See notes at the bottom of all the Forms-II, III, IV, V, VI) Gist of the same is as follows:

Company’s financial position as per balance sheet (Rs in crores)

Key Financial Ratios  2007/03 2006/03 2005/03 2004/03 2003/03

Per ShareEPS 51.93 33.25 22.93 16.28 12.56CEPS 55.08 36.71 26.84 20.20 16.59Book Value 257.81 202.67 182.70 169.58 170.18Dividend/Share 15.00 12.00 10.00 8.50 7.00Operating Profit / Share 31.38 29.56 23.61 15.47 13.05Net Operating Income / Share 178.89 172.67 157.88 137.23 131.81Free Reserves / Share 238.24 181.11 160.98 154.01 147.32 

Profitability RatiosOPM 17.54 17.12 14.95 11.27 9.90GPM 15.78 15.11 12.47 8.41 6.84NPM 26.80 17.90 13.50 10.88 8.72RONW 10.97 14.36 13.15 9.18 6.71 

Liquidity ratiosDebt/Equity 0.52 0.21 0.18 0.20 0.23Current Ratio 1.12 1.04 1.12 1.09 1.31Quick Ratio 0.57 0.55 0.53 0.62 0.83Interest Cover 5.80 13.63 14.23 8.61 5.06 

Turn Over RatiosSales/Total Assets 23.52 82.20 23.81 34.09 8.86Sales/Fixed Assets 4.70 4.25 3.16 2.65 2.38Sales/Current Assets 2.60 3.10 2.63 2.70 2.12 

MiscellaneousNo of Days of Working Capital 15.31 4.38 15.12 10.56 40.64CAR 0.00 0.00 0.00 0.00 0.00

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Performance/Financial Indicators (As per Form III) (Rs. in Crores)

RatiosTata Tea Limited

Year Ending March 31, 2006 2007 2008 2009Share Capital 56.22 80.86 80.86 80.86Tangible Net Worth 1161.26 1565.56 1715.39 2057.42Net Block 250.31 243.97 266.28 322.78Current Assets 502.12 566.42 831.78 923.14Current Liabilities 394.33 504.12 621.28 688.83Net Working Capital 107.79 62.30 210.50 234.31Net Profit/Loss 140.17 306.56 348.36 450.55Cash Profit/Loss 159.60 325.10 376.05 482.43Current Ratio 1.27 1.12 1.34 1.34Total Outside Liability/Tangible Net Worth 0.46 0.73 0.69 0.56

Net Sales 968.20 1054.47 1148.75 1251.85Other Income 49.64 224.82 297.03 369.15Profit Before Tax 183.76 349.76 397.45 514.03Net Profit After Tax 140.17 306.56 348.36 450.55Depreciation 19.43 18.54 27.69 31.88Cash Generation 159.60 325.10 376.05 482.43Fixed Assets 250.31 243.97 266.28 322.78Term Liabilities 141.84 635.99 562.49 453.69Net Profit/Net Sales ( %) 14.48% 29.07% 30.33% 35.99%Diviedend Paid 76.93 108.52 108.52 108.52Dividend/Net Profit (%) 41.86% 31.03% 27.31% 21.11%

Comments on working results and financial position On working results

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A. Production (for the previous Financial Year) : The performance of the company improved by 3% during the year 2006-2007. Gross Revenues stood at 1055 crores. Total production of tea was 826 lac Kg against 809 lac kg for the year 2006.

Diversified Businesses: During the year, the global revenues increased significantly by 30% to and comprising 75% of the total group income.

B. Sales turnover : Projected Sales Qty: Value: 2007

:Rs 1054.56 Crores

Actual for the year Qty: Value: 2006

: Rs 968.34 Crores

Percentage increase over previous year : 8.91% increase over last year sales Reasons for not achieving the projections/ decline in sales

:

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C. Profitability for the year 2007 : Improved by 118% over the year 2006.operative profit for the year 2007 : Rs 163.25 crores Actual operative profit fortheyear 2006 : Rs 143.09 crores Reasons for variation : Improved by 14%. On financial position (See notes under Individual Forms)a) Remarks on retained profits : The company has been paying dividend regularly.b) Remarks on tangible net worth : The tangible net worth of the company is Rs

1565.56 crores as on March 31, 2007. The company’s net worth is satisfactory considering its outside liability.

c) Remarks on net working capital : Net working capital of company has increased which is due to an increase in the current asset due to an increase in stock of raw material to meet project demands and also due to increase in number of advances in the expansion process under construction.

d) Remarks on current ratio : Current ratio has decreased largely due to an increase in the current liability by way of payment of debentures.

e) Remarks on total outside liabilities to TNW : This ratio has been increased due tolarge borrowing in terms of Bridge loan (shown under NCL) as being replaced by LT financing facilities and TL from ICICI. However, it isstill below the 1 ratio.

f) Remarks on investments/advances to associate concerns

: There is significant investment in subsidiaries as well as in acquisitions in order to go global as per company’s policy as mentioned in AR in order to expand the market.

g) Remarks on diversion of funds : There is no apparent sign of diversion of fund. Surplus funds have been invested in short term avenues and capital gains exemption bonds. Repayments of relatively expensive borrowings were also done by way part repayment of bridge loans in order to save on interest costs.

h) Remarks on borrowing from friends and relatives

: The company does not follow a practice of borrowing from friends and relatives.

i) Remarks on overdue statutory liabilities : There is no such over due statutory liabilities.j) Remarks on contingent liabilities not provided

for: There are no negative remarks.

k) Does the account show signs of incipient sickness

: We do not perceive any such sign prima facie.

VIII. ASSESSMENT OF TERM LOAN/DPG (Fill up Annexure – III if there is a request for term loan/DPG:

Not Applicable since it is assumed that the increase in the Term loan by 10% is already sanctioned. Further, the company already has a sanctioned limit of Rs.2250.00 lacs with ICICI bank, information with respect to it is provided at Note 8.

IX. ASSESSMENT OF WORKING CAPITAL REQUIREMENTS

PROJECTIONS FOR THE ENSUING YEAR/NEXT YEAR:

The actual production/sales for the last 2 years and estimation/projection for the ensuing/next year.

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Year Sales ( Rs Crores)Quantity Values

2005-06 968.202006-07 1054.472007-08 1148.752008-09 1251.85

Present actual monthly sales during current year (upto date of submission of proposal)

2007-08 Rs. in CroresIst Quarter Sales (June 07) 290.01

2nd Quarter Sales (Sept 07) 319.05

Achievability of estimated/projected production/Sales:(Describe the constraints faced, if any, in achieving the projections in previous years and steps taken to achieve the projections)

The Indian Tea IndustryRevised estimated total production of tea in the country as per Tea Board during 2006 was 956 million kgs. i.e. about 36 million kgs higher than the previous year. Exports during the year at 204 million kgs. was higher by 16 million kgs than the previous year, thereby releasing an additional 20 million kgs approximately in the domestic market. As per the statistics released, demand growth has been 3.3% in a longer time frame of 8 years. Based on these revised statistics, the Packet tea market seems to have grown to 352 million kgs in 2006-07 compared to 340 million kgs in the previous year. The same trend is expected to remain.

During 2006-07 Tetley recorded strong performance in the UK, Canada, Western Europe and developing markets.In May 2006 Tetley acquired JEMCA, the leading speciality tea manufacturer and marketer in the Czech Republic. Acquisition of JEMCA, has enabled Tetley to reach a leading market position in an area where hitherto the company was not strongly represented and this has also given the company access to a low cost manufacturing facility in Eastern Europe. During 2006-07 Tetley also acquired a share in Joekels Tea Packers(Proprietary) Limited of South Africa which would enable them to enter the South African market. In the largest market for Tetley i.e UK Tetley not only recorded higher volume of sales in fiercely competitive market, where it has continued to be the number 1 brand. Global Branded Turnover of the Tata Tea Group from primarily a plantation company, the company has transformed itself into a branded consumer goods company and for the year under review the consolidated turnover of the Company including all itssubsidiaries was Rs. 4103.23 crores or nearly US$ 1 billion company compared with Rs. 3151.12 crores, in the previous year, of which 89% was contributed by the Group’s worldwide branded tea and coffee business. The company is no longer dependant on one geography.Coupled with the restructuring of North India Plantation operations and a global earnings of 75% along with continuous R&D, andexpansion globally, we feel that the projected turn over is realistic and achievable. And a bankable option.

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Detailed operating statements for achievable level of production/sales are enclosed as annexure – VI Assessment of Working Capital Requirements:

(Rs. in Crores)

See Form IV and V with notes.

Comments on the levels of current assets projected:a) Raw material The raw material mainly consists plucked tea

leaves. b) Stores & Spares: Stores and spares are in the form of spares

required for the heavy machinery used in the operations/processing of tea leaves.

c) Semi finished goods: The company’s SIP mainly consists of the tealeaves, coffee beans being processed with/without herbs etc.

d) Finished Goods Stock of finished goods is in the form of Tea and Coffee packed.

e) Receivables The receivable level consists of mainly the domestic receivable and the holding period is going to increase slightly by taking advantage of the increase in sundry creditors holding period.

f) Other current assets The other current assets consist of a significant portion of the current asset. This is due to the fact that in the sufficient advances and security deposits are needed for various purposes when one expands globally.

Comments on current liabilities

a) Creditors for purchase The company purchases material on credit and this consists of the major trade creditors of the company. In recent years the company has been able to realize higher credit from its supplier vendors and this trend is going to be maintained since company’s expansion into new markets are continuously increasing.

b)Advances from customers

Nil.

c) Other current liabilities The other current liability is expected to be in line with the historical trend.

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Build up of NWC (Rs. in Crores)

See Form V with Notes

Non-Fund Based Limits: Not Applicable to the company as company is taking fund based Working capital loan.

a) Letter of Credit Limits: Sight Usance Total

Existing Applied

Assessment of sight LC:

Assessment of Usance LC:

As the company is importing as well as exporting , There is a huge scope for such facility which should be explored. This will also reduce the cost of borrowing by saving on interest cost.

b) Guarantee Limit: Existing Applied

Assessment

(Separate assessment shall be made fro performance guarantee, advance payment guarantees, guarantees in lieu of EMD, and other guarantees)

x. OTHER TERMS OF SANCTION:

Security: Particulars of securities are as follows:

Existing ProposedDescription Value (

Rs crores )

Description Value ( Rs crores )

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Primary First Charge on Current Assets of the company ranking pari passu with the other working capital bankers

89.50 crores

First Charge on Current Assets of the company ranking pari passu with the other working capital bankers.

102.92

Collateral Not Applicable Not Applicable

Margin:

The margin for the existing limits and proposed limits are as follows:For Existing Limits For Proposed Limits Facility Margin Facility Margin

Receivable SOD 25% SOD 25%

Guarantors: This is not applicable to the company

Name and Address Net worth as on ----------Whether assessed for IT/WTWhether copies of ITAO /WTAO obtained and enclosed Total Income Direct/Indirect Liabilities Liabilities with other banks

Rate of Interest: Particulars of rate of interest charged /recommended are as follows:

Charged for existing limits Recommended for proposed limits

Facility Rate of Interest

Facility Rate of Interest

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SOD SOD Rs 13.42 Crores

0.5% above PLR subject to a minimum of 13.50 % p.a. payable at monthly rates.

XI. SUMMARY OF EXISITNG AND PROPOSED CREDIT LIMITS FROM OUR BANK:

Facility Existing Proposed a) Fund

Based Total

SOD TL-Rs.22.50 crores

13.42 Crores

35.92 Croresb) Non Fund

based Total

None NIL NIL

XII. SHARING OF FUND BASED AND NON FUND BASED CREDIT LIMIT IN CASE OF CONSORTIUM. The proposed fund based limit is within the MPBF of the company.

XIII. OTHER LIABILITIES OF THE COMPANY/DIRECTORS/PARTNERS TO THE BANK: Nil

XIV: PARTICULARS OF ASSOCIATE/GROUP CONCERNS DEALING WITH OUR BANK: Nil

XV: PARTICULARS OF ASSOCIATE/GROUP CONERNS DELAING WITH OTHER BANKS: N.A.

XVI. POSITION REGARDING OUR EXPOSURE: Our proposed exposure will be within the prudential norms of the Reserve Bank of India.

XVII.A. PROSPECTS OF THE LINE OF ACITIVITY :

It is a growing industry when we look at it globally and the company has well strategic focus in this area with 43 years of experience and continuously growing. Hence, has good prospects.

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B. COMPETITIVE POSITION OF THE COMPANY: The company because of its inherent strength in global expansion success and EVA implementation at the organisatiuon level. The company EVA grew by Rs. 100 millin in 2007 with well R&D has sustainable competitive advantage.

XVIII. OTHER BENFITS DERIVED BY THE BRANCH FROM THIS ACCOUNT: The Company is a good client with which long term relationship can be developed which will help bank in realizing more deposits by attracting company’s account as well as that of extending non fund based facilities in future alongwith cash management facilities.

(Indicate the extent of ancillary income, deposits maintained with us etc.)

XIX. ANY OTHER OBSERVATIONS/REMARKS OF THE BRANCH :None

XX. WHETHER THE COMPANY /PRMOTERS/ASSOCIATE COMPANIES ARE FIGURING IN THE LIST OF DEFAULTERS CIRCULATED BY RBI. IF SO FURNISH DETAILS: None

XXI. RECOMMENDATION

We recommend sanction of the following credit limits on the terms and conditions mentioned against them, valid up to for a period of 12 months.

Facility Limit (Rs in Crores )

ROI/Commn Margin Security

SOD 13.42 0.5% above PLR subject to a minimum of 13.5% p.a.

25% on Receivable

1st Charge on all current assets of the company ranking pari passu with other working capital banker.

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Collateral Securities: Nil

Name of guarantors: None

Other terms of sanction: None

Asst/Sub Manager Sr Br. Manager

Date of forwarding the Proposal to ZO10.12.2007

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ANNEXURE I Based on the information available in the annual report

1. Name of the Borrower Tata Tea Limited2 Details of existing credit facilities I With Our Bank

Facility

Limit

Date of Document

Balance as on

Overdues

Rate of Int

Security

A Fund Based Nil1) ODH2) DBD3) DATBD4) DLSB/ ODSB5) CDD6) ODBD

ODD B Non Fund Based Nil1) BG 2) ILC 3) FLC 4) C Term Credit

Facilities Rs. 2250.00 lacs as per annual report 2006-2007

Total Indebted ness to our Bank ( A+B+C)

Rs.2250.00 lacs

II With other Bank/Institutions

TL- Rs. 4500.00 with HDFC; Bridge Loan-Rs.55000.00(Bank N/A); WC Finance- Rs. 8949.77 lacs from HDFC

3.a) Asset Classification

N/A

b) Amount of Provision/Interest Reversal

N/A

Review of Operations : NIL1. Comments on utilisation of

ODH Limit: 2 Comments on bills

discounted: Whether the Bills are paid on time No of Bills returned during the above period and amount Details of Present overdue bills( such as date of discount, amount, drawee name, due date) Steps taken for Regularisation N/A

3 Letter of Credit N/A

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4 Guarantees ( last 12 month period ended)

N/A

No of Guarantees Issued Total Value of GuaranteeCommission Earned Particulars of Invocation of GuaranteeParticulars of Guarantee outstanding beyond validity period Steps taken for cancellation of the guarantee

5 Value of Account ( For 12 Months Period Ended)

Term loan of ICICI had not been utilized Due to insufficient time.

Interest Earned Discount Earned Exchange Earned Commission Earned

6 Term Loans/DPG Funds not utilised per annual report 06-077 Foreign Exchange Business N/A

Total Foreign Business handled by the Co for the year ended 31.3.07

ImportRs. 3034 lacs

Export-Rs.16150 lacsAcquisition-Rs.55000 lacs

Business Routed through the bank during the said period

N/A N/A

Whether Company’s entire exports are effected directly or any part thereof is routed through another agency

Directly / through subsidiaries

Comments 8 Other Ancillary Business No information

No Amount Commn Earned Bill Sent on Collection

MTs/TTs/DDs purchased IBCs received Others

9 Deposits 10 Dividend /Interest Payment

/Warrants handled/income 11 Others( Merchant Banking

Business Income etc) 12 General

Are documents in order and in force?

Creation of charge is pending for the term loan

Whether joint documentation is done ( in case of consortium advance )

N/A

Date of Search Report Are Charges in Order?

Creation of charge is pending for the term loan

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Details of terms of existing sanction which are not complied with and reasons

No information except insuffiecient time.

Is Insurance cover available and are policies current and particulars duly recorded /policies held in custody as applicable?

N/A

Any Unsatisfactory features from inspection report of

a) Reserve Bank of India b) Branch Inspection c) Statutory Auditors Nil See Note belowd) Manager ( Audit/Concurrent Auditors) QUARTERLY INFORMATION SYSTEM

Note:

Annexure to the Auditors’ Report- (Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Tata Tea Limited on the financial statements for the year ended 31st March, 2007)

Point 16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained except for one term loan of Rs. 2250 lakhs drawn from a bank towards end of the year. According to the explanations given by the management it was not possible to apply the loan immediately for the purpose for which it was taken.

ANNEXURE II

Particulars of operations in ODH account : 1. Not applicable since application for 1st loan from bank.

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2. There is no negative comments on the existing WC loan from other bank by the auditors.

3. (Assumed)- Confidential report and opininon report from other banks have no negatiuve comments on the company as well as the promoters and the directors from other banks in terms of debit/credit summations, outstandings and net worth of the directors/promoters.

Note: Annexure to the Auditors’ Report-(Referred to in paragraph 3 of the Auditors’ Report of even date to the members of Tata Tea Limited on the financial statements for the year ended 31st March, 2007)

10. The company has no accumulated losses as at 31st March,2007 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

11. According to the records of the company examined by us and the information and explanation given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of any special statute applicable to chit fund/nidhi / mutual benefit fund/societies are not applicable to the company.

14. In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments.

15. In our opinion and according to the information and explanations given to us, the terms and conditions of the guarantee given by the company in a previous year and released during the year, for a loan taken by a party from bank, are not prejudicial to the interest of the company.

16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans have been applied for the purpose for which they were obtained except for one term loan of Rs. 2250 lakhs drawn from a bank towards end of the year. According to the explanations given by the management it was not possible to apply the loan immediately for the purpose for which it was taken.

17. On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis, which have been used for long-term investment. For this purpose bridge loans from banks for acquisitions have not been considered as the same are being replaced by long term finance.

ANNEXURE V

ASSESSMENT OF TERM LOAN/DPG REQUIREMENTS

Not applicable (assumed done separately).

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Not Applicable since it is assumed that the increase in the Term loan by 10% is already sanctioned. Further, the company already has a sanctioned limit of Rs.2250.00 lacs with ICICI bank, information with respect to it is provided at Note 8.

REMARKS ON BALALNCE SHEET AND WORKING RESULTS

OPERATING RESULTS:

1. Segment: Sales figure for the last three years is as follows for the three segments of the company as consolidated:

Segments 2004-05 2005-06 2006-07Tea Segment Rs. 2849.50

CroresRs. 2944.01 Crores

Rs. 3332.19 Crores

Coffee Segment

Others segments

Rs. 186.4 CroresRs. 20.7 crores

Rs. 162.22 CroresRs.18.33 crores

Rs.692.26 CroresRs. 18.79 crores

2. Sales: The sales for the company have been registering a consistent increase over a period of last three years and the same is expected to continue.

2004-05 2005-06 2006-07Rs 896.32 Crores Rs. 968.20 Crores Rs. 1054.47 Crores

Operative Profit: The PAT for the company has been increasing consistently over the years.

2003-04 2005-06 2006-07Rs. 128.93 Crores Rs. 186.93 Crores Rs. 306.56 Crores

Actual figures for quarter period ending Sept.2007

  Quarter ended Year ended Rs. cryear   2007/09 2006/09 var %   2007/03 2006/03 var %

Sales Income   319.05 274.00 16.44   1,070.35 982.05 8.99

Other Income   18.40 48.78 -62.28   75.76 57.96 30.71

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Expenditure   243.38 202.65 20.10   872.67 806.26 8.24

Interest   2.49 3.85 -35.32   11.63 8.97 29.65

Gross Profit   91.58 116.28 -21.24   261.81 224.78 16.47

Depreciation   5.31 4.79 10.86   18.54 19.43 -4.58

Tax   19.51 15.57 25.31   43.20 43.59 -0.89

PAT   64.81 163.92 -60.46   306.57 186.93 64.00

Equity   61.84 56.22 10.00   59.03 56.22 5.00

OPM (%)   23.72 26.04 -2.32   18.47 17.90 0.57

GPM (%)   22.94 24.64 -1.70   17.38 16.99 0.39

NPM (%)   20.31 59.82 -39.51   28.64 19.03 9.61

 

3. Depreciation: The depreciation has been charged as per Indian Company Act 1956.

FINANCIAL POSITION:

1. The Net Worth of the company has increased by Rs 404.3 Crores owning to ploughing back of net profit, fresh capital and share premium.

2. The current ratio of the company as on 31.03.2007 was 1.12 as against 1.27 as on 31.03.2006 considering the bridge loan as longterm liability sinceitspurposeisforlong term and that it was issued against a long term loan that isit being replaced by long term financing. (per Auditors report-point17), (See Note-12, point-21). Further, this makes the financial more conservative because the CR has now improved and slipping back in future will effect its market cap as well as the breaking of standard covenants of WC finances.

3. The total outside liabilities to tangible net worth has increased from 0.46 to 0.73 which is still below 1.00 and hence can be termed as very impressive. The increase is mainly due to the bridge loan of Rs. 55000.00 lacs for acquiring the EIB.

4. Receivables other than export and deferred receivables expressed in Month’s domestic sale is at 0.71 and including exports is 0.87, an increase of 5 days, which is reasonable whereas only exports is also 0.87 which is very reasonable.

5. The level of raw material expressed in Month’s consumption as on 31.03.2007 is at 2.59

inclusive of imports and 2.55 exclusive of imports which is reasonable considering the fact

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that the plucking follow a cycling/seasonal trend. Hence, inventory building will be a normal trend in this industry.

6. The level of finished goods expressed in Month’s cost of sales as on 31.03.2007 is at 1.53 which is reasonable considering the fact that the plucking follow a cycling/seasonal trend. Hence, inventory building will be a normal trend in this industry.

7. The level of Stock in Process expressed in Month’s cost of production as on 31.03.2007 is at Nil position which is in tune with the processing time being low.

8. The level of Creditors for purchase of raw materials expressed in Month’s purchase as on 31.03.2007 is at 4.45.

9. The investment in the subsidiaries, group companies & integrated joint ventures as on 31.03.2007 is Rs 1788.77 Crores.

10. The company is investing in subsidiaries through global expansion in order to increase the

Net worth, its global sales account for 75% of the total sales & as per Annual report company plans to continue with this , at the same time it is slowly restructuring its Indian operations particularly in the plantation sector..

11. The Key financial ratios for the last five years are as follows:

Key Financial Ratios  2007/03 2006/03 2005/03 2004/03 2003/03

EPS 51.93 33.25 22.93 16.28 12.56CEPS 55.08 36.71 26.84 20.20 16.59Book Value 257.81 202.67 182.70 169.58 170.18Dividend/Share 15.00 12.00 10.00 8.50 7.00OPM 17.54 17.12 14.95 11.27 9.90RONW 10.97 14.36 13.15 9.18 6.71Debt/Equity 0.73 0.46 0.18 0.20 0.23Ratio 1.12 1.27 1.12 1.09 1.31Interest Cover 5.80 13.63 14.23 8.61 5.06

12. The shares of the company are traded in Stock Exchanges and the movement of the share price during the last 24 months was as follows:

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Performance in comparison to broad-based indices:

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13. AUDITORS COMMENT ON COMPANY’S BALANCE SHEET :

AUDITORS COMMENTS: (See Note-10, 11, 12)

How the auditors comments have been treated in analysis of Balance Sheet.

i) On Revaluation of Fixed Assets: No revaluation has been carried out during the current year.

ii) On Change of method of Depreciation: No change in the method of depreciation.

iii) On loans and Advances given to concerns within the group: The Company has not granted any loans, secured or unsecured, to companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956 during the year. Accordingly, paragraphs 4(iii)(b), (c) and (d) of the Order are not applicable.

iv) The Company has not taken any loans, secured or unsecured, from companies, firms and other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii) (f) and (g) of the Order are not applicable

v) On position of unserviceable stores/obsolete stocks : No such stock. vi) On position of overdue/irrecoverable debtors: Such debtors above six months have

been seperated.

vii) On disputed liabilities not provided for: No such liabilities as per our knowledge based on company’s declaration.

viii) On valuation of Inventories: At cost or Net Reliasable value whichever is lower.

ix) Others: No adverse comment can be found in the audited balance sheet.

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x) There are no funds raised on a short-term basis, which have been used for long-term investment. For this purpose bridge loans from banks for acquisitions have not been considered as the same are being replaced by long term finance.

The Overall Financial Position and working results based on the above analysis is satisfactory

Manager Chief Manager

Date:

Name of theBranch/Place:

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