Rajagiri Rubber 2014

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED
ALAPPUZHA
BOARD OF DIRECTORS
Mr. Dilip Thomas (Chairman)
Mrs. Priyalatha Thomas (Managing Director)
Mr. K.C Eapen
Mr. K.S Manian
Mr. K.Suresh (Joint Managing Director)
Mr. Sanjeev Mehera
REGISTRAR & SHARE TRANSFER AGENT

Cameo Corporate Services Limited
Subramanian Building
No.1, Club House Road, Chennai-600 002
REGISTERED OFFICE
W-21/674, Beach Road,
Alappuzha-688 012
Tel: 0477-2243624 Fax: 0477-2243626
Email: avt.alapuzha@gmail.com
AUDIT COMMITTEE
Mr. Sanjeev Mehera
Mr. K.S Manian
Mr. K.C Eapen
Contents
Page No.
Notice to Shareholders
Directors Report
17
Management Discussion and

Analysis Report
21
Corporate Governance Report
23
Compliance Certificate
32
Auditors Report
38
Chartered Accountants
Balance Sheet
42
No.4, Chevaliar Shivaji Ganesan Salai
Statement of Profit and Loss
43
Cash Flow Statement
44
Notes on Accounts
46
Financial Highlights
69
Mr. K.Suresh
COMPANY SECRETARY
Mr. Manu P Sam
AUDITORS
Suri & Co.
T.Nagar, Chennai-600 017
BANKERS
Bank of Baroda

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA
Registered Office: W-21/674, BEACH ROAD, ALAPPUZHA-688012
CIN: L25191KL1937PLC000979
NOTICE TO SHAREHOLDERS
NOTICE is hereby given that the SEVENTY SEVENTH ANNUAL GENERAL MEETING of the Company will be held at
the Registered Office, at W-21/674, Beach Road, Alappuzha-688 012, at 11.00 A.M. on Friday, the 19th September,
2014 to transact the following business:
Ordinary Business:
1. To receive, consider and adopt the financial statements of the Company for the year ended March 31, 2014, the
reports of the Board of Directors and Auditors thereon.
2. To declare dividend on equity shares. The Directors have recommended a dividend of Rs.10/- per Equity Share
(100%);
3. To appoint a Director in place of Mr. K..C.Eapen, (DIN:00556612) who retires by rotation and being eligible has
offered himself for re-appointment.
4. To consider and, if thought fit to pass, with or without modification(s), the following resolution as an Ordinary
Resolution:
RESOLVED:That pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies
Act, 2013 and the Rules framed thereunder, as amended from time to time, M/s. Suri & Co, Chartered
Accountants (Registration No. 004283S), be and is hereby re-appointed as Auditors of the Company to
hold office from the conclusion of this Annual General Meeting (AGM) to the conclusion of the 80th AGM
of the Company to be held in the year 2017 (subject to ratification of the appointment by the members
at every AGM), at such remuneration plus service tax, out of pocket and travelling expenses as may be
mutually agreed between the Board of Directors of the Company and the Auditors.
SPECIAL BUSINESS:
5. To consider and, if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:
RESOLVED: That consent and /or approval be and is hereby accorded , pursuant to Section 196 and other
applicable provisions, if any, of The Companies Act, 2013, read together with Part I of Schedule V of
the said Act, (including any statutory modifications and / or re-enactments thereof , for the time being
in force) (a) to determine the existing tenure of Mrs.Priyalatha Thomas as Whole-time Director designated
as Executive Director of the Company as at the closing hours of 31st May, 2014 and (b) appoint
Mrs.Priyalatha Thomas (DIN : 00052237) as Managing Director of the Company for a period of three
years, commencing from 1st June, 2014 and ending on 31th May, 2017, who shall not during the tenure
of office be subject to retirement by rotation and shall not be taken into account for the purpose of
computing one third of the total number of Directors liable to retire by rotation under Section 152 of The
Companies Act, 2013.
6. To consider and, if thought fit to pass, with or without modification(s), the following resolutions as Special Resolutions:
(i) RESOLVED:That consent and/or approval be and is hereby accorded by the shareholders , pursuant to Sections
197 and other applicable provisions, if any, of The Companies Act, 2013, read together with Section II
in Part II of Schedule V of the said Act, (including any statutory modifications and/or re-enactments
thereof for the time being in force), Mrs.Priyalatha Thomas on her appointment as Managing Director of
the Company for a period of three years from 1st June, 2014 and ending on 31st May, 2017 be and is
hereby remunerated, without entitlement to sitting fees, by way of monthly salary and allowances,
perquisites and/or benefits as may be determined by the Board and/or Remuneration Committee
thereof within the ceiling limit as applicable and prescribed in Paragraph (A) in Section II in Part II of
Schedule V of the said Act, or such other ceiling limits as may be statutorily applicable from time to
time, computed with reference to Effective Capital of the Company, notwithstanding the fact that the
Company has no profits and/or its profits are inadequate in any financial year during the tenure of her
appointment commencing from 1st June, 2014 and ending on 31st May, 2017.
2

1) Salary from 1st June, 2014 : Rs.3,50,000/- (Rupees Three lakhs fifty thousand only) per month.
2) Perquisites and other benefits, which shall not be included and/or considered as remuneration for purpose of
calculating the ceiling limit, specified by the statute from time to time, in Section IV of Part II of Schedule V to
The Companies Act, 2013.
a) Contribution to Provident Fund at 12% (Twelve Percent) of the monthly salary in accordance with the Rules of
the Company and are in force, or at the rate as specified by the statute from time to time.
b) Contribution to Superannuation Fund at the rate of 15% (Fifteen percent) of the monthly salary, in accordance
with the rules of the Company as are in force, or at the rate as specified by the statute from time to time.
c) Gratuity payable at the rate of half-a-months salary for each completed year of service, subject to the
monetary ceiling limit as may be prescribed by the statute from time to time.
d) Encashment of leave at the end of the tenure.
e) Provision for use of Companys Car and communication facilities at her residence for official purpose.
(ii) RESOLVED FURTHER: That the appointment of Mrs.Priyalatha Thomas as Managing Director and payment of
remuneration to her shall be upon the terms and conditions as set out in the agreement to be
entered into between the Company and the said Mrs.Priyalatha Thomas which agreement is specifically
sanctioned, with the liberty and power to the Board of Directors and/or Remuneration Committee of the
Board , at its discretion, to revise the payment of salary and allowances, to re-fix perquisites and/or
benefits within the ceiling limits as prescribed in Paragraph (A) in Section II in Part II of Schedule V of
the Companies Act, 2013 and also to alter and vary from time to time the said agreement prescribing
the terms and conditions of appointment in such manner, the Board of Directors may deem it appropriate
and expedient and that the Board of Directors and/or Remuneration Committee of the Board be and is
hereby authorised to do such acts, deeds and things as are considered necessary to give effect to
these resolutions without further reference to the shareholders.
7. To consider and, if thought fit to pass, with or without modification(s) the following resolution as a Special Resolution:
RESOLVED:That consent and/or approval be and is hereby accorded pursuant to Section 196 and other applicable
provisions, if any, of The Companies Act, 2013, read together with Part I of Schedule V of the said Act,
(including any statutory modifications and / or re-enactments thereof , for the time being in force) (a) to
determine the existing tenure of Mr.K.Suresh as Whole-time Director designated as Executive Director
of the Company as at the closing hours of 6th August, 2014 and (b) appoint Mr.K.Suresh (DIN : 00255162)
as Joint Managing Director of the Company from 7th August, 2014 to 31st May , 2017, who shall not
during the tenure of his office be subject to retirement by rotation and shall not be taken into account
for the purpose of computing one third of the total number of Directors liable to retire by rotation under
Section 152 of The Companies Act, 2013.
8. To consider and, if thought fit to pass, with or without modification(s) the following resolutions as Special Resolutions:
RESOLVED:That consent and / or approval be and is hereby accorded pursuant to Section 197 and other
applicable provisions, if any, of The Companies Act, 2013, read together with Section II in Part II of
Schedule V of the said Act, (including any statutory modifications and/or re-enactments thereof for the
time being in force) (a) for the payment of revised remuneration to Mr.K.Suresh, in consideration of the
performance of his duties as Whole-time Director and designated as Executive Director of the Company,
during the tenure with effect from 1st June, 2014 to 6th August, 2014 and (b) payment of remuneration
to Mr.K.Suresh as Joint Managing Director with effect from 7th August, 2014 to 31st May, 2017, be and
is hereby remunerated without entitlement to sitting fees and notwithstanding the fact that , the said
Mr.K.Suresh is also the Managing Director of The Highland Produce Company Limited be and is

hereby paid by way of monthly salary and allowances, perquisites and/or benefits as may be determined
by the Board and/or Remuneration Committee thereof within the monetary ceiling limit not exceeding
Rs.3,50,000/- (Rupees Three lakhs fifty thousand only) per month as prescribed in Paragraph (A) in
Section II in Part II of Schedule V of the Companies Act, 2013 or such other sum as may be statutorily
applicable from time to time within the higher maximum limit admissible from any of the two companies
as applicable and prescribed in paragraph (A) in Section II in Part II of the said Schedule, read together
with Section V in Part II of the said Schedule computed with reference to Effective Capital of the two
Companies as prescribed therein and notwithstanding the fact that the Company has no profits and/
or its profits are inadequate in any financial year and the above remuneration be shared by this Company
with The Highland Produce Company Limited in the proportion at 40% and 60% respectively and/or
such other proportion as may be decided from time to time by the Board of Directors/Remuneration
Committee of this Company and The Highland Produce Co. Ltd., during the tenure of his office as
Executive Director from 1st June, 2014 to 6th August, 2014 and as Joint Managing Director with effect
from 7th August, 2014 to 31st May, 2017.
RESOLVED FURTHER :That Mr.K.Suresh shall be paid the following remuneration during the tenure with effect from
1st June, 2014 to 6th August, 2014 as Executive Director and from 7th August, 2014 to 31st May, 2017 as
Joint Managing Director by this Company to be shared with The Highland Produce Company Limited
in the proportion at 40% and 60% respectively and /or such other proportion as may be decided from
time to time by the Board of Directors/Remuneration Committee of this Company and The Highland
Produce Co. Ltd.
1) Basic Salary from 1st June, 2014 : Rs.2,60,000/- (Rupees Two lakhs sixty thousand only ) per month.
2) Allowances towards Companys Leased Accommodation, Expenditure on Leave Travel Allowance , Attendants
salary, Expenditure on Medical for self and family as per the Rules of the Company as are in force from time to
time, personal accident insurance premia etc. whether payable monthly or otherwise, Subject to maximum limit
of Rs.10,80,000/-(Rupees Ten lakhs eighty thousand only) in any financial year and subject further to the
allowances, being interchangeable to monthly salary as may be decided from time to time by the Board and/
or Remuneration Committee thereof.
3) Perquisites and other benefits, which shall not be included and/or considered as remuneration for purpose of
calculating the ceiling limit, specified by the statute from time to time, in Section IV of Part II of Schedule V to
The Companies Act, 2013.
a) Contribution to Provident Fund at 12% (Twelve Percent) of the monthly salary in accordance with the Rules
of the Company and are in force, or at the rate as specified by the statute from time to time.
b) Contribution to Superannuation Fund at the rate of 15% (Fifteen percent) of the monthly salary, in accordance
with the rules of the Company as are in force, or at the rate as specified by the statute from time to time.
c) Gratuity payable at a rate not exceeding half-a-months salary for each completed year of service, subject
to the monetary ceiling limit as may be prescribed by the statute from time to time.
d) Encashment of leave at the end of the tenure.
e) Provision for use of Companys Car and communication facilities at his residence for official purpose.
(ii) RESOLVED FURTHER: That the appointment of Mr.K.Suresh as Joint Managing Director and payment of
remuneration to him shall be upon the terms and conditions as set out in the agreement to be
entered into between the Company and the said Mr.K.Suresh which agreement is specifically
sanctioned, with the liberty and power to the Board of Directors and/or Remuneration Committee of
the Board , at its discretion, to revise the payment of salary and allowances, to re-fix perquisites
and/or benefits within the ceiling limits as prescribed in Paragraph (A) in Section II in Part II of
4

Schedule V of the Companies Act, 2013 and also to alter and vary from time to time the said
agreement prescribing the terms and conditions of appointment in such manner, the Board of
Directors may deem it appropriate and expedient and that the Board of Directors and/or Remuneration
Committee of the Board be and is hereby authorised to do such acts, deeds and things as are
considered necessary to give effect to these resolutions without further reference to the shareholders.
9. To consider and, if thought fit to pass, with or without modification(s), the following resolutions as Special Resolutions:
RESOLVED: That pursuant to the provisions of Section 14 and other applicable provisions, if any, of The Companies
Act 2013 , the existing Article 152-A (1) of the Articles of Association (AOA) of the Company be and is
hereby amended with the following new Article 152-A(1) of the AOA of the Company:
New Article 152-A (1): The Directors may from time to time appoint one or more of their body, including the
Chairman, to be the Managing Director(s) or Chief Executive Officer(s) or Whole time Director (s) of the Company
for a term not exceeding five years on each occasion for which he or they is or are to hold such office and may from
time to time (subject to the provisions of any contract between him or them and the Company) remove or dismiss
him or them from the office and appoint another or others in his or their place or places.
RESOLVED FURTHER: That the Board of Directors of the Company be and is hereby severally authorised to do all
acts and take all such steps as may be necessary or expedient to give effect to this resolution.
10. To consider and, if thought fit to pass, with or without modification(s), the following resolutions as Ordinary Resolutions:
RESOLVED: That pursuant to the provisions of Section 148 and other applicable provisions of the Companies act,
2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or
re-enactment thereof, for the time being in force), M/s. Rajendran, Mani & Varier, Cost Auditors appointed
by the Board of Directors of the Company, to conduct the audit of the cost records of the Company
for the financial year ending March 31, 2015 be paid a remuneration of Rs. 75,000/- (Rupees Seventy
five thousand only) per annum & service tax thereon at the rate applicable plus the reimbursement of
out of pocket expenses incurred.
RESOLVED FURTHER : That the Board of Directors of the Company be and is hereby severally authorised to do
all acts and take all such steps as may be necessary or expedient to give effect to this resolution.
11. To consider and, if thought fit to pass, with or without modification(s) the following resolution as an Ordinary
Resolution:
RESOLVED: That pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the
Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as
amended from time to time, Mr. Sanjeev Mehera (DIN:01192359), who has submitted a declaration
that he meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible
for appointment, be and is hereby appointed as an Independent Director of the Company to hold
office for 5 (Five) consecutive years for a term upto the conclusion of 31st March 2019.
By Order of the Board
For THE RAJAGIRI RUBBER & PRODUCE CO., LTD.
DILIP THOMAS
CHAIRMAN
Chennai
7th August, 2014

NOTES:
1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/
her stead. A proxy need not be a member of the Company.
A person can act as proxy on behalf of members not exceeding fifty and holding in the aggregate not more
than ten percent of the total share capital of the company carrying voting rights. A member holding more
than ten per cent of the total share capital of the company carrying voting rights may appoint a single person
as proxy and such person shall not act as proxy for any other person or shareholder.
2. The Register of Members and Share Transfer Books of the Company will remain closed from 11-09-2014 to
19-09-2014 both days inclusive.
3. Members are requested to notify, immediately, any change in their addresses to the Company.
4. Shareholders of the Company may avail the nomination facility by executing the prescribed nomination form which
can be obtained from the Registered Office of the Company.
5. Company's shares are listed at the Cochin Stock Exchange Ltd., MES Dr.P.K.Abdul Gafoor Memorial Cultural
Complex, 36/1565, 4th Floor, Judges Avenue, Kaloor, Cochin-682 017 and Madras Stock Exchange Ltd., Exchange
Building, Post Box No.183, 11, Second Line Beach, Chennai-600001. The Annual Listing fee as prescribed has
been paid to the above Stock Exchanges.
6. If the dividend as recommended by the Board of Directors are approved at the Annual General Meeting, payment
of such dividends will be made after 19-09-2014 to all members in respect of shares held by them as on the date
of the Annual General Meeting, after giving effect to valid transfers in respect of transfer requests lodged with the
Company on or before the close of business hours on 10.09.2014.
7. Members are requested to furnish the Bank Account details in order to enable the Company to mention the same
on the payment instrument, for distribution of dividends to the Investors.
8. Pursuant to provisions of Section 205A (5) and 205C of the Companies Act, 1956, the Company has transferred the
unpaid or unclaimed dividends up to the financial year 2005-06 from time to time on due dates to the Investor
Education and Protection Fund (the IEPF) established by the Central Government Pursuant to the provisions of
Investor Education and Protection fund (Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012. Members who have not encashed their dividend warrants in respect of the above
period are requested to make their claim(s) by surrendering the unencashed warrants immediately to the Company.
Dividend declared for the year 2006-2007 and remaining unpaid or unclaimed is liable to be transferred to the Fund
during the month of October, 2014 and the shareholders are, therefore, advised to claim immediately from the
Company the dividends, if any, for the said year remaining unpaid before they are transferred to the Fund.
All unpaid or unclaimed dividends upto the year 1993-1994 have been transferred to the General Revenue Account
of the Central Government and the shareholders, who have not encashed the dividend cheques for the period upto
1993-1994, are advised to claim the amount from the Registrar of Companies, Kerala at Ernakulam.
9. In terms of clause 49 of the Listing Agreements with the Stock Exchanges, a brief resume of directors who are
retiring by rotation and seeking re-election and Directors to be appointed at this Annual General Meeting is attached
hereto.
10. Members are requested to note that in case of transfers, deletion of name of deceased shareholder, transmission
and transposition of names, in respect of shares held in physical form, submission of attested copy of Pan Card of
the transferee(s), surviving holder(s), legal heir(s) and joint holder(s) respectively, along with necessary documents
at the time of lodgment of request for transfer/transmission/transposition, is now mandatory.
11. EXCLUSIVE E-MAIL ID FOR REDRESSAL OF INVESTOR COMPLAINTS:
In terms of Clause 47 (f) of the Listing Agreement, please use the following contacts for redressal of Investor
Complaints:E Mail:avtregd1@dataone.in or avt.alapuzha@gmail.com
Compliance Officers: Mr.W.D.Nelson / Mr. Manu P Sam
Tel No.0477-2243624/0477-2243625
6

12. The instructions for members for voting electronically are as under:In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management
and Administration) Rules, 2014, the Company is pleased to provide Members facility to exercise their right to vote at
the 77th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting
Services provided by Central Depository Services Limited (CDSL):
In case of members receiving e-mail:
(i)
Log on to the e-voting website www.evotingindia.com
(ii) Click on Shareholders tab.

(iii) Now, select the COMPANY NAME from the drop down menu and click on SUBMIT
(iv) Now Enter your User ID . Members holding shares in Physical Form should enter Folio Number registered with the
Company and then enter the Captcha Code as displayed and Click on Login.
(v) If you are a first time user follow the steps given below.
(vi) Now, fill up the following details in the appropriate boxes:
For Members holding shares
in Physical Form
PAN*
Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
DOB#
Enter the Date of Birth as recorded in the company

records for the said folio in dd/mm/yyyy format.
Dividend
Bank Details#
Enter the Dividend Bank Details as recorded in the company

records for the said folio.
* Members who have not updated their PAN with the Company are requested to use the first two letters of your
name and the sequence number in the PAN field. Eg. If your name is Ramesh Kumar with sequence number 1 then
enter RA00000001 in the PAN field. (Sl. No. mentioned in your address label can be used as Sequence No. for this
purpose)
# Please enter any one of the details in order to login. In case either of the details are not recorded with the
company please enter the <Default Value> in the Dividend Bank details field.
(vii) After entering these details appropriately, click on SUBMIT tab.
(viii) Members holding shares in physical form will then reach directly the Company selection screen.
(ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained
in this Notice.
(x) Click on <Company Name> on which you choose to vote.
(xi) On the voting page, you will see Resolution Description and against the same the option YES/NO for voting.
Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO
implies that you dissent to the Resolution.
(xii) Click on the Resolutions File Link if you wish to view the entire Resolutions.

(xiii) After selecting the resolution you have decided to vote on, click on SUBMIT. A confirmation box will be displayed.
If you wish to confirm your vote, click on OK, else to change your vote, click on CANCEL and accordingly
modify your vote.
(xiv) Once you CONFIRM your vote on the resolution, you will not be allowed to modify your vote.
(xv) You can also take out print of the voting done by you by clicking on Click here to print option on the Voting
page.
(xvi) Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://
www.evotingindia.co.in and register themselves as Corporates. After receiving the login details they have to link
the account(s) which they wish to vote on and then cast their vote. They should upload a scanned copy of the
Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, in PDF
format in the system for the scrutinizer to verify the same.
In case of members receiving the physical copy:
(A) Please follow all steps from sl. no. (i) to sl. no. (xvi) above to cast vote.
(B) The voting period begins on 10th September, 2014, Wednesday (9:00 a.m.) and ends on 12th September, 2014,
Friday (6:00 p.m.). During this period shareholders of the Company, holding shares in physical form as on the cutoff date (record date) of 16th August, 2014, may cast their vote electronically. The e-voting module shall be
disabled by CDSL for voting thereafter.
(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (FAQs)
and e-voting manual available at www.evotingindia.co.in under help section or write an email to
helpdesk.evoting@cdslindia.com.
General Instructions
i)
Mr. V. Suresh, Practising Company Secretary (Membership No. FCS 2969) has been appointed as the Scrutinizer
to scrutinize the e-Voting process in a fair and transparent manner.
ii)
The Scrutinizer shall, within a period not exceeding three(3) working days from the conclusion of the e-Voting
period unblock the votes in the presence of at least two(2) witnesses not in the employment of the Company and
make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.
iii)
The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the
Company as on 16th August, 2014.
iv)
The Results shall be declared at the AGM of the Company. The Results declared along with the Scrutinizer's Report
shall be placed on the Company's website www.rajagirirubber.com and on the website of CDSL within two(2)
days of passing of the resolutions at the AGM of the Company and communicated to the Stock Exchanges.

Statement pursuant to Section 102 (1) of the Companies Act, 2013
SPECIAL BUSINESS:
Item Nos.5 and 6:
The Board of Directors of the Company at their Meeting held on 29th May, 2014 decided to appoint Mrs.Priyalatha
Thomas who is having good trade relations abroad besides fruitful exposure in the plantations industry , as Managing
Director of the Company for a period of three years from 1st June, 2014 to 31st May, 2017 subject to the approval
of the shareholders as required under Section 196 read with Schedule V of The Companies Act, 2013, at the General
Meeting .
The Board of Directors of the Company at their meeting held on 29th May, 2014 had also approved payment of
managerial remuneration to Mrs.Priyalatha Thomas, in consideration of the performance of her duties on her appointment
as Managing Director of the Company, by resolutions passed by the Remuneration Committee of the Board, which
shall be not exceeding the monetary ceiling limit of Rs.3,50,000/- (Rupees Three lakhs fifty thousand only) per month
prescribed in Paragraph (A) in Section II in Part II of Schedule V of the Companies Act, 2013 or such other ceiling limits
as may be statutorily applicable from time to time, computed with reference to Effective Capital of the Company as
prescribed therein during her tenure of office as Managing Director.
Statement of disclosure pursuant to Schedule V to the Companies Act, 2013
The following disclosures are being made in relation to the appointment and payment of remuneration to Mrs.Priyalatha
Thomas, Managing Director.
I
GENERAL INFORMATION ABOUT THE COMPANY :
1.
The Company is mainly engaged in the business of plantations.
2.
The Company is an existing Company, having commenced the business on 2nd June, 1937.
3.
Clause 3 is not applicable since the Company is an existing Company.
4.
Income from operations during 2013-2014 was Rs.3103.16 lakhs and the operating profit before charge of
depreciation was Rs.270.97 lakhs against Rs.3403.28 lakhs and Rs.39.64 lakhs respectively in 2012-2013.
5.
The Company has not made any exports during 2013/14 and 2012/13 and no foreign investments are made by the
Company and the Company has not entered into any foreign collaborations.
6.
The Company has not made any default in repayment of its debts (including public deposits) or interest payable
thereon for a continuous period of thirty days in the preceding financial year.
II
INFORMATION ABOUT APPOINTEE :
1.
Mrs. Priyalatha Thomas, aged 54 years is a post graduate has been with the Company since 1998 as Director and
from 2005 as Executive Director of the Company . She is having good trade relations abroad besides fruitful
experience in the plantation Industry.
2.
Mrs. Priyalatha Thomas, Executive Director has been remunerated during the financial year ended 31st March,
2014 by the Company as detailed hereunder.
Salary
Rs.13,20,000
Contribution to Provident and Other Funds. Rs. 4,11,400

(excluded from computing the ceiling limit)
Rs.17,31,400

3.
Mrs. Priyalatha Thomas has been entrusted with powers of management of General Administration and business
development subject to the superintendence control and directions of the Board of Directors and she is responsible
for the day to day management of the company.
4.
The Remuneration Committee of the Board has proposed managerial remuneration to Mrs. Priyalatha Thomas
within the ceiling limit of Rs.3,50,000/- (Rupees Three lakhs fifty thousand only) per month, as prescribed by
Paragraph (A) in Section II in Part II of Schedule V of the Companies Act, 2013 until otherwise determined by the
Remuneration Committee /Board during the tenure of her appointment commencing from 1st June, 2014 and
ending on 31st May, 2017.
5.
The proposed remuneration package with respect to the industry is not comparable, considering the nature of the
business operations carried on by the Company and its size . However, taking into consideration the profile of the
appointee and the responsibilities entrusted to her, the proposed remuneration is considered to be commensurate
with the remuneration packages given by other companies, though not in the same industry, to similar senior level
appointees
6.
Mrs. Priyalatha Thomas besides receiving remuneration for her services rendered as Managing Director does
not have any other pecuniary relationship with the Company and its managerial personnel.
III
OTHER INFORMATION
(1) In Plantation Industry Production of Rubber was satisfactorily better and the prices realised were marginally
higher. The production of Tea was lower however the prices realised were better. The prices realised in respect of
Cardamom was also lower.
(2) The Company has under taken various measures to improve profitability by effecting operational efficiencies,
besides implementing several cost reduction measures.
(3) The above measures, are expected to yield positive results in the coming years and lead to better financial
performances.
After the special resolutions are passed by the shareholders of the Company in the Annual General Meeting, the
Board of Directors of the Company shall enter into an agreement with the Managing Director Mrs. Priyalatha
Thomas incorporating therein the terms, conditions of her appointment and discharge of functions and duties and
for payment of remuneration to her. A copy of the draft agreement to be entered into with the Managing Director
is available for inspection during office hours on any working day at the Registered office of the Company.
Mrs. Priyalatha Thomas, is interested in the Special Resolutions relating to her appointment and to the extent of
remuneration from the Company . Chairman Mr.Dilip Thomas as husband of Mrs.Priyalatha Thomas is also interested
in the resolutions.
None of the other Directors/Key Managerial Personnel of the Company / their relatives is in any way is concerned
and/or interested, financially or otherwise in the Resolutions.
The Directors recommend the Special Resolutions in Item No.5 & 6 of the Notice for approval of the shareholders.
Item No. 7 & 8:
Mr.K.Suresh, Whole-time Director designated as Executive Director is in-charge of all the business operations of
the Company. Considering his rich experience and considerable knowledge in the plantations industry and his
contribution for the business development of the Company, the Board of Directors at their Meeting held on 7th
August, 2014 decided to appoint Mr.K.Suresh as Joint Managing Director for the period from 7th August, 2014
to 31st May, 2017 for further growth of the Company subject to the approval of the shareholders as required under
Section 196 read with Schedule V of The Companies Act, 2013, at the General Meeting for the appointment of the
Joint Managing Director. He is also appointed as Managing Director by the Board of Directors of The Highland
Produce Company Ltd., with effect from 1st August, 2012 for a period of five years.
10

The Board of Directors of the Company at their meeting held on 7th August, 2014 had approved payment of
managerial remuneration to Mr.K Suresh , in consideration of the performance of his duties as Executive Director/
Joint Managing Director of the Company, by resolutions passed by the Remuneration Committee of the Board,
which shall be not exceeding the monetary ceiling limit of Rs.3,50,000/- (Rupees Three lakhs fifty thousand only)
per month prescribed in Paragraph (A) in Section II in Part II of Schedule V of the Companies Act, 2013 or such
other sum within the higher maximum limit admissible from any of the two companies as applicable and prescribed
in Paragraph (A) in Section II in Part II of Schedule V of The Companies Act, 2013 read together with Section V in
Part II of the said Schedule, computed with reference to Effective Capital of two Companies as prescribed
therein during his tenure of office as Executive Director from 1st June, 2014 to 6th August, 2014 and as Joint
Managing Director from 7th August, 2014 to 31st May, 2017 . It has also been decided the managerial remuneration
to the said Mr.K.Suresh within the ceiling limit shall be shared by this Company with The Highland Produce co. Ltd.
in which Mr.K.Suresh was also appointed as Managing Director, in the proportion at 40% and 60% respectively or
at such proportion as may be decided from time to time by the Board of Directors of this Company and The
Highland Produce Company Limited.
Statement of disclosure pursuant to Schedule V to the Companies Act, 2013
The following disclosures are being made in relation to the appointment and payment of remuneration to Mr.K.Suresh,
Executive Director / Joint Managing Director
I
GENERAL INFORMATION ABOUT THE COMPANY :
1.
The Company is mainly engaged in the business of plantations.
2.
The Company is an existing Company, having commenced the business on 2nd June, 1937.
3.
Clause 3 is not applicable since the Company is an existing Company.
4.
Income from operations during 2013-2014 was Rs.3103.16 lakhs and the operating profit before charge of
depreciation was Rs.270.97 lakhs against Rs.3403.28 lakhs and Rs.39.64 lakhs respectively in 2012-2013.
5.
The Company has not made any exports during 2013/14 and 2012/13 and no foreign investments are made by the
Company and the Company has not entered into any foreign collaborations.
6.
The Company has not made any default in repayment of its debts (including public deposits) or interest payable
thereon for a continuous period of thirty days in the preceding financial year.
II
INFORMATION ABOUT APPOINTEE :
1.
Mr. K.Suresh aged 58 years, and a graduate in Commerce with PG Diploma in Advanced Marketing had held
middle and senior management positions with Hindustan Lever Ltd., Caltex and General Electrical Company
before he joined the Company as Chief Executive Officer on 1st February, 2003. He has rich experience in operations,
marketing, logistics and materials and general management, by holding extensive, multi-management and crossfunctional portfolios with tea plantations division of Hindustan Lever Ltd., his previous employer.
2.
Mr. K.Suresh , Executive Director / Joint Managing Director has been remunerated during the financial year ended
31st March, 2014 by the two companies The Rajagiri Rubber & Produce Company Limited and The Highland
Produce Company Limited as detailed hereunder.
11

The Rajagiri Rubber
& Produce Co.Ltd.
Salary
3.
4.
The Highland
Produce Co. Ltd.
Rs.10,50,000
Rs.10,50,000
Contribution to Provident and Other Funds. Rs. 2,83,500

(excluded from computing the ceiling limit)
Rs. 2,83,500
Allowances and Perquisites
Rs. 4,50,000
-------------------Rs.17,83,500
=======
Rs. 4,50,000
---------------------Rs. 17,83,500
========
Mr. K.Suresh has been entrusted with powers of management of all the business operations of the two Group
Companies, subject to the superintendence control and directions of the Board of Directors and he is responsible
for the day to day management of all the business operations.
The Remuneration Committee of the Board has proposed the following managerial remuneration to Mr. K.Suresh
effective from 1st June, 2014 to 6th August, 2014 as Executive Director and with effect from 7th August, 2014 to
31st May, 2017 as Joint Managing Director until otherwise determined by the Remuneration Committee /Board
within the ceiling limit of Rs.3,50,000/- (Rupees Three lakhs fifty thousand only) per month, as prescribed by
Paragraph (A) in Section II in Part II of Schedule V of the Companies Act, 2013 and shall be shared by this
company and The Highland Produce Company Limited in which Mr. K.Suresh is appointed as Managing Director,
in proportion at 40 % and 60% respectively and /or such other proportion as may be decided from time to time
by the Board /Remuneration Committee thereof of this Company and The Highland Produce Company Limited
during the tenure from 1st June, 2014 to 6th August, 2014 as Executive Director and with effect from 7th August,
2014 to 31st May 2017 as Joint Managing Director.
5.
The proposed remuneration package with respect to the industry is not comparable, considering the nature of the
business operations carried on by the Company and its size. However, taking into consideration the profile of the
appointee and the responsibilities shouldered by him, the proposed remuneration is considered to be commensurate
with the remuneration packages given by other companies, though not in the same industry, to similar senior level
appointees.
6.
Mr. K.Suresh besides receiving remuneration for his services rendered as Executive Director does not have any
other pecuniary relationship with the Company and its managerial personnel.
III
OTHER INFORMATION
(1) In Plantation Industry Production of Rubber was satisfactorily better and the prices realised were marginally
higher. The production of Tea was lower however the prices realised were better. The prices realised in respect of
Cardamom was also lower.
(2) The Company has under taken various measures to improve profitability by effecting operational efficiencies,
besides implementing several cost reduction measures.
(3) The above measures, are expected to yield positive results in the coming years and lead to better financial
performances.
However, operations in the plantations , being highly susceptible to the vagaries of climatic conditions, increase in
productivity and improved financial performances are not measurable with complete certainty.
After the Special Resolutions are passed by the shareholders of the Company in the Annual General Meeting, the
Board of Directors of the Company shall enter into an agreement with the Mr,K.Suresh incorporating therein the
12

terms, conditions of his appointment as Joint Managing Director and discharge of functions and duties and for
payment of remuneration to him.
A copy of the draft agreement to be entered into with the Executive Director/Joint Managing Director is available
for inspection during office hours on any working day at the Registered office of the Company.
Mr. K Suresh is interested in the Special Resolutions relating to his appointment and to the extent of remuneration
from the Company.
None of the other Directors/Key Managerial Personnel of the Company / their relatives is in any way is concerned
and/or interested , financially or otherwise in the Resolutions
The Directors recommend the Special Resolutions in Item No.7 & 8 of the Notice for approval of the shareholders.
Item No.9
As per section 203 of the Companies Act, 2013, which has come into force with effect from April 1, 2014, an individual
shall not be appointed as Chairperson of the Company as well as the Managing Director or Chief executive officer of the
Company or Whole-time Director (s) at the same time after the commencement of this Act unless:
a) the articles of such a company provide otherwise; or
b) the company does not carry multiple businesses.
Since the existing articles does not contain explicit provision, it is suggested to amend the existing articles of the
Company to provide for such an appointment.
The other sub-clause (2) to (5) of clause 152-A(1) of the Articles of Association of the Company will remain same and
unchanged.
None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way concerned or interested,
financially or otherwise, in the resolution.
The Directors recommend the Special Resolutions in Item No.9 of the Notice for approval of the shareholders
Item No.10
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the
Company.
The Board of Directors of the Company at their meeting held on 29th May 2014, have appointed M/s. Rajendran, Mani
& Varier, Cost Auditors, Cochin, to conduct the audit of the cost records of the Company for the financial year ending
March 31, 2015 on a remuneration of Rs 75,000/- (Rupees Seventy five thousand only) per annum and service tax
thereon at the rate applicable plus the reimbursement of out of pocket expenses incurred.
Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No.10 for ratification
of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2015.
None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way concerned or interested,
financially or otherwise, in the resolution.
The Board of Directors recommends the resolution as set out in Item No. 10 of the Notice for approval of the shareholders.
Item No.11
The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered with the Stock Exchanges,
appointed Mr.Sanjeev Mehera as Independent Director, in compliance with the requirements of the clause.
13

Pursuant to the provisions of Section 149 of the Act, every Listed Company is required to have at least one-third of the
total number of directors as Independent Directors, who are not liable to retire by rotation.
Mr.Sanjeev Mehera has given a declaration to the Board that he meets the criteria of independence as provided under
Section 149(6) of the Act. In the opinion of the Board, Mr.Sanjeev Mehera, Director fulfils the conditions specified in the
Act and the Rules framed thereunder for appointment as an Independent Director.
The Company has received Notice in writing from a member along with the deposit of requisite amount under Section
160 of the Act proposing the candidature of Mr. Sanjeev Mehera for the office of Independent Director of the Company.
In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Sanjeev
Mehera as Independent director is now being placed before the members for their approval.
Mr. Sanjeev Mehera is interested in the resolutions set out respectively at Item Nos. 11 of the Notice with regard to his
appointment. None of the other Directors / Key Managerial Personnel of the Company / their relatives is, in any way
concerned or interested, financially or otherwise, in the resolution.
The Board of Directors recommends the resolution as set out in Item No. 11 of the Notice for approval of the shareholders.
For THE RAJAGIRI RUBBER & PRODUCE CO., LTD.
DILIP THOMAS
CHAIRMAN
Chennai
7th August, 2014
14

Information of Directors retiring by rotation seeking re-election and Directors to be appointed
at this Annual General Meeting
(Pursuant to Clause-49 of the Listing Agreements with the Stock Exchanges)
1
Name
Mr. Sanjeev Mehera
Age
56 years
Qualification
B.COM, Post Graduate in Finance
Expertise
Mr. Sanjeev Mehera has considerable experience in

Sales, Management and Finance.
Other Directorships
Position held
A. V. Thomas International Ltd.,
Director
Golfware (India) Private Ltd.,
Director
Value Ads India Private Ltd.,
Director
Name
Mr. K.C Eapen
Age
91 years
Qualification
Expertise
Mr. K.C Eapen has considerable expertise

and experience in the Plantation Industry
Other Directorships
A.V Thomas Exports Limited
Position held
Director
Name
Mr. K.Suresh (Joint Managing Director)
Age
58 Years
Qualification
B.COM, Post Graduate Diploma in Advanced Marketing
Expertise
Mr. K.Suresh had held middle and senior Management

positions with Hindustan Lever Ltd, Caltex and General
Electrical Company. He has rich experience in operations,
marketing, logistics and materials and general
management. He also has considerable experience in
managing plantations and other allied industries.
Other Directorships
Position held
The Highland Produce Co.Ltd
Managing Director
Dalp Trading & Manufacturing Limited
Director
AVT Wood Products Private Limited
Director
Rajagiri Impex Limited
Director
AVT S2 Virtual Lifestyle Private Limited
Director
15

4
Name
Mrs. Priyalatha Thomas (Managing Director)
Age
54 years
Qualification
M.A
Expertise
Mrs. Priyalatha Thomas has vast experience in

Plantation Industry, business management and
in having good business and trade relation abroad.
Other Directorships
Position held
A.The Highland Produce Co.Limited
Director
A.V Thomas International Limited

L.J International Limited
Dalp Trading & Manufacturing Limited
A.V Thomas Leather & Allied Products
Private Limited
:
:
:
Director
Director
Director
Director
AVT S2 Virtual Lifestyle Private Limited
Additional Director
16

DIRECTORS REPORT
Your Directors have pleasure in presenting the SEVENTY SEVENTH ANNUAL REPORT with the Audited Accounts of the
Company for the year ended 31st March, 2014
FINANCIAL RESULTS
Rs
Income from operations & other income
34,47,39,070
Profit before Depreciation
2,70,96,564
Depreciation
1,05,69,577
Profit before Taxation
1,65,26,987
Less: Provision for Taxation
31,00,000
Profit after taxation
1,34,26,987
Add: Surplus brought forward
37,66,728
1,71,93,715
Appropriations:
Transfer to General Reserve
17,00,000
Proposed Dividend on Equity shares @Rs.10/- per share
48,85,000
Provision for Tax on Dividend
8,30,206
Surplus carried forward
97,78,509
1,71,93.715
DIVIDEND
Your Directors are pleased to recommend dividend at Rs.10/- per Equity share (100%) on the paid up Equity Shares of
the Company out of the profits for the year ended 31st March 2014.
OPERATIONS
The Production of Rubber was satisfactorily better during the year and the prices realised were marginally higher when
compared to previous year.
Though the Production of Tea was lower the prices realised were better during the year.
The Production of Cardamom was comparatively better during the year but prices were lower during the year.
LAND MATTERS
The assignment of 3.52 acres of Kuthakapattam Land in Ambikonam Division of Shaliacary Estate is pending following
the rejection of the companys petition, by the Government. However, the Honourable High Court of Kerala has stayed
the Governments Order.
17

The Order of the Taluk Land Board under the Kerala Land Reforms Act, 1968 to surrender 290.85 acres (117.705
Hectares) claimed as excess land in Chulika and erstwhile Poonoor Estate has been confirmed by the Honourable High
Court of Kerala vide judgment dated 24th May 2011 directing to surrender 290.85 acres (117.705 Hectares). In Chulika
200 acres (80.94 Hectares) form part of forest land already vested with the Government. Regarding balance area of
90.85 acres (36.77 Hectares) in erstwhile Poonoor Estate, the Company has taken up with the Taluk Land Board
identifying suitable alternate areas to settle the matter.
Out of the Companys claim of 93.18 acres (37.72 Hectares) as enclaves in Chulika Estate notified by the forest department
as vested, an extent of 21.45 acres (8.68 Hectares) was allowed by the High Court of Kerala. However the forest
department has gone an appeal before the Supreme Court and the matter is pending. In respect of 103.18 acres (41.76
Hectares) in Chulika some of the areas which is not in possession and which has already been sold are now being
appropriately contested before the Honourable High court of Kerala.
The Dispute with regard to 250 acres (101.174 Hectares) in erstwhile Poonoor Estate the matter is pending before the
Land Tribunal Kozhikode in case no.RC/3/2002. It is expected that a favourable order will be passed by the Land
Tribunal at the earliest.
DIRECTORATE
In accordance with the Articles of Association of the Company, Director Mr. K.C.Eapen retires by rotation and is eligible
for re-election
The Board of Directors of the Company have appointed Mrs. Priyalatha Thomas as Managing Director of the Company
for a period of three years from 1st June, 2014 to 31st May, 2017 and Mr.K.Suresh as Joint Managing Director from 7th
August, 2014 to 31st May, 2017 subject to the approval by the share holders in the General Meeting. Necessary
resolutions for the appointment of Mrs.Priyaltha Thomas as Managing Director and Mr.K.Suresh as Joint Managing
Director and payment of remuneration to them are incorporated in the Notice convening the ensuing Annual General
Meeting.
In accordance with the provisions of Section 149 of the Companies Act, 2013 Mr.Sanjeev Mehera, Director of the
Company has been appointed as Independent Director to hold office as per the tenure of appointment mentioned in
the notice calling the Annual General Meeting of the Company.
AUDITORS
M/s Suri & Co. Chartered Accountants, retire and are eligible for re-appointment. The Audit Committee of the Board
has recommended their re-appointment.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges the Management Discussion and Analysis
Report, Report on Corporate Governance with Auditors Certificate on compliance with conditions of Corporate
Governance have been annexed to this Report.
DEPOSITS
The Directors report that there are no unclaimed/unpaid deposits during the year.
PARTICULARS OF EMPLOYEES
None of the employees were drawing remuneration exceeding the limits as prescribed by the Companies (Particulars of
Employees) Rules, 1975 read in conjunction with Section 217(2A) of the Companies Act, 1956.
18

CONSERVATION OF ENERGY
The information required under Section 217 (1) (e) of The Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules 1988, as relating to Tea Division is set out in the Annexure.
Relating to other activities of the Company, the said Rules are not applicable.
TECHNOLOGY ABSORPTION
Considering the nature of the Companys activities there is no technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, the total outgo on Foreign Exchange amounted to Rs 93,03,195/-. Details are set out in
Note 27 item 2 & 3 (b) of the Notes on Accounts. The company has been continuing in exploring the possibilities of
exporting its produces as well as on new foreign projects.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors report that :
(i)
The annual accounts have been prepared by following the applicable accounting standards.
(ii) The accounting policies selected have been applied consistently and judgements and estimates that are reasonable
and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at the end
of the financial year and of the Profit of the Company for the financial year.
(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 1956 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.
SECRETARIAL COMPLIANCE CERTIFICATE
Pursuant to proviso to Section 383 A (1) of The Companies Act, 1956, certificate is obtained from a Secretary in Wholetime practice for filing with the Registrar of Companies and a copy of such certificate is attached to this Report.
COST AUDIT
As required under the Companies (Cost Accounting Records) Rules 2011, the Company filed the Cost Audit Report
along with Cost Compliance Report for the financial year 2012-13 in XBRL format.
The Board of Directors on the recommendation of the Audit Committee and subject to the ratification of payment by
the shareholders , had re-appointed M/s.Rajendran, Mani & Varier, Cost Accountants, Cochin to conduct the Cost
Audit for the financial year 2014-2015.
GENERAL
Your Directors take this opportunity to place on record their appreciation of the contribution made by the employees
at all levels to the operations of the Company. The Directors also thank the Bankers of the Company for the cooperation and assistance extended to your Company.
DILIP THOMAS
CHAIRMAN
Chennai,
7th August, 2014
19

ANNEXURE 1
FORM A
(See Rule 2)
Form for disclosure of particulars with respect to conservation of energy
CHULIKA ESTATE
Year : 2013 / 2014
A.
POWER AND FUEL CONSUMPTION

1. Electricity
a) Purchased
Unit (Kwh)
Total Amount (Rs.)
Rate/Unit (Rs.)
b) Own Generation
Unit (Kwh)
Unit per litre of HSD oil
Cost/Unit (Rs.)
8,63,173
54,23,756
6.28
32,682
2.50
29.63
2. Firewood
Quantity (Kgs.)
Total Cost (Rs.)
Average Cost (Rs.)
B.
26,12,000
60,59,639
2.32
Consumption per unit of production:

Production - Tea (Kgs.)
Units (KSEB + GENERATOR)
8,22,163
8,95,855
Electricity (KWH/kg of tea produced)

Firewood (Kgs/kg of tea produced)
1.09
3.18

Chennai,
29th May, 2014
DILIP THOMAS
Chairman and Managing Director
20

MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The performance of Plantation Segment with regard to industry structure and development, opportunities and threats,
segment wise performance, outlook, risks and concerns, internal control systems and its adequacy, discussion on
financial performance with respect to operational performance and material developments in Human Resources/Industrial
Relations Front, including number of people employed is analysed in detail below :1) BUSINESS PROFILE
The Company is engaged in Plantation activity and the crops dealt with by the Company are Rubber, Tea, Cardamom
and minor produce. The Company has three estates i.e. Chulika Estate situated at Meppadi, S. Wayanad, Wayanad
District, Kerala, Rajagiri Estate situated at Koodal, Pathanamthitta District, Kerala and Shaliacary Estate situated
at Punalur, Kollam District, Kerala.
While tea and cardamom are cultivated at Chulika Estate spanning an area of 414.99 Hectares, rubber is cultivated
at Rajagiri & Shaliacary Estates, which has an area of 315.27 & 616.27 Hectares respectively. The estates are
equipped with its own manufacturing and processing facilities. While Tea and Cardamom are sold through auction
and private sale, Rubber and Spices are sold through private sale only.
2) INDUSTRY SCENARIO
Except for Rubber, sale prices of other crops have shown improvement.
3) PERFORMANCE
During the year under review, sales decreased by 8.8 %. The company has posted an operating profit of Rs. 165
lakhs, compared to the loss of Rs. 69 lakhs in the previous year. The summary of the performance is given below:-
31.03.2014
Rs.Lakhs
31.03.2013
3103.16
3403.28
344.23
216.13
Total Income
3447.39
3619.41
Material Cost
670.47
1145.57
2445.27
2383.08
331.65
90.76
60.68
51.12
Depreciation
105.70
108.39
Operating Profit for the year
165.27
(68.75)
Sales
Other Receipts
Expenses
Profit before Interest and Depreciation
Interest
4) OPPORTUNITIES AND THREATS

a. Opportunities
Market potential is there for Tea & Cardamom which however is constrained by stiff competition from global,
national and local players. In respect of Rubber, better potential is there for value added products.
b. Threats
Any recession in general economy may affect the plantation industry also. The major threat for plantation industry
is the yearly increase in cost of production which is not at all proportionate with the increase in sale realization,.
Moreover, plantation crops are generally prone to vagaries of nature and erratic monsoon.
21

5) OUTLOOK
The outlook for the industry depends on (a) consistent demand for Plantation Crops throughout the year (b) a
higher realization commensurate with the cost of production and (c) the growth of packet tea segment. The Company
has been constantly endeavoring on this. Quality upgradation and attainment of cost efficiency are the prime
missions of the Company. Plant modernization and field development have been undertaken with the above
missions in mind.
6) RISKS AND CONCERNS
With regard to the business risk, the same has been dealt with under Opportunities and Threats stated above.
As regards general risk, the company follows a minimal risk business strategy as given below:Particulars
Risk minimizing steps
Fixed Assets and Current Assets
The company has taken adequate insurance coverage of its

fixed assets and current assets which will minimize the
impact of another event or development
Financial Risk
The company has a conservative debt policy.

The debt component is very marginal
7) INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has appropriate and adequate internal controls and also has appointed a leading firm of Chartered
Accountants as Internal Auditors to cover Internal Audit of the Company. The Internal Audit coverage is adequate
to ensure that the assets of the company are safeguarded and protected and there is regular review by Management
on policies, internal controls and procedures and also internal audit reports.
8) FINANCIAL PERFORMANCE ANALYSIS
During the year under review, total sales revenue of the Company was Rs. 3103 Lacs as against Rs. 3403 Lacs
during the previous year.
During the year tea production including Bought Leaf has marginally decreased to 822 MT from 951 MT during the
previous year. Rubber production has increased to 903 MT during the year compared to the production of 822 MT
in the previous year. Cardamom production also increased to 23 MT during the year from 16 MT during the
previous year.
Other receipts have recorded an income of Rs.344 Lacs as against Rs. 216 Lacs during the previous year.
9) INFORMATION TECHNOLOGY
The company has upgraded all its information systems resources and review of the same is done on a periodic
basis.
10) HUMAN RESOURCES
The company attaches significant importance to continuous up gradation of Human Resources for improving the
productivity of employees at all levels leading to improvement in quality of the produce, which will ensure a better
customer satisfaction and a higher growth. As a part of HR strategy, training programmes are organised for
employees at all levels. As on 31st March 2014, the company has an employee strength of 752 nos.
11) CAUTIONARY STATEMENT
The analysis given above may contain certain statements which are futuristic in nature. Such statements represent
the intention of the Management and the efforts put in by them to realise certain goals. The success in realising
these goals depends on various factors, both internal and external. Therefore, the investors are requested to make
their own independent judgments by taking into account all relevant factors before taking any investment decision.
22

Corporate Governance
Pursuant to clause 49 of the Listing Agreement with Stock Exchanges, the Company submits the report on the matters
mentioned in the said clause and the practices followed by the Company.
COMPANYS PHILOSOPHY ON THE CODE OF GOVERNANCE:
The basic objective of the Corporate Governance policies adopted by the Company is to attain the highest levels of
transparency, accountability and integrity. Your Company believes that Good Corporate Governance enhances the
trust and confidence of all the stakeholders.
The Company had laid down the following code of conduct for its Board of Directors and Senior Management Personnel.
Code of conduct:
This code of conduct is applicable to all the Directors and Senior Management personnel which includes executives
who are in the grade of General Manager and above. In performing their functions, the Directors and senior management
personnel of the Company shall :
a. Act honestly, diligently and use the powers of office in good faith and in the best interest of the company as a
whole.
b. Adopt the highest standards of personal ethics, integrity, confidentiality and discipline in dealing with all matters
relating to the company.
c. Always adhere and confirm to the various statutory and mandatory regulations/guidelines applicable to the operations
of the company and avoid violation or non -compliance.
d. Be independent in judgement and action and take all reasonable steps to be satisfied as to the soundness of all
decisions taken by the Board.
e. Use due care and diligence in performing their duties of office and in exercising their powers attached to that office.
f.
Avoid personal interest to conflict with the interest of the company.
g. Conduct themselves and their activities outside the company in such manner as not to adversely affect the image
or reputation of the company.
h. Not make improper use of information nor take improper advantage of their position.
i.
Maintain the confidentiality of information (price sensitive or otherwise) they receive while being an officer of the
Company.
j.
Treat all employees with dignity, respect and concern and treat them on parity at all times.
k. Be receptive to the problems of shareholders and customers and solve them in the best manner possible consistent
with the interest of the company.
l.
Bring to the attention of the Chairman or management, any sensitive information one may independently receive
which is relevant to the interest of the company.
All Directors and senior management personnel shall affirm compliance with this code on an annual basis.
1. BOARD OF DIRECTORS :
The Board of Directors of the Company, headed by an Executive Chairman consists of following six Directors, as
on 31st March,2014 categorised as under.
23

a)
Executive Chairman
Promoter
b)
c)
Mr. DilipThomas ( Chairman and Managing Director)
Executive Directors
Promoter
Mrs. Priyalatha Thomas ( Executive Director)
Non Promoter
Mr. K.Suresh ( Executive Director)
Non Executive Directors

Independent
Mr. K.C Eapen

Mr. K.S Manian
Mr. Sanjeev Mehera
Disclosure of relationship between Directors Inter-Se ( Relatives within the meaning of Section 6 of the
Companies Act, 1956)
(i) Chairman and Managing Director Mr. Dilip Thomas is related to Executive Director Mrs. Priyalatha Thomas
(ii) Executive Director Mrs. Priyalatha Thomas is related to Chairman and Managing Director Mr. Dilip Thomas
3. Board Meetings
Number of Board Meetings held and the dates on which they were held
During the year 2013 2014, the Board met four times. The dates on which the meetings were held are as follows:
29.05.2013, 01.08.2013, 01.11.2013 05.02.2014.
24

The attendance of each Director at the Board Meetings, last Annual General Meeting and the Number of their Directorship
and Chairmanship / Membership of Committee of each Director in other companies are as under :Director
Category
Mr.Dilip Thomas *
Mrs.Priyalatha Thomas *
Mr.K.Suresh *
Mr.K.S.Manian
Mr.K.C Eapen
Mr.Sanjeev Mehera
Chairman and
Managing
Director
No. of Board
Meetings
attended
Last AGM
attendance
(Yes / No)
No. of
Director-ships other than
The Rajagiri Rubber and
Produce Co. Ltd. and
Private Ltd Companies
No. of Membership in
Board Committee (Other
than The Rajagiri Rubber
and Produce Co. Ltd.)
Whether
Chairman /
Member
Yes
Seven
None
None
Executive
Director
No
Four
None
None
Executive
Director
Yes
Three
None
None
Non-Executive
Dirtector
No
One
None
None
Non-Executive
Director
No
One
None
None
Non-Executive
Director
No
One
None
None
* Mr.Dilip Thomas resigned as Managing Director of the Company after the close of the business on
31st May, 2014.
* Mrs.Priyalatha Thomas was appointed as Managing Director of the Company with effect from 1st June 2014.
* Mr.K.Suresh was appointed as Joint Managing Director of the Company with effect from 7th August, 2014
Shareholding of Non-Executive Directors as on 31.3.2014
Name of the Director
No. of Equity
Shares held
Percentage
Mr.K.S Manian
9252
1.89
Mr.K.C Eapen
95
0.01
Mr.Sanjeev Mehera
4. AUDIT COMMITTEE :
The Audit Committee consists of three members as on 31st March, 2014 viz; two Non Executive Independent
Directors and one Executive Director
Names of the Members :
Mr.Sanjeev Mehera (Chairman)
Mr.K.S Manian
Mr.K.Suresh
All members of the Audit Committee are financially literate.
The committee met four times on 29.05.2013, 01.08.2013, 01.11.2013, 05.02.2014.
25

The attendance of Members of the Audit Committee Meetings are as follows.
Members
No. of Audit Committee

Meeting Attendance
Mr. Sanjeev Mehera
Mr. K.S Manian
Mr. K.Suresh
The brief description of terms of reference of the Audit Committee are :

a. Oversight of Companys financial reporting process and the disclosure of its financial statements.
b. Review of accounting and financial policies and practices.
c. Review of Internal Control and Internal Audit System.
d. Review of Management discussion and analysis of financial condition and results of operations and also includes
the following:
To investigate any activity within its terms of reference
To seek information from any employee
To obtain outside legal or other professional advice.
5. REMUNERATION COMMITTEE
The Remuneration Committee comprises of three Non-Executive Independent Directors Viz Mr. K.S Manian,
Mr. K.C Eapen & Mr. Sanjeev Mehera. The Remuneration Committee was constituted to recommend and approve
the remuneration packages to the Managing Director and whole-time Directors whenever required.
The details of remuneration paid to all the Directors for the year are as under :
Remuneration
Rs.
Sitting Fees
Rs.
Contribution to PF
& Other Funds
Rs.
Total
Rs.
30,00,000
NA
9,35,000
39,35,000
13,20,000
NA
4,11,400
7,31,400
15,00,000
NA
2,83,500
17,83,500
Mr.K.C Eapen
N.A
30,000
N.A
30,000
Mr.K.S Manian
N.A
80,000
N.A
80,000
Mr.Sanjeev Mehera
N.A
80,000
N.A
80,000
Name
Mr.Dilip Thomas *
(Chairman and Managing Director)
Mrs.Priyalatha Thomas *
(Executive Director)
Mr.K.Suresh *
(Executive Director)
* Mr.Dilip Thomas resigned as Managing Director of the Company after the close of the business hours on
31st May, 2014. Mrs. Priyalatha Thomas was appointed as Managing Director of the Company on 1st June 2014.
Mr.K.Suresh was appointed as Joint Managing Director of the Company with effect from 7th August, 2014
26

The Company pays Sitting Fees to all the Non-Executive Directors at the rate of Rs.10,000/- for each meeting of the
Board and Rs.10,000/- for each meeting of the Remuneration Committee and Audit Committee attended by them.
The Sitting Fees payable for Shareholders / Investors Grievance Committee is Rs 10,000./- for attending each
meeting of the Committee.
Payment of remuneration to the Managing Director and Whole Time Directors is governed by the resolutions
passed by the Remuneration Committee and Board and also approval by way of Resolutions passed by the
shareholders.
6. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE:
The Board has constituted a Shareholders / Investors Grievance Committee comprising of non Executive Directors
Mr. Sanjeev Mehera, Mr. K.S Manian and Mr. K.Suresh, Executive Director as Members of the Committee.
Mr. Sanjeev Mehera .is the Chairman of the Shareholders / Investors Grievance Committee. The Board has designated
Mr. Manu P Sam, General Manager (Finance) of the Company as Compliance Officer.
There was no Investor Complaints pending as on 31st March, 2014.
7. GENERAL BODY MEETINGS :
a. Location and time of last three Annual General Meetings held.
Year
Venue
Date
Time
2010 - 11
W-21 / 674, Beach Road, Alleppey 688 012
02.09.2011
11.00 AM
2011 - 12
- do -
14.09.2012
11.00 AM
2012 - 13
- do -
13.09.2013
11.00 AM
b.
Special Resolutions :
No Special Resolution was passed for the year 2012-13.
c.
Postal Ballot :
There were no resolutions requiring approval through Postal Ballot during the year
8. DISCLOSURES :
(i) Related party transactions during the year have been disclosed in notes forming part of accounts as required
under the Accounting Standard 18 issued by the Institute of Chartered Accountants of India. There were no
materially significant related party transactions with Directors / Promoters / Management which had potential
conflict with the interests of the Company at large.
(ii) There are no non-compliance by the Company and no penalties, strictures imposed on the Company by stock
Exchanges or SEBI or any statutory authority on any matter related to capital markets, during the last three
years.
(iii) There has been no pecuniary relationship or transactions between the Company and Non-Executive Directors
during the financial year 2012 -2013.
(iv) The Company is rigidly following the prescribed Accounting Standards in all respects. There is no deviation
whatsoever.
(v) As per Clause 49 (V) of the Listing Agreements, the Executive Director and the General Manager-(Finance) have
certified to the Board on their review of financial statements and Cash Flow statements for the year ended 31st
March, 2014 in the form prescribed by Clause 49 of the Listing Agreements.
(vi) WHISTLE BLOWER POLICY:
Presently, the Company does not have whistle blower policy.
27
9. COMPLIANCE WITH CORPORATE GOVERNANCE NORMS :

The Company has complied with all the mandatory requirements of Corporate Governance norms as enumerated
in Clause 49 of the Listing Agreement with the Stock Exchanges.
10. MEANS OF COMMUNICATION
The Unaudited Quarterly and Audited Annual Financial results are sent to the Cochin and Madras Stock Exchanges,
where the shares of the Company are listed. The results are also published in Trinity Mirror and Desabhimani
11. GENERAL SHAREHOLDER INFORMATION :
(i)
Annual General Meeting

- Date and Time
- Venue
Friday, 19th September, 2014 at 11.00 A.M.

At the Registered Office : W-21 / 674, Beach Road, Alappuzha 688 012.
(ii)
Financial Calendar
Unaudited Results for the quarter ending 30.6.2014 Before 15.08.2014

Audited Financial Results for the year ending 31.3.2015 Before end of May, 2015
(iii)
Dates of Book closure
11th September, 2014 to 19th September, 2014
(iv)
Dividend Payment date
14th, October 2014
(v)
Listing on Stock Exchanges
Cochin and Madras Stock Exchanges.

The Annual Listing Fees prescribed has been paid to the above Stock Exchanges.
(vi)
Stock Code
Scrip Code : RRP
(vii)
Market Price Data
Cochin Stock Exchange
Last Business done 9th September, 1994

Quoted at Rs.44.00 per share
Madras Stock Exchange
Last Business done 8th December, 2000

Quoted at Rs.12.00 per share
28

12. SHARE TRANSFER SYSTEM
The Companys shares are not traded in the stock exchanges in demat mode. The transfer of shares of the Company
are in physical mode. Share transfers are normally effected and the share certificates are returned to the transferees
within the stipulated period from the date of receipt subject to the documents being complete and valid in all respects.
a. Distribution of Shareholding as on 31.3.2014
No. of Equity Shares
Shareholders
Number
Number
Upto 500
737
91.33
98406
20.14
501 1000
43
5.33
31659
6.48
1001 2000
17
2.11
24992
5.12
2001 3000
0.12
2400
0.49
3001 4000
0.12
3743
0.75
4001 5000
0.12
4024
0.82
5001 10000
0.12
9252
1.89
10001 & above
0.75
314024
64.29
807
100.00
488500
100.00
b. Pattern of Shareholding as on 31.3.2014

Category
Promoters & Promoter Group
Percentage
240989
49.33
50354
10.31
NRIs
3465
0.71
Bodies Corporate
8023
1.64
Public
185669
38.01
TOTAL
488500
100.00
Banks and Financial Institutions
c. Dematerialisation of shares
The shares of the Company are not under compulsory dematerialization.
13. The Company has not issued any Global Depository Receipts / Warrants and Convertible Bonds.
29

14. PRODUCTION CENTRES
NAME OF ESTATE
NATURE OF PRODUCE
Chulika, Meppadi
Shaliacary, Punalur
Rajagiri, Koodal
Tea & Cardamom

Rubber
Rubber
15. ADDRESS FOR CORRESPONDENCE / SHARE TRANSFERS/ TRANSMISSIONS :

1. Cameo Corporate Services Limited.
(Unit:The Rajagiri Rubber and Produce Company Limited)
Subramanian Building 1st Floor,
No.1, Club House Road, Chennai-600 002.
2. The Rajagiri Rubber and Produce Company Limited
Regd.Office : W-21/674,
Beach Road, Alleppey-688 012
Tel: 0477-2243624 Fax: 0477-2243626
Email : avtregd1@dataone.in
Email : avt.alapuzha@gmail.com
DECLARATION
It is hereby declared that all the Board Members and Senior Management Personnel of the Company have affirmed to
and complied with the Code of Conduct laid down by the Company for the financial year 2013-2014
For THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED
Sd/- K.Suresh
Joint Managing Director
Chennai
7th August, 2014
30

AUDITORS CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE
GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT
TO
THE MEMBERS OF
THE RAJAGIRI RUBBER & PRODUCE COMPANY LIMITED
We have examined the compliance of conditions of corporate governance by The Rajagiri Rubber & Produce Company
Limited (the Company), for the year ended on 31st March 2014, as stipulated in Clause 49 of the Listing Agreement
of the Company with the stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to procedures and implementation thereof, adopted by the company for ensuring the compliance of the conditions
of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing
Agreement.
We further state no investor grievances are pending for the period exceeding one month against the Company as per
the records maintained by the company .
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For SURI & CO.
Firm Regn.No.004283S
G. RENGARAJAN
Partner
Membership No. 219922
Place : Chennai
Date : 29th May 2014
31

COMPLIANCE CERTIFICATE
CIN : L25191KL1937PLC000979
Paid-up Capital: Rs.48,85,000/-
To
The Members of
The Rajagiri Rubber&Produce Company Limited
W-21/674, Beach Road.
Alleppey, Kerala , Pin:688012
We have examined the registers, records, books and papers of The Rajagiri Rubber and Produce Company Limited as
required to be maintained under the Companies Act, 1956, and the rules made there under and also the provisions
contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31stMarch,
2014. In our opinion and to the best of our information and according to the examinations carried out by us and
explanations furnished to us by the company, its officers and agents, we certify that in respect of the aforesaid financial
year:
1.
The Company has kept and maintained all registers as stated in Annexure `A to this certificate, as per the provisions
and the Rules made there under and all entries therein have been duly recorded.
2.
The Company has duly filed the forms and returns as stated in Annexure `B to this certificate, with the Registrar of
Companies, Regional Director, Central Government, Company Law Board or other authorities within the time
prescribed under the Act and the rules made there under.
3.
The Company being Public Limited, provisions of Section 3(I) (iii) are not applicable
4.
The Board of Directors duly met four times respectively on 29/05/2013, 01/08/2013, 01/11/2013, 05/02/2014 in
respect of which meetings proper notices were given and the proceedings were properly recorded and signed in
the Minutes Book maintained for the purpose.
5.
The Company closed its Register of Members, from 03/09/2013 to 13/09/2013 and necessary compliance of
Section 154 of the Act has been made.
6.
The Annual General Meeting for the financial year ended on 31/03/2013 was held on 13/09/2013 after giving due
notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book
maintained for the purpose.
7.
No extra-ordinary general meeting was held during the financial year.
8.
The company has not advanced any loans to its Directors or persons or firms or companies referred to under
Section 295 of the Act during the financial year.
9.
The company has duly complied with the provisions of section 297 of the Act in respect of contracts specified in
that section.
10. The company has made necessary entries in the register maintained under Section 301of the Act wherever applicable.
11. As there were no instances falling within the purview of Section 314 of The Companies Act, 1956, the company has
not obtained any approval from the Board of Directors, Members or Central Government.
12. The Company has notissued any duplicate share certificates during the financial year.
32

13. (i)
The company has delivered all the certificates on lodgment thereof for transfer / transmission or any other
purpose in accordance with the provisions of the Act.
(ii) The company has deposited the amount of dividend declared in a separate bank account on 14/09/2013
which is within 5 days from the date of declaration of dividend.
(iii) The Company has paid / posted demand drafts/ dividend chequesto themembers with in a period of 30 days
from the date of declaration and that all unclaimed or unpaid dividend has been transferred to unpaid
dividend account of the Company with Bank of Baroda on 15/10/2013.
(iv) The Company has transferred the amounts in unpaid dividend account in respect of the year 2005-2006 which
have remained unclaimed/ unpaid for a period of seven years to Investor Education and Protection Fund on
18.10.2013.
(v) The company has duly complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the company is duly constituted.There was no appointment of additional Director/
alternate Director or Director to fill casual vacancy during the year. However, Mr.Sanjeev Mehera was appointed as
the Director at the Annual General Meeting, liable to retire by rotation.
15. There was no appointment of Managing / wholetime Director during the year under review.
16. The company has not appointed any sole selling agent during the financial year.
17. The Company was not required to obtain any approvals from the Central GovernmentCompany Law Board,
Regional Director, Registrar and/or such authorities as per the provisions of the Act during the financial year.
18. The Directors have disclosed their interest in other firms/companies to the Board ofDirectors pursuant to the
provisions of the Act and the rules made thereunder.
19. The company has not issued any shares/debentures, during the financial year.
20. The company has not bought back any shares during the financial year.
21. There was no redemption of preference shares or debentures during the financial Year.
22. There were no transactions necessitating the company to keep in abeyance the rights to dividend, rights shares
and bonus shares pending registration of transfer of shares.
23. The company has complied with the provisions of Section 58A and 58AA read with Companies (Acceptance of
Deposits) Rules 1975/ the applicable Directions issued by the Reserve Bank of India or any other authority in
respect of deposits accepted, amounting to Rs.3,50,46,000/- raised by the company during the year and the
company has filed the text of advertisement as required, with the Registrar of Companies Kerala on 07/09/2013.
The Company has also filed the Return of Deposit with the Registrar of Companies Kerala on 28/06/2013.
24. The amounts borrowed by the company from Directors, Members, Public, Financial Institutions, Banks and others
during the financial year are within the borrowing limits of the company and that necessary resolutions as per the
Section 293(1) (d) of the Act have been passed in duly convened Annual General Meeting.
25. The company has made loans and investments in other bodies corporate in compliance with the provisions of the
Act and has made necessary entries in the register kept for the purpose. The company has not given guarantees
or provided securities to other bodies corporate.
26. The company has not altered the provisions of the Memorandum with respect to situation of the companys
Registered Office from one state to another during the financial year under scrutiny.
33

27. The Company has not altered the provisions of the memorandum with respect to the objects of the Company
during the year under scrutiny
28. The company has not altered the provisions of the Memorandum with respect to name of the company during the
year under scrutiny.
29. The company has not altered the provisions of the Memorandum with respect to share capital of the company
during the year under scrutiny.
30. The company has not altered its Articles of Association during the financial year.
31. According to the information given, no prosecution was initiated against or showcause notices received by the
company for offences under the Act and also no fines or penalties or any other punishment imposed on the
Company
32. According to the information given,the company has not received any security deposit from its employees during
the year.
33. According to the information given, the company has neither constituted any Fund nor created any Trust under
Section 418 of the Companies Act, 1956 during the financial year. However, it has deposited both Employees and
Employers contribution with the prescribed authorities.
PLACE: CHENNAI
DATE: 29.5.2014
V.SURESH
PRACTISING COMPANY SECRETARY
C.P.NO.6032
34

ANNEXURE A
Registers as maintained by the Company
1. Register of Investments.
2. Register of Deposits under rule 7 of the Companies (Acceptance of Deposits) Rules 1975
3. Register of Charges u/s143/ Copies of Instruments Creating Charges u/s 136
4. Register of Members u/s 150 and Index of Members u/s 151
5. Registers and Returns u/s 163
6. Minutes of Meetings- Board/ /Shareholders
7. Books of Accounts
u/s 209
8. Register u/s 301

9. Register u/s 303
10. Register of Directors Shareholdings u/s 307
11. Register of Investments or Loans made /Guarantee or Security Provided u/s 372A
12. Register of renewed and duplicate certificates under rule 7 of the Companies
(Issue of Share Certificate) Rules 1960.
13. Register of destruction of Records or Documents.
PLACE: CHENNAI
DATE: 29.5.2014
V.SURESH
C.P.NO.6032
35

ANNEXURE B
Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government
or other authorities during the financial year ending on 31st March, 2014.
Form No.
Filed u/s
Form 23C
233 B (2)
Form 62
Rule 58A
Form 62
For
Date filed
Whether
filed in time
Appointment of Cost Auditor for the

year 2013/2014
19/06/2013
Yes
Return of Deposits
28/06/2013
Yes
07/09/2013
Yes
Compliance Certificate for the year

ended 31.03.2013
03/10/2013
Yes
Appointment of Director
Mr.Sanjeev Mehera
04/10/2013
Yes
Rule 4(4) of
Text of Advertisement
Companies
(Acceptance of
Deposits)
Rules 1975
Form 66
383A
Form 32
303 (2)
Form 20 B
159
Annual Return for Annual General

Meeting held on 13.09.2013
11/11/2013
Yes
Form 5 INV
Rule 3 of the
IEPF Rules
2012
Details of unpaid and unclaimed

amounts lying with the Company
as on 31.3.2012
17/07/2013
Yes
Form 1
XBRL
209(1) (d)
Cost Audit Compliance Report

for 2012-2013
27/09/2013
Yes
36

ANNEXURE B (Contd.)
Form No.
Filed u/s
Form 23 AC
and
Form 23ACA
XBRL
220
Form 1
For
Date filed
Whether
filed in time
Balance sheet and Profit and Loss

account for the year ended
31.03.2013
12/10/2013
Yes
Rule 3 of the Transfer to Investor Education and

Investor
Protection Fund Unpaid Dividend
Education and for 2005 - 06
Protection
Fund
(Awareness
and Protection
of Investors)
Rules 2001
17/02/2014
Yes
PLACE: CHENNAI
DATE: 29.5.2014
V.SURESH
C.P.NO.6032
37

INDEPENDENT AUDITORS REPORT
To the Members of
Report on the Financial Statements
We have audited the accompanying financial statements of THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED
(the Company) which comprise the Balance Sheet as at 31-Mar-2014, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Management is responsible for the preparation of these financial statements that give a true and fair
view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting
Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (the Act) read with the General
Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies
Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the Companys preparation and fair presentation of the financial statements
in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control. An audit also includes evaluating the appropriateness of
accounting policies used and the reasonableness of the accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the financial statements
give the information required by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;
(b) in the case of the Statement of Profit and Loss, of the Profit for the year ended on that date and ;
(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
38

Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central Government of
India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purpose of our audit;
b. in our opinion proper books of account as required by law have been kept by the Company so far as appears
from our examination of those books ;
c. the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in
agreement with the books of account ;
d. in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the
Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 read with the
General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133
of the Companies Act, 2013;
e. on the basis of written representations received from the directors as on 31-Mar-2014, and taken on record by
the Board of Directors, none of the directors is disqualified as on 31-Mar-2014 from being appointed as a
director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956; and
f.
Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under
section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the
manner in which such cess is to be paid, no cess is due and payable by the Company.
For SURI & CO.
G. RENGARAJAN
Partner
Place : Chennai
39

ANNEXURE TO THE REPORT OF THE AUDITORS TO THE MEMBERS OF
i)
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation
of Fixed Assets.
b) Physical verification of major items of these assets has been conducted by the Management during the
financial year and no material discrepancies were noticed on such verification. In our opinion, procedures
followed by the management is reasonable having regards to the size of the Company and the nature of its
assets.
(c) No substantial part of Fixed Assets of the company has been disposed off during the year and therefore, do
not affect the going concern assumptions.
ii)
(a) Physical verification of inventory has been conducted by the Management at reasonable intervals.
(b) The procedures of physical verification of inventory followed by the Management are reasonable and
adequate in relation to the size of the Company and the nature of its business.
(c) The Company has maintained proper records of inventory and no material discrepancies have been noticed
on physical verification of inventory as compared to book records.
iii) (a) The Company has not granted any loans, secured or unsecured, to Companies, firms or other parties
covered in the register maintained under Section 301 of the Companies Act, 1956 and hence the
clauses (iii) (a), (b), (c) & (d) of the Order are not applicable.
(b) The company has taken unsecured loan from one of the director amounting to Rs. 10 Lakhs during the year.
The maximum amount outstanding during the year was Rs. 10 Lakhs and the year end balance is Rs. 10
Lakhs.
(c) The rate of interest and other terms and conditions on which the loan is taken are not, prima facie, prejudicial
to the interest of the Company.
(d) The Company is regular in repaying the principal amount and interest.
iv) In our opinion and according to the information and explanation given to us, there is an adequate internal control
system commensurate with the size of the Company and the nature of its business for the purchase of inventory,
fixed assets and for the sale of goods and services. We have not observed any major weakness in the internal
control system during the course of our audit.
v)
(a) In respect of the contracts or arrangements referred to in Section 301 of the Act, to the best of our knowledge
and according to the information and explanation given to us, the particulars of the contracts or arrangements
have been entered in the register required to be maintained under that Section.
(b) In our opinion and according to the information and explanations given to us, the transactions made in
pursuance of contracts or arrangements entered in the register maintained under section 301 of the Act and
exceeding the value of five lakh rupees in respect of any party during the year have been made at prices,
which are reasonable having regard to prevailing market prices at the relevant time.
vi) The Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section
58A and 58AA or other provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits)
Rules, 1975 with regard to the deposits accepted from the public.
vii) The Company has an internal audit system commensurate with its size and nature of its business.
viii) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained
by the company pursuant to the Companies (Cost Accounting Records) Rules,2011 prescribed by the Central
Government for the maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956 and we are
of the opinion that prima facie the prescribed accounts and records have been made and maintained.
ix) (a) The Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident
Fund, Investor Education and Protection Fund, Employees State Insurance, Income tax, Sales tax, Wealth tax,
Service Tax, Customs duty, Excise duty, Cess and other statutory dues applicable to it. No undisputed
statutory dues were outstanding as at the last day of the financial year for a period of more than six months
from the date they became payable.
40

(b) The details of disputed statutory dues which have not been deposited are as under:
Name of the
Statute
Nature of the dues
Kerala General
Salestax Act &
Central Sales
Tax Act
KGST
AY 1983-84 & 1998-99
Amount
(Rs.)
79,400
CST
AY 1990-91 to 1994-95,
1996-97, 1998-99 to
2001-02, 2003-04
KGST
AY 1990-91, 1996-97,
1998-99 to 2000-01
Kerala Value
added Tax Act
x)
xi)
xii)
xiii)
xiv)
xv)
xvi
xvii)
xviii)
xix)
xx)
xxi)
KVAT AY 2005-06,
2006-07, 2008-09 to 2010-11
Forum where
dispute is pending
Kerala Agricultural
Income Tax & Sales Tax
Appellate
16,44,165
Deputy Commissioner
(Appeals)
7,29,245
Deputy Commissioner
(Appeals)
68,13,802
Deputy Commissioner
(Appeals)
The Company does not have accumulated losses at the end of the financial year. The Company has not incurred
any cash loss in the current financial year and in the immediately preceding financial year.
The Company has not defaulted in repayment of dues to banks/ financial institutions.
The Company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.
The Company is not a Chit Fund or a Nidhi/Mutual Benefit Fund/Society.
The Company is not dealing or trading in shares, securities, debentures or other investments.
The Company has not given any guarantee for loans taken by others from banks or financial institutions.
The Company has applied the term loans for the purpose for which they were obtained.
According to the information and explanations given to us, no funds raised on short-term basis have been used for
longterm investment.
The Company has not made any preferential allotment of shares during the year.
The Company has not issued any debentures.
The Company has not raised any money by public issues during the year.
According to the information and explanations given to us, no fraud on or by the company has been noticed or
reported during the year.
For SURI & CO.
G. RENGARAJAN
Partner
Place : Chennai
41

BALANCE SHEET AS AT 31ST MARCH 2014
NOTES
I.
EQUITY AND LIABILITIES:

(1) Shareholders Funds:
(a) Share Capital
(b) Reserves and Surplus
As at 31-03-2014
Amount in `
As at 31-03-2013
48,85,000
49,36,62,225
48,85,000
48,59,08,442
49,85,47,225
49,07,93,442
62,29,953
2,908
7,96,205
1,07,65,511
2,908
5,75,483
70,29,066
1,13,43,902
3,81,32,633
3,22,42,526
1,79,90,593
3,06,56,435
3,84,58,727
95,92,152
8,83,65,752
7,87,07,314
59,39,42,043
58,08,44,658
13,00,00,772
15,02,75,655
89,45,627
11,90,87,099
14,38,44,954
99,66,551
28,92,22,054
27,28,98,604
13,34,09,480
3,07,49,193
1,53,40,245
1,37,10,510
11,15,10,561
14,32,96,860
2,88,79,295
1,16,72,188
1,93,04,753
10,47,92,958
30,47,19,989
30,79,46,054
59,39,42,043
58,08,44,658
2
3
(2) Non-Current Liabilities:

(a) Long Term borrowings
(b) Other Long-Term Liabilities
(c) Long-Term Provisions
4
5
6
(3) Current Liabilities:

(a) Short-Term borrowings
(b) Other Current Liabilities
(c) Short-Term Provisions
7
8
9
TOTAL
II.
ASSETS:
(1) Non-Current assets:
(a) Fixed Assets
(i) Tangible Assets
(b) Non-current Investments
(c) Other non-current assets
10
11
12
(2) Current assets:

(a) Current Investments
(b) Inventories
(c) Trade Receivables
(d) Cash and Cash equivalents
(e) Short-term loans and advances
13
14
15
16
17
Significant Accounting Policies
TOTAL
Notes 1 to 17, Note 27 and Cash Flow Statement form part of this Balance Sheet
Vide our report of date attached
For SURI & CO.
G. RENGARAJAN
Place : Chennai
Partner
Date : 29th May 2014 Membership No. 219922
For and on behalf of the Board
DILIP THOMAS
42
K.SURESH
Executive Director

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2014
Amount in `
For the year ended For the year ended
31-03-2014
31-03-2013
Notes
I.
REVENUE:
Revenue from Operations:
Sale of Products
Other Income:
18
19
31,03,15,619
3,44,23,451
34,03,27,650
2,16,13,025
III. Total Revenue

EXPENSES:
Cost of Materials Consumed
Other Manufacturing Expenses
Purchase of Stock-in-Trade
(Increase)/Decrease in Inventory
Employee benefit expenses
Finance Costs
Livestock Expenditure
Depreciation and amortization expense
Other expenses
TOTAL
34,47,39,070
36,19,40,675
20
21
26
6,70,47,192
4,54,90,774
88,230
(27,23,000)
12,95,20,712
60,67,689
1,38,44,130
1,05,69,577
5,83,06,779
11,45,56,688
4,64,80,556
1,35,002
(89,74,000)
12,67,52,643
51,11,944
1,64,15,815
1,08,38,865
5,74,97,701
IV. Total Expenses
TOTAL
32,82,12,083
36,88,15,214
1,65,26,987
(68,74,539)
Nil
Nil
VII. Profit after Exceptional/Extraordinary items
1,65,26,987
(68,74,539)
VIII. Profit before Tax (PBT)
1,65,26,987
(68,74,539)
31,00,000
6,00,000
Nil
1,34,26,987
(74,74,539)
27.49
(15.30)
II.
V.
22
23
24
25
Profit before exceptional and extraordinary items (III-IV)
VI. Exceptional/Extraordinary items
IX. Tax Expenses:

- Current Tax
Less : MAT Credit entitlement
X.
33,00,000
2,00,000
Profit/(Loss) for the period (VIII-IX)
Earnings per Share (Basic & Diluted)
27 (4)
Notes 18 to 27 and Cash Flow Statement form part of this Statement of Profit and Loss.
For SURI & CO.
G. RENGARAJAN
Place : Chennai
Partner
DILIP THOMAS
43
K.SURESH
Executive Director

CASH FLOW STATEMENT FOR THE YEAR ENDED 31.03.2014
(in `)
A. CASH FLOW FROM OPERATING ACTIVITIES :
NET PROFIT BEFORE TAX AND EXTRAORDINARY ITEMS
ADJUSTMENTS FOR :
Depreciation
1,05,69,577
Rubber Rehabilitation Allowance
75,47,804
Profit on Sale of Investments/Assets
(1,03,29,087)
Provision for Gratuity/Leave Encashment
24,61,560
Livestock written off, Profit/Loss on sale of livestock
(10,85,000)
Assets discarded written off
Nil
Interest/Dividend Received
(1,04,27,737)
Interest Paid
60,67,689
(in `)
Previous Year
(in `)
1,65,26,987
(68,74,539)
1,08,38,865
47,09,947
(65,21,181)
2,99,292
4,25,000
325
(84,28,442)
51,11,944
48,04,806
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES
ADJUSTMENTS FOR :
Trade and other Receivables
Inventories
Trade Payables
Other Current Assets
2,13,31,793
(36,68,057)
(18,69,898)
(61,34,309)
(25,97,865)
(4,38,789)
46,72,285
(96,47,527)
(20,35,229)
(4,68,28,658)
(1,42,70,129)
CASH GENERATED FROM OPERATIONS

Taxes Paid
70,61,664
(28,69,735)
(5,42,77,918)
(41,05,591)
CASH FLOW BEFORE EXTRAORDINARY ITEMS

Extraordinary Items
41,91,929
Nil
(5,83,83,509)
Nil
NET CASH FROM OPERATING ACTIVITIES
41,91,929
(5,83,83,509)
(1,98,43,226)
(16,24,73,878)
20,28,173
17,36,76,446
31,24,000
(1,06,29,802)
66,31,325
17,90,945
Nil
(2,37,06,303)
(8,52,56,954)
25,26,477
11,03,94,054
51,64,550
(98,66,654)
55,75,067
14,93,794
(17,62,500)
(56,96,017)
45,61,531
B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets
Purchase of Investments
Sale of Fixed Assets
Sale of Investments
Sale of Trees
Expenditure on Replanting
Interest Received
Dividend Received
Settlement to workers - land sale
NET CASH FROM INVESTING ACTIVITIES
44

CASH FLOW STATEMENT FOR THE YEAR ENDED 31.03.2014 (Contd.)
(in `)
Previous Year
(in `)
Public Deposits/Loan from Directors
1,14,73,000
87,29,000
Term Loan
(45,35,557)
(22,74,540)
Cash Credit
(39,96,802)
61,83,435
Interest Paid
(61,49,581)
(51,11,944)
Dividend paid including Tax on Dividend
(28,57,603)
(1,41,93,673)
NET CASH USED IN FINANCING ACTIVITIES
(60,66,543)
(66,67,722)
(75,70,631)
(6,04,89,700)
(75,70,631)
(6,04,89,700)
(in `)
C. CASH FLOW FROM FINANCING ACTIVITIES
NET DECREASE/INCREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AS AT 01.4.2013
(Begining of the year)
1,26,65,159
CASH AND CASH EQUIVALENTS AS AT 31.3.2014
(Closing of the year)
50,94,528

For SURI & CO.
G. RENGARAJAN
Place : Chennai
Partner
DILIP THOMAS
45
K.SURESH
Executive Director

NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2014
NOTE : 1
A.
SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING CONVENTION :
The Financial Statements have been prepared on the historical cost convention in accordance with the generally
accepted accounting principles and comply in all material respects with the accounting standards notified by
Companies (Accounting Standards) Rules, 2006 and the relevent provisions of the Companies Act 1956.
FIXED ASSETS AND DEPRECIATION :

Tangible Assets are stated at historical cost less depreciation. Cost includes, taxes and duties (but does not
include taxes and duties for which CENVAT / VAT credit is available), freight and other direct or allocated expenses
during construction period, net of any income earned. Assets acquired on hire purchase are capitalised at principal
value.
Depreciation is provided at the rates specified in Schedule XIV to the Companies Act,1956 on written down value
method. Assets costing individually less than Rs.5,000/- are depreciated at 100%. On additions to and deductions
from Fixed Assets, depreciation is provided on pro-rata basis.
IMPAIRMENT OF ASSETS
The Company reviews the carrying amounts of its assets for any possible impairment at each balance sheet date.
An impairment Loss is recognized when the carrying amount of an asset exceeds its recoverable amount and the
impairment loss, if any, is recognised in the Statement of Profit & Loss.
BORROWING COSTS
Borrowing costs that are directly attributable to the acquisition/construction of the qualifying asset are capitalised
as a part of the cost of such asset, upto the date of acquisition/completion of construction.
Other borrowing costs are recognised as expense as and when incurred.
INVESTMENTS :
Long term Investments are stated at cost. Decline in value of long term investments, other than temporary, is
provided for. Current Investments are stated at lower of cost and fair value. Investment in Immovable properties is
stated at cost less depreciation.
INVENTORIES :
Inventories are valued at lower of cost on weighted average and net realisable value, after providing for obsolescence
wherever considered necessary. Cost includes taxes and duties (other than duties and taxes for which CENVAT /
VAT credit is available), freight and other direct expenses.
REVENUE RECOGNITION :
Revenue is recognised on their accrual and when no significant uncertainty on measurability or collectability
exists. Expenditure is accounted for on their accrual.
46

Sale of Goods:
Revenue is recognised when all the significant risks and rewards of ownership of the goods have been passed on
to the buyer, usually on delivery of goods. The Company collects sales tax and value added taxes(VAT) on behalf
of the goverment and, therefore, these are not economic benefits flowing to the company. Hence, they are
excluded from revenue.
Interest
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the
applicable interest rate. Interest income is included under the head other income in the statement of profit and
loss.
Dividends:
Dividend income is recognized when the companys right to receive dividend is established by the reporting date.
8
EMPLOYEE BENEFITS :
Gratuity liability, which is a defined benefit scheme and provision for leave encashment is accrued and provided for
on the basis of independent actuarial valuation based on projected unit credit method made at the end of each
financial year. Actuarial gains and losses are recognised in the Statement of Profit and Loss and are not deferred.
Retirement benefits in the form of Provident Fund, Family Pension Fund and Superannuation Schemes, which are
defined contribution schemes, are charged to the Statement of Profit and Loss of the year when the contribution to
the respective funds accrue.
FOREIGN CURRENCY TRANSACTIONS :

Foreign currency transactions are recorded at the rates of exchange in force at the time the transactions are
effected. Monetary items denominated in foreign currency and outstanding at the Balance sheet date are
converted at the year end exchange rate and the resultant gain or loss is dealt with in the Statement of Profit &
Loss. In the case of forward contracts, the difference between the forward rate and exchange rate on the date of
transaction is dealt with in the Statement of Profit & Loss on completion of the transaction.
10 GOVERNMENT GRANTS
Subsidies from government in respect of fixed assets are deducted from the cost of respective assets as and when
they accrue Subsidies related to revenue are recognised in the Statement of Profit and loss to match them with the
related costs which they are intended to compensate.
11 TAXES ON INCOME:
Provision for Income-Tax is made for both current and deferred tax. Provision for current income tax is made on the
assessable income at the tax rate applicable to the relevant assessment year. Deferred tax is accounted for by
computing the tax effect of the timing difference which arise during the year and reverse out in the subsequent
periods. Deferred tax is calculated at the tax rates substantively enacted by the Balance Sheet date. Deferred tax
assets are recognized only if there is a virtual certainty that they will be realised.
12 EXPENDITURE ON NEW PLANTING AND REPLANTING :
Direct expenditure on New Planting of different crops (other than minor produce) including upkeep and maintenance
expenditure on immature plants are capitalised under Development.
47

Direct Expenditure on Replanting of Tea and Cardamom including upkeep and maintenance expenditure on immature
plants is charged to Profit and Loss account with credit to Subsidy on replanting Tea and Cardamom as Revenue.
In case of Rubber the said expenditure is debited to Reserve Account with sale proceeds of old and uneconomical
rubber trees uprooted for replanting and Subsidy on replanting credited to Reserve Account.
Provision for Rehabilitation of Rubber Trees, based on annual production of Rubber, after taking into consideration
the credits as to sale proceeds of trees and Subsidy on replanting, is charged to Statement of Profit and Loss by
crediting to Reserve Account.
13 EARNINGS PER SHARE
Basic earning per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders after deducting Preference Dividend and attributable taxes by weighted average number of equity
share holders outstanding during the period. The weighted average number of equity shares outstanding during
the period is adjusted for events such as bonus issue, bonus element in a right issue, share split, and reverse share
split (Consolidation of Shares) that have changed the number of Equity Shares oustanding without a corresponding
change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects
of all dilutive potential equity shares.
14 PROVISIONS AND CONTINGENT LIABILITY
Provision is recognised when the Company has a present obligation as a result of past event, is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate
can be made of the amount of the obligation. Provisions are not discounted to their present value and are
determined based on the best estimate required to settle the obligation at the reporting date. These estimates are
reviewed at each reporting date and adjusted to reflect the current best estimates.
Contingent Liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurance or non occurance of one or more uncertain future events beyond the control of the Company or a
present obligation that is not recognised because it is not probable that an outflow of resources will be required to
settle the obligation. Contingent Liability also arises in extremely rare cases where there is a liability that cannot be
recognised because it cannot be measured reliably. The Company does not recognise contingent Liability but
discloses its existence in financial statements.
Contingent Assets are neither recognised nor disclosed.
15 CASH FLOW STATEMENT:
Cash Flow Statement is prepared segregating the cash flows from operating, investing and financing activities.
Cash flow from operating activities is reported using indirect method. Under the indirect method, the net profit is
adjusted for the effects of:
(i) Transactions of a non-cash nature
(ii) Any deferrals of accruals of past or future operating cash receipts or payments and
(iii) Items of Income or expense associated with investing or financing cashflows.
Cash and Cash equivalents (including bank balances) are reflected as such in Cash Flow Statement.
48

NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2014
As at
31-03-2014
Amount in `
As at
31-03-2013
1,00,00,000
25,00,000
1,00,00,000
25,00,000
1,25,00,000
1,25,00,000
ISSUED:
5,06,000-Equity Shares of Rs.10/- each,
50,60,000
50,60,000
SUBSCRIBED AND PAID-UP:

4,88,500 Equity Shares of Rs.10/- each
48,85,000
48,85,000
4,88,500
Nil
4,88,500
4,88,500
Nil
4,88,500
NOTE: 2
SHARE CAPITAL:
AUTHORISED :
10,00,000-Equity Shares of Rs.10/- each
2,50,000-6 % Cumulative Preference Shares of Rs.10/- each
RECONCILIATION OF SHARES:
Number of Equity Shares at the beginning of the year
Add/(Less) Shares issued/buyback etc.
Number of Equity Shares at the end of the reporting period
DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% OF SHARES:

31.3.2014
No.of shares held
% of holding
1. Equity:
Mr. Dilip Thomas
Dalp Trading and Manufacturing Limited
LIC of India
1,36,866
1,04,123
49,543
No bonus shares/buyback of shares in last 5 years.
49
28.02
21.31
10.14
31.3.2013
No.of shares
% of holding
1,36,631
1,04,123
49,543
27.97
21.31
10.14

NOTE: 3
RESERVES AND SURPLUS:
CAPITAL REDEMPTION RESERVE:
As per last Balance Sheet
SHARE PREMIUM ACCOUNT:
GENERAL RESERVE:
Add: Sale proceeds of Rubber Trees
Transfer from Profit and Loss Account
As at
31-03-2014
Amount in `
As at
31-03-2013
22,60,000
22,60,000
7,83,672
7,83,672
48,08,40,044
47,90,98,042
1,34,26,987
37,66,728
(74,74,539)
1,48,48,870
1,71,93,715
73,74,331
17,00,000
48,85,000
7,50,000
24,42,500
8,30,206
4,15,103
97,78,509
37,66,728
49,36,62,225
48,59,08,442
47,90,98,042
31,24,000
75,47,804
17,00,000
49,14,69,846
Less : Expenditure on Replanting Rubber
1,06,29,802
SURPLUS
Profit/(Loss) for the period
Add: Surplus brought forward
APPROPRIATIONS:
Less: Transfer to General Reserve
Proposed Dividend on Equity Shares @ Rs.10/- Per share
(Previous year Rs.5/- per Share)
Provision for Tax on Dividend
Surplus/(Deficit)
50

As at
31-03-2014
Amount in `
As at
31-03-2013
57,10,380
71,38,980
Nil
1,46,000
Nil
3,58,677
Nil
9,69,182
Nil
3,96,886
Nil
5,45,032
4,27,919
11,20,354
Nil
90,400
91,654
Nil
62,29,953
1,07,65,511
Nil
Nil
2,908
2,908
2,908
2,908
NOTE: 4
LONG TERM BORROWINGS:
TERM LOANS FROM BANKS:
Secured against hypothecation of Stock-in-Trade, Standing crops,
Plant and Machinery and also Equitable Mortgage of the Estates
together with Buildings thereon
Repayable in 28 quarterly instalments starting
from June 2012 and last instalment falling due on June 2019
(Rate of Interest 11.75% per annum)
Secured against hypothecation of Vehicles
Repayable in 36 monthly instalments starting from August 2011
(last instalment July 2014) - Rate of Interest 11.75% per annum
Repayable in 36 monthly instalments starting from Dec 2011
(last instalment Nov 2014 ) - Rate of Interest 10.34% per annum
Repayable in 36 monthly instalments starting from Dec 2011
(last instalment Nov 2014) - Rate of Interest 10.11% per annum
Repayable in 36 monthly instalments starting from March 2012
(last instalment Feb 2015) - Rate of Interest 10.11% per annum
Repayable in 36 monthly instalments starting from April 2012
(last instalment March 2015) - Rate of Interest 10.11% per annum
Repayable in 36 monthly instalments starting from Nov 2012
(last instalment October 2015) - Rate of Interest 9.64% per annum
Repayable in 24 monthly instalments starting from September 2012
(last instalment August 2015) - Rate of Interest 14.25% per annum
Repayable in 24 monthly instalments starting from September 2013
(last instalment August 2016) - Rate of interest 13.00% per annum
NOTE: 5
OTHER LONG-TERM LIABILITIES
Trade payable
Others
51

NOTE:6
LONG TERM PROVISIONS
Provision for Employees Benefits - Leave Encashment
As at
31-03-2014
Amount in `
As at
31-03-2013
7,96,205
5,75,483
7,96,205
5,75,483
NOTE: 7
SHORT TERM BORROWINGS:
From Banks - Secured:
Cash Credit
Cash Credit from Bank:
Secured against hypothecation of Stock-in-Trade,
Standing Crops, Plant and Machinery and also
Equitable Mortgage of the Estates together with
Buildings thereon (Rate of Interest 11.75% Per annum)
21,86,633
61,83,435
Advance from related parties - Unsecured:

Loans from Directors
(Rate of Interest - 10% per annum)
10,00,000
Nil
3,49,46,000
2,44,73,000
3,81,32,633
3,06,56,435
29,96,145
3,35,290
Nil
55,650
29,97,221
3,35,290
81,892
1,74,857
48,47,220
2,40,08,221
59,51,258
2,89,18,209
3,22,42,526
3,84,58,727
46,360
29,81,518
25,518
7,61,522
48,85,000
8,30,206
92,47,509
24,42,500
4,15,103
59,47,509
1,79,90,593
95,92,152
Public Deposits - Unsecured:

Public Deposits
(Rate of Interest - 10% per annum and previous year 10% per annum)
NOTE: 8
OTHER CURRENT LIABILITES:
Unpaid/unclaimed dividends
Unpaid Preference Capital Refund
Interest accrued but not due on borrowings
Trade Payables
(Refer Note No.27(5) for details of dues to Micro and Small enterprises)
Term Loan - Current maturities of long term debts (Refer Note 4)
Other payables
NOTE: 9
SHORT TERM PROVISIONS:
Provision for Employee Benefits:
- Leave Encashment
- Gratuity
Other Provisions:
Provision for dividends
Provision for tax on dividends
Provision for Income tax
52
53
21,72,01,228
19,50,85,621
Total
Previous Year
2,67,45,510
1,98,43,226
1,53,35,000
5,97,160
46,29,903
46,99,795
5,50,000
26,42,645
Nil
15,07,150
Nil
Nil
Deductions
21,72,01,228
23,23,44,659
6,81,89,334
2,83,27,448
35,30,955
7,05,21,681
4,11,64,822
2,06,10,419
As at
31.03.2014
9,14,03,520
9,81,14,129
Nil
1,61,62,183
33,34,128
5,41,57,358
2,44,60,460
Nil
Upto
31.03.2013
93,14,683
81,06,482
Nil
37,27,503
34,484
33,22,977
10,21,518
Nil
For the
Year
DEPRECIATION
26,04,074
38,76,724
Nil
23,69,579
Nil
15,07,145
Nil
Nil
Withdrawn
9,81,14,129
10,23,43,887
Nil
1,75,20,107
33,68,612
5,59,73,190
2,54,81,978
Nil
Upto
31.03.2014
*
The Company does not have any leased assets.
(**) Includes Rs.84,22,321/- and Rs.12,45,007/- respectively representing cost of land and building in joint ownership with other Companies,
the book value of which amounted to Rs. 84,22,321/- and Rs. 3,55,468/- respectively.
5,34,04,334
LIVESTOCK
NOTES :
3,03,72,933
VEHICLES
35,30,955
Nil
23,34,219
6,96,94,612
PLANT AND MACHINERY
Nil
FURNITURE AND FITTINGS
2,06,10,419
Additions
15,76,847
(**)
(**)
As at
01.04.2013
GROSS BLOCK
3,95,87,975
BUILDINGS
- FREEHOLD
LAND AND DEVELOPMENT
Description
NOTE : 10
TANGIBLE ASSETS : *
NOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH 2014
11,90,87,099
13,00,00,772
6,81,89,334
1,08,07,341
1,62,343
1,45,48,491
1,56,82,844
2,06,10,419
10,36,82,101
11,90,87,099
5,34,04,334
1,42,10,750
1,96,827
1,55,37,254
1,51,27,515
2,06,10,419
As at
31.03.2013
NET BLOCK
Amount in
As at
31.03.2014
54
Amount
(In `)
21000
1
5000
1,600
750
800
1,500
63
168
320
2000
2,65,000
2,10,000
5,000
50,000
6,120
1,470
100
1200000 1,20,00,000
No. of
Shares/Bonds
* Associate Company # Pvt Limited Company
(ii) UNQUOTED:
A.V.Thomas Investments Co. Ltd. *
Tea Serve (Face Value ` 5000 per share)
Dalp Trading and Manufacturing Limited *
Rajagiri Impex Limited *
AVTS2 Virtual Lifestyle Pvt Limited * #
I. SHARES IN COMPANIES:
a) PREFERENCE SHARES (Unquoted)
7% Cumulative preference Shares of
The Highland Produce Co. Ltd. *
(Redemption within 20 years)
b) EQUITY SHARES
(i) QUOTED:
(i)
Bayer Crop Science Limited
Periakaramalai Tea & Produce
Company Ltd
Tata Global Beverages Ltd.,
L J International Ltd *
A V Thomas & Company Ltd *
Description
As at 01-04-2013
NOTE : 11
NON-CURRENT INVESTMENTS : (AT COST)
150000
249999
No. of
Shares/Bonds
39,99,990
15,00,000
24,99,990
Amount
(In `)
Additions
No. of
Shares/Bonds
Amount
(In `)
Deductions
21000
1
5000
150000
249999
63
168
320
2000
100
1200000
42,64,990
2,10,000
5,000
50,000
15,00,000
24,99,990
6,120
1,600
750
800
1,500
1,470
1,20,00,000
Amount
(In `)
As at 31-03-2014
No. of
Shares/Bonds
(i)
55
4945
N H A I Bond
14,71,64,108
33,19,155
14,38,44,953
15,60,57,905
57,82,250
15,02,75,655
Less:Aggregate Depreciation on Immovable property
No. of
Shares/Bonds
Amount
(In `)
Deductions
(i)Face value of Equity Shares is ` 10/- each fully paid up, except for those shares where face value has been separately mentioned
2,04,73,010
12,66,84,978
2,44,73,000
13,15,78,785
31.03.2013
88,93,797
48,93,807
48,93,807
Amount
(In `)
6,120
31.03.2014
No. of
Shares/Bonds
6,120
14,38,44,953
82,08,000
49,45,000
32,63,000
12,33,65,823
4,30,10,131
1,94,69,113
3,19,27,120
3,22,78,614
33,19,155
10
Amount
(In `)
Additions
Aggregate amount of Quoted Investments

(Market Value ` 2,57,437/- and previous year ` 2,27,040/-)
Aggregate amount of Unquoted Investments
Aggregate amount of Immovable properties
Total
3263
I R F C Bonds
IV. BONDS:
No. of
Shares/Bonds
Advance for purchase of immovable property

Purchase of Land for constructing Flat
Cost of constructing Flat (including fittings and fixtures)
Purchase of Land
Value of Land and Building (including fittings and fixtures)
Less: Depreciation
III. INVESTMENT PROPERTIES:
II. SHARES OF CO-OPERATIVE SOCIETIES :

The Shaliacary Estate Employees
Co-operative Society Ltd. (Unquoted)
Description
As at 01-04-2013
NOTE : 11
NON-CURRENT INVESTMENTS : (AT COST)
4945
3263
15,02,75,655
82,08,000
49,45,000
32,63,000
12,57,96,535
Nil
4,30,10,131
2,43,62,920
3,19,27,120
3,22,78,614
57,82,250
10
Amount
(In `)
As at 31-03-2014
No. of
Shares/Bonds

As at
31-03-2014
Amount in `
As at
31-03-2013
10,80,427
78,65,200
9,77,751
89,88,800
89,45,627
99,66,551
NOTE: 12
OTHER NON CURRENT ASSETS
Deposits
Prepaid Expenses
56
No. of
Shares/Units
Kotak Floater Long Term Daily Dividend

554820
HDFC Top 200 Fund - Dividend Plan
17295
ICICI Prudential Focused Bluechip Equity Retail Dividend
49801
DWS Premier Bond Fund-Premium Plus Growth Plan
3493014
Fidelity FMP Series 6 Plan D Growth
1351987
ICICI Prudential FMP Series 61-27 months plan D Cumulative 1350000
IDFC Fixed Maturity Yearly EMS 10 Growth
2191846
Kotak FMP Series 82 growth
1000000
ICICI Prudential FMP Series 64-367 months plan A Cumulative 2500000
Kotak Mahendra Real Estate Fund
IDFC Cash Fund - Daily Dividend
445
Cash Kotak fund
DWS Fixed maturity plan series 54 - Regular Growth Plan
Sundaram Flexible fund - Regular Growth
SBI Dynamic Bond Fund - Regular Plan Growth
HDFC Medium Term opportunities Fund - Growth INF 179K01DC2
HDFC FMP 540D
Templeton India Ultra Short Bond fund
Templeton India Short term Income Retail Plan
Kotak Floater Long Term Daily Dividend - INF4K01FE4-New
16.06% Infra Structure Leasing & Financial Services Ltd 2021
KMBL Wealth Management (Power of Attorney) account
INVESTMENTS IN MUTUAL FUNDS
Description
57
14,10,90,367
55,92,473
7,50,000
7,50,000
3,50,00,000
1,35,19,872
1,35,00,000
2,19,18,455
1,00,00,000
2,50,00,000
1,45,86,375
4,45,425
27,767
Amount
`
As at 01-04-2013
1000000
961158
1050175
720563
500000
1311112
1961
26643
800
4177403
15,35,80,081
1,00,00,000
1,60,45,000
1,60,45,000
92,00,000
50,00,000
1,31,59,723
50,00,000
2,69,52,929
1,00,00,000
10,250
59,790
4,21,07,389
Amount
`
Additions
No. of
Shares/Units
NOTE : 13
CURRENT INVESTMENTS (LOWER OF COST AND FAIR VALUE)
2,69,52,929
26643
16,12,60,968
10,208
1,00,00,000
2,19,18,455
1,00,00,000
2,50,00,000
7,53,818
4,45,425
27,767
4,76,99,862
7,50,000
7,50,000
1,69,52,504
Amount
`
996383
445
2191846
1000000
2500000
4732223
17295
49801
1691867
No. of
Shares/Units
Deductions
0
0
0
1801147
1351987
1350000
0
0
0
0
0
0
1000000
961158
1050175
720563
500000
314729
1961
0
800
0
No. of
Shares/Units
13,34,09,480
Nil
Nil
Nil
1,80,47,496
1,35,19,872
1,35,00,000
Nil
Nil
Nil
1,38,92,347
Nil
Nil
1,00,00,000
1,60,45,000
1,60,45,000
92,00,000
50,00,000
31,59,723
50,00,000
Nil
1,00,00,000
42
Amount
`
As at 31-03-2014
No. of
Shares/Units
14,10,90,367
Amount
`
As at 01-04-2013
58
Aggregate amount of Quoted Investments

(NAV of Mutual Funds ` 14,37,12,932/-, Previous year ` 15,07,76,389/-)
(Market value of Shares - Previous year ` 28,01,917/-)
13,34,09,480 14,32,96,860
31.03.2014 31.03.2013
13,34,09,480 14,32,96,860
15,35,80,081
14,32,96,860
15,35,80,081
Amount
`
Additions
No. of
Shares/Units
22,06,493
INVESTMENTS IN EQUITY (Through IDFC portfolio Management Scheme)

Mahindra & Mahindra Financial Services
3305
5,40,641
Bajaj Finance
540
5,09,216
Shriram Transport Finance
736
3,97,221
Bajaj Finserve
580
3,27,462
Indusind Bank
599
1,67,075
HDFC Bank
538
2,64,878
Brought forward
MUTUAL FUNDS (Contd)
Description
NOTE : 13
CURRENT INVESTMENTS (LOWER OF COST AND FAIR VALUE)
3305
540
736
580
599
538
No. of
Shares/Units
16,34,67,461
22,06,493
5,40,641
5,09,216
3,97,221
3,27,462
1,67,075
2,64,878
16,12,60,968
Amount
`
Deductions
0
0
0
0
0
0
No. of
Shares/Units
13,34,09,480
0.0
Nil
Nil
Nil
Nil
Nil
Nil
13,34,09,480
Amount
`
As at 31-03-2014

As at
31-03-2014
Amount in `
As at
31-03-2013
NOTE: 14
INVENTORIES:
(Valued at lower of cost and net realisable value)
Finished goods
Stores and Spares
Nurseries
2,10,62,000
80,81,968
16,05,225
1,83,39,000
89,83,706
15,56,589
Total
3,07,49,193
2,88,79,295
Nil
Nil
19,55,578
19,55,578
Others
Unsecured, Considered good
1,53,40,245
1,16,72,188
Total
1,53,40,245
1,16,72,188
2,00,880
1,48,442
11,93,648
37,00,000
60,16,717
65,00,000
50,94,528
1,26,65,159
29,96,145
3,35,290
52,84,547
29,97,221
3,35,290
33,07,083
86,15,982
66,39,594
1,37,10,510
1,93,04,753
Nil
Nil
NOTE: 15
TRADE RECEIVABLES:
Outstanding for more than six months
from the date they become due for payment
Doubtful
Less: Allowance for bad and doubtful advances
Total
NOTE: 16
CASH AND CASH EQUIVALENTS:
Cash and Stamps on hand
Balances with Scheduled Banks
in Current account
in Deposit account
in Unpaid Dividend Bank Account

in Unpaid Preference Capital Refund Bank Account
in Margin Money deposits accounts
Total
Bank deposits with more than 12 months
59

NOTE: 17
SHORT TERM LOANS AND ADVANCES:
Unsecured, Considered good
Loans and advances due by Officers of the Company:
Others - Intercorporate Deposit
Interest accrued and due on investments
Advances recoverable in cash or in kind or for value to be received.
Deposits with NABARD
Tax payments pending adjustments
MAT Credit entitlement
As at
31-03-2014
Amount in `
As at
31-03-2013
97,500
2,00,00,000
51,09,395
1,85,46,640
6,30,60,284
1,09,000
2,00,00,000
31,03,928
1,70,92,739
6,30,60,284
44,96,742
2,00,000
14,27,007
Nil
11,15,10,561
10,47,92,958
Note :
Includes debts due by Private Limited Company in which there are common Directors
AVT Wood Products Pvt. Limited
3,26,720
Nil
AVTS2 Virtual Lifestyle Pvt Limited
12,17,154
Nil
3,10,553
Nil
18,54,427
Nil
DALP Holdings Singapore PTE Limited
60

NOTES FORMING PART OF STATEMENT OF PROFIT & LOSS
FOR THE YEAR ENDED 31ST MARCH 2014
NOTE: 18
SALE OF PRODUCTS:
Rubber
Tea
Cardamom
Minor Produce
Subsidy
NOTE: 19
OTHER INCOME:
Income from non-current Investments
Interest Received
From Banks
Others
Dividends from Current Investments
Livestock Receipts - Stake money and others
Profit on Sale of Current Investments
Profit on Sale of Assets
Rent Received
Miscellaneous Receipts
Provision no longer required written back
Compensation against rubber trees removed
by Power Grid Corporation
NOTE: 20
COST OF MATERIAL CONSUMED:
Raw Material Consumed
Latex Procured
Bought Leaf
NOTE: 21
OTHER MANUFACTURING EXPENSES:
Power and fuel consumed
Stores, spares, chemicals and packing materials consumed
Transport and Warehousing
Repairs - Plant and Machinery
Repairs - Buildings
61
For the year ended

31-03-2014
(Amount in `)
For the year ended
31-03-2013
21,07,06,268
8,03,63,542
1,56,04,293
36,41,516
Nil
23,81,22,372
9,08,03,499
1,01,15,098
12,45,275
41,406
31,03,15,619
34,03,27,650
3,55,338
2,07,547
67,79,682
18,57,110
14,35,607
84,15,766
1,02,08,985
1,20,102
20,58,451
8,45,843
19,55,578
50,91,816
18,42,832
12,86,247
51,07,257
55,95,208
9,25,973
Nil
15,56,145
Nil
3,90,989
Nil
3,44,23,451
2,16,13,025
3,19,50,720
3,50,96,472
7,26,83,427
4,18,73,261
6,70,47,192
11,45,56,688
1,68,15,602
2,03,78,850
31,53,819
31,70,194
19,72,309
1,65,67,969
1,83,45,707
24,90,728
34,85,073
55,91,079
4,54,90,774
4,64,80,556

NOTE: 22
CHANGE IN INVENTORIES/STOCK-IN-TRADE:
OPENING STOCK :
Rubber
Tea
Cardamom
CLOSING STOCK :
Rubber
Tea
Cardamom
NOTE: 23
EMPLOYEE BENEFIT EXPENSES
Salaries and Wages
Contribution to Provident and other Funds
Provision for Gratuity (Refer Note No.27 (7))
Provision for Leave Encashment (Refer Note No.27 (7))
Welfare Expenses
NOTE: 24
FINANCE COSTS:
Interest
62
For the year ended

31-03-2014
(Amount in `)
For the year ended
31-03-2013
1,22,12,000
40,21,000
21,06,000
67,09,000
19,25,000
7,31,000
1,83,39,000
93,65,000
1,03,08,000
76,87,000
30,67,000
2,10,62,000
1,22,12,000
40,21,000
21,06,000
1,83,39,000
(-) 27,23,000
(-) 89,74,000
11,04,52,728
1,02,73,464
29,81,518
2,41,564
55,71,438
11,03,69,463
1,07,39,065
7,61,522
(4,62,230)
53,44,823
12,95,20,712
12,67,52,643
60,67,689
51,11,944

NOTE: 25
LIVE STOCK EXPENDITURE:
Live Stock - Broodmares/Race Horses
Maintenance and other expenses
Less : Sale of horses, Profit/Loss on sale of horses
NOTE: 26
OTHER EXPENSES:
Rent and Amenities
Rates and Taxes
Brokerage and Commission
Repairs and Maintenance :Vehicles
Others
Printing and Stationery
Postage and Telephones
Legal Expenses
Directors Sitting Fees
Auditors Remuneration:
- For Audit
- For Certification / Tax Audit
- For Tax Representation
- For Travelling and other Expenses
- For Service Tax
Insurance
Advertisement
Bank Charges
Travelling Expenses
Bad & Doubtful debts written off
Assets discarded written off
Professional Fees
Miscellaneous Expenses
63
For the year ended

31-03-2014
(Amount in `)
For the year ended
31-03-2013
1,49,29,130
(10,85,000)
1,59,90,815
4,25,000
1,38,44,130
1,64,15,815
2,53,500
25,59,932
14,91,932
2,53,000
26,23,662
17,15,296
39,48,306
11,47,069
6,77,374
18,36,788
1,43,536
1,90,000
46,79,913
8,08,995
5,36,437
13,56,975
92,736
1,90,000
7,00,000
1,60,000
2,35,000
98,500
1,47,517
9,11,220
33,20,068
1,19,936
2,14,89,063
19,55,578
Nil
75,47,804
39,69,334
54,04,322
6,00,000
1,81,000
2,50,000
1,13,000
1,41,399
8,93,336
57,26,000
3,06,379
2,08,41,152
Nil
325
47,09,947
50,32,450
64,45,699
5,83,06,779
5,74,97,701

NOTES ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2014
For the year ended
31-03-2014
NOTE: 27
OTHERS NOTES:
1. PARTICULARS OF CONSUMPTION:
(a) Raw Materials:
(i) Latex
- Indigenous
(ii) Bought Leaf - Indigenous
Previous Year
Value in `
Value in `
3,19,50,720
3,50,96,472
100
100
7,26,83,427
4,18,73,261
100
100
6,70,47,192
(b) Stores and Spares
Indigenous
Imported
11,45,56,688
2,03,78,850
Nil
100
1,83,45,707
Nil
100
2,03,78,850
100
1,83,45,707
100
For the year ended

31-03-2014
(In `)
Previous
Year
(In `)
3,99,668
Nil
Nil
Nil
86,78,236
2,25,291
57,23,029
28,10,601
1,34,26,987
4,88,500
27.49
(74,74,539)
4,88,500
(15.30)
1,58,00,000
1,18,88,000
12,05,000
11,25,000
2. C.I.F. VALUE OF IMPORTS:

Capital goods
3. EARNINGS / EXPENDITURE IN FOREIGN CURRENCY:
a) Earnings:
b) Expenditure
Foreign Travel
Others
4. EARNINGS PER SHARE:
Profit after Taxation
Number of Equity Shares outstanding at the end of the year
Earnings per Share (Basic and Diluted)
5. Due to Micro and Small Enterprises
Based on the information available with the Company, the principal amount due to
Micro and Small Enterprises as on 31.03.2014 is Nil. (Previous Year Nil)
There are no overdue principal amounts and therefore no interest is paid or payable.
6 CONTINGENT LIABILITIES:
a) Sales-tax demands disputed in appeals, against which
` 66,02,309/- is paid and included under Other Current Assets
b) Claims against the Company not acknowledged as debts
64

NOTE: 27 (Contd.)
7 Employee Benefits:
i)
Defined Benefit Plans:
a) Description of the Companys defined benefit plan:

i)
Gratuity Scheme: This is a funded defined benefit plan for qualifying employees for which, the Company makes
contribution to the Gratuity Fund managed by the Life Insurance Corporation of India. The scheme provides for
a lumpsum payment to vested employees at retirement, death while in employment or on termination of
employment. Vesting occurs upon completion of five years of service.
ii) Leave Encashment:

The company also operates a non funded leave encashment scheme for its employees.
b) Reconciliation of changes in the Present Value of Obligation:
Present Value of the Obligation as on 1.04.2013

Current Service Cost
Interest Cost
Benefits Paid
Actuarial loss / (gain)
Present Value of the Obligation as on 31.03.2014
c)
As at 31.03.2014
Gratuity
Leave
Encashment
(Funded Plan) (Non Funded Plan)
5,84,78,988
6,01,001
36,13,361
1,52,430
42,53,430
43,480
(1,12,82,701)
(1,21,758)
3,93,428
1,67,412
5,54,56,506
As at 31.03.2013
Gratuity
Leave
Encashment
(Funded Plan)
(Non Funded Plan)
4,31,14,832
10,63,231
36,19,087
1,28,940
34,54,946
79,146
(49,36,826)
(2,64,200)
1,32,26,949
(4,06,116)
8,42,565
5,84,78,988
6,01,001
Nil
5,75,75,829
Nil
Nil
1,21,758
(1,21,758)
Nil
51,25,000
(49,36,826)
(46,537)
Nil
2,64,200
(2,64,200)
Nil
5,24,74,988
Nil
5,77,17,466
Nil
The total expense recognised in the profit and loss account is as follows:
Current Service Cost
36,13,361
Interest Cost
42,53,430
Expected return on plan assets
(46,18,100)
Net Actuarial (gain) / loss recognised in the year
3,74,656
1,52,430
43,480
NA
1,67,412
36,19,087
34,54,946
(51,25,000)
1,32,73,486
1,28,940
79,146
NA
(4,06,116)
36,23,347
3,63,322
1,52,22,519
(1,98,030)
Reconciliation of changes in the fair value of Plan Assets:

Fair Value of Plan Assets as on 1.04.2013
5,77,17,466
Adjustment to Opening Fair Value of Plan Assets
Expected return on plan assets
46,18,100
Contribution by the Company
14,03,351
Benefits Paid
(1,12,82,701)
Actuarial gain / (loss)
18,772
Fair Value of Plan Assets as on 31.03.2014
d)
(In `)
65

(In `)
As at 31.03.2014
Gratuity
NOTE: 27 (Contd.)
7 Employee Benefits: (Contd.)
e)
(Funded Plan)
Reconciliation of Net Liability recognised in the balance sheet

Net Liability as at the beginning of the year
7,61,522
Adjustment to Opening Fair Value of Plan Assets
Add : Expense as (d) above
36,23,347
Less: Employers Contribution / Payment
14,03,351
Net Liability as at the end of the year
f)
g)
Constitution of Plan Assets:

Investments in LIC Group Gratuity Scheme
Leave
Encashment
(Non Funded Plan)
6,01,001
3,63,322
1,21,758
As at 31.03.2013
Gratuity
(Funded Plan)
(1,44,60,997)
0
1,52,22,519
Leave
Encashment
(Non Funded Plan)
10,63,231
(1,98,030)
2,64,200
29,81,518
8,42,565
7,61,522
6,01,001
5,24,74,988
Not Applicable
5,77,17,466
Not Applicable
9.10%
9.00%
5.00%
NA
8.05%
8.00%
5.00%
9.30%
8.05%
8.00%
5.00%
NA
Principal actuarial assumptions used as at the Balance Sheet date:

Discount Rate
Salary Escalation Rate
Attrition Rate
Expected rate of return on plan assets
9.10%
9.00%
5.00%
8.75%
The estimates of future salary increases, considered in acturial valuation, take account of inflation, seniority,
promotion and other relevent factors such as demand and supply in the employment market.
h) The amount pertaining to defined benefit plan are as follows:
Gratuity funded plan

Defined Benefit Obligation
Plan Assets
Surplus/(Deficit)
Experience adjustment - Plan Liability
Experience adjustment - Plan Assets
31.03.2014
31.03.2013
31.03.2012
31.03.2011
31.03.2010
5,54,56,506
5,24,74,988
(29,81,518)
3,93,428
18,772
5,84,78,988
5,77,17,466
(7,61,522)
1,32,26,949
(46,537)
4,31,14,832
5,75,75,829
1,44,60,997
(79,80,725)
(1,78,117)
4,77,05,391
4,89,48,620
12,43,229
42,16,206
(3,45,191)
4,34,30,813
4,22,10,380
(12,20,433)
38,02,224
(5,30,828)
The Company expects to fund ` 30.00 lakhs towards its Gratuity Plan during the year 2014-2015.
ii)
Defined Contribution Plans:

The Company makes contribution towards employees provident fund, family pension fund,
super annuation fund and employees state insurance scheme. Under the rules of these
schemes, the Company is required to contribute a specified percentage of payroll costs. The
Company during the year recognised ` 83,84,299/- as expense towards contributions to
these plans.
66

NOTE: 27 (Contd.)
8
LAND:
a) The petition filed by the Company with the Government for assignment of Kuthakapattam land of 3.52 acres in
Shaliacary Estate of the Company planted in 1968, has been rejected by the Government vide order dated
21.12.2006.
The Company has challenged the order by filing a writ petition and an interim stay has been granted by the
Honourable High Court of Kerala
b) The order of the Taluk Land Board under the Kerala Land Reforms Act, 1963 requiring the Company to surrender
the alleged excess land of 290.85 acres (117.705 Hectares) in Chulika and erstwhile Poonoor Estates has been
confirmed by the High Court of Kerala vide judgement dated 24th May 2011 directing surrender of the entire
290.85 acres. Out of the above 290.85 acres, 200 acres forms part of forest land in Chulika Estate which was
already vested with the Government under a different Act.
The issue was concerning 90.85 acres (falling under survey No.2/1B of Raroth village) in erstwhile Poonoor
Estate. Since this part of the land is no more in our possession, the Taluk Land Board, Vythiri, Wayanad District,
directed us to surrender an equvalent extent of land in Chulika Estate vide order dated 22.05.2012. This order
has been challenged before the High Court of Kerala and is still pending.
c) During 1974-75 the Forest Department had vested 93.18 Acres (37.10 Hectares) falling as enclaves in blocks
within the planted area. The Companys application before the Forest Tribunal in OA No.94/1975 was dismissed
on 10.02 2009. The Management challenged this order before the Kerala High Court in Case No.MFA 284/2009
and the matter is pending.
In the year 2001, the Forest Department vested two blocks namely 108.67 Acres (43.8200 Hectares) and 21.45
Acres (8.650 Hectares). The Companys application before the Forest Tribunal, Kozhikode in OA 47 of 2001 was
dismissed on 29.2.2005.
The Management challenged this before the Kerala High Court. The Court decided that 21.45 Acres cannot be
vested as forest. The Forest Department filed a Review Petition (P No.599 of 2010) and the same was dismissed
by the Kerala High Court on 18.10.2010. The Management has written to the Forest Department to restore this
area. We were informed that the Forest Department has gone on appeal before the Supreme Court.
d) The dispute to title raised by Kerala Varma Raja as having Jenmam right on 250.00 acres (101.174 Hectares) in
the erstwhile Poonoor Estate,in a suit OS No.338/1993 in Sub Court, Kozhikode. The company claims fixity of
tenure under the Kerala Land Reforms Act which can only be decided by the Land Tribunal, Kozhikode, and they
seized of the matter in Case No.RC 3/2002. A Revenue Inspector was appointed to visit the estate and file his
report. The Revenue Inspector inspected the property on 29.6.2003 and has given a favourable report to the
Land Tribunal, Kozhikode. The Land Tribunal has to now hear the matter and pass appropriate order based on
the report of the Revenue Inspector,and the same is pending
e) Pending final decisions of the Courts, the financial liabilities, if any, of the Company are not ascertainable and
therefore not provided for in the accounts.
SEGMENT REPORTING:
The operations of the Company relate to Plantation crops, which is the significant business segment and therefore
no separate reporting is made.
10 ACCOUNTING FOR TAXES ON INCOME:

The impact of deferred tax on income for the year is considered not material and hence not recognised.
67

NOTE : 27 (Contd.)
11. RELATED PARTY TRANSACTIONS
Following Associate Companies are related to the Company on account of common control through Constitution
of Board / Shareholding:
- A V Thomas Exports Limited
- A V Thomas & Company Limited
- A V T Wood Products Private Limited
- A V Thomas International Limited
- DALP Benevolent Trust
- L.J.International Limited
J Thomas Educational and Benevolent Trust
- A V Thomas Investments Company Limited
Rajagiri Impex Limited
- The Highland Produce Company Limited
AVTS2
Virtual Lifestyle Pvt Limited
- DALP Trading and Manufacturing Limited
- DALP Holdings Singapore PTE Limited
- A V Thomas Leather and Allied Products Private Limited
Key Management Personnel - Mr. Dilip Thomas, Chairman and Managing Director,
Mrs. Priyalatha Thomas, Executive Director, Mr. K Suresh, Executive Director.
Year ended 31.03.2014
Key Management
Associates
Personnel
(Including Relatives)
Year ended 31.03.2013

Key Management
Associates
Personnel
(Including Relatives)
INCOME
Sales
Dividend Received
Sale of Investments
(In `)
4,04,20,387
3,51,600
Nil
(In `)
Nil
Nil
Nil
(In `)
5,16,00,298
2,03,200
Nil
(In `)
Nil
Nil
8,25,000
EXPENDITURE:
Purchases
Commission paid
C & F Charges paid
Rent Paid
Interest paid
Sitting fees paid
Donations paid
Dividend Paid
Remuneration paid
1,05,106
9,13,053
1,92,322
13,500
Nil
Nil
10,00,000
5,20,615
Nil
Nil
Nil
Nil
Nil
16,40,278
Nil
Nil
7,40,240
74,49,900
79,223
8,75,363
2,24,266
13,000
Nil
Nil
20,00,000
25,46,900
Nil
Nil
Nil
Nil
Nil
9,13,133
20,000
Nil
34,18,275
65,00,300
OTHERS:
Loans taken
Loans repaid
Fixed deposits accepted/renewed
Purchase of Investments
Nil
Nil
Nil
39,99,990
10,00,000
Nil
95,00,000
Nil
Nil
Nil
Nil
Nil
60,00,000
60,00,000
1,06,50,000
Nil
BALANCE AS ON 31st MARCH 2014

Debit Balance
Credit Balances
71,09,559
Nil
Nil
2,11,50,000
44,61,156
Nil
Nil
1,06,50,000
Details of Transactions:
12. Previous years figures have been re-grouped wherever necessary.

For SURI & CO.
G. RENGARAJAN
DILIP THOMAS
K.SURESH
Place : Chennai
Partner
Executive Director
68
69
1,71,88,737
1,01,73,485
64,32,757
3,19,08,228
7,70,00,457
7,89,62,814
(68,74,539)
1,65,26,987
2006/2007
2007/2008
2008/2009
2009/2010
2010/2011
2011/2012
2012/2013
2013/2014
* Recommended
1,02,54,207
2005/2006
1,05,69,577
1,08,38,865
1,02,15,877
71,76,251
47,40,059
50,90,562
51,80,643
55,81,552
59,39,475
39,34,870
42,58,602
Depreciation
Written
off
Net Profit
before
taxation
2004/2005
Season
31,00,000
6,00,000
1,75,00,000
1,98,00,000
80,00,000
28,00,000
26,50,000
27,00,000
13,00,000
4,50,000
Provision
for
taxation
17,00,000
7,50,000
4,00,00,000
4,00,00,000
1,25,00,000
10,00,000
70,00,000
1,00,00,000
70,00,000
40,00,000
Allocation
to reserve
funds
49,36,62,225
48,59,08,442
49,79,95,241
13,45,13,392
8,86,19,019
6,95,06,953
6,87,19,486
6,51,84,137
5,35,21,355
4,60,21,071
Reserve
funds
todate
Particulars of Profits, Provisions, Dividends paid, Etc.

(For the last 10 Years)
48,85,000
24,42,500
1,95,40,000
97,70,000
48,85,000
24,42,500
24,42,500
24,42,500
14,65,500
14,65,500
Amount
`
Equity Shares
DIVIDENDS PAID ON
THE RAJAGIRI RUBBER & PRODUCE COMPANY LIMITED, ALAPPUZHA
100*
50
400
200
100
50
50
50
30
30

Area As On 01-04-2014
(In Hectares)
Rajagiri
Estate
Shaliacary
Estate
Total
Rubber
Mature
Immature
Centrifuging Plant
Nurseries, Fuel Clearing, Minor Produce, Roads, Buildings, etc.
Total
199.55
421.97
621.52
92.49
137.88
230.37
3.52
3.52
23.23
52.90
76.13
315.27
616.27
931.54
During the year 2011/12 an area of 112.8575. Ha was sold from Rajagiri Estate.
Area as on 01.04.2014
CHULIKA ESTATE
(In Hectares)
TEA :
140.39
CARDAMOM :
214.00
Nurseries, Fuel & Timber Clearings,

Minor Produce, Roads, Buildings, etc.
Total
60.60
414.99
70

CIN: L25191KL1937PLC000979
Email id: avt.alapuzha@gmail.com Website: www.rajagirirubber.com
ATTENDANCE SLIP
I hereby record my presence at the 77th Annual General Meeting of the Company at 11.00 A.M on Friday, the 19th
September 2014 at the Registered Office of the Company at W-21/674, Beach Road, Alappuzha-688012
Folio No
-------------------------------------------------------------------------------
-------------------------------------------------------
Full Name of the *Shareholder/ proxy (in Block letters)
Signature of *Shareholder/ Proxy
* Strike out whichever is not applicable

Email ID:
NOTE: Shareholders attending the meeting in Person/ Proxy are requested to complete the Attendance Slip and hand
over at the entrance of the Meeting Hall.

CIN: L25191KL1937PLC000979
Email id: avt.alapuzha@gmail.com Website: www.rajagirirubber.com
Form No. MGT-11
PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, 2014]
Corporate Identity Number ( CIN) : L25191KL1937PLC000979
Name of the Company
: THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED
Registered Office
: W-21/674, Beach Road, Alappuzha-688 012
Name of the member (s)
Registered address
:
:
E-mail Id
Folio No
I/We, being the member (s) holding .. shares of the above named company, hereby appoint
1. Name
Address
E-mail Id
Signature
:
:
:
: ............ or failing him
2. Name
Address
E-mail Id
Signature
:
:
:
: ........ or failing him
3. Name
Address
E-mail Id
Signature
:
:
:
: ..........
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 77th Annual General Meeting of
the Company, to be held on Friday, 19th day of September 2014 at 11.00 A.M at the Registered Office of the Company
at W-21/674, Beach Road, Alappuzha-688 012 and at any adjournment thereof in respect of such resolutions as are
indicated overleaf.
Signed this............... day of ................ 2014
Signature of shareholder
Affix
Revenue
Stamp
Signature of Proxy holder(s)

Note : This form of proxy in order to be effective should be duly completed and deposited at the Registered
Office of the Company, not less than 48 hours before the commencement of the Meeting
Resolution
Number
Resolution
Ordinary Business
1.
To adopt the Reports of the Directors,

Auditors and the financial statements for the
Financial Year 2013-14
2.
To declare dividend for the Financial Year

2013-14
3.
To appoint a Director in the place of Mr. K.C

Eapen who retires by rotation and is eligible
for re-appointment
4.
Re-appointment of M/s Suri& Co, Chartered

Accountants, as auditors to hold office from
the conclusion of this Annual General
Meeting(AGM) till the conclusion of the 80th
AGM of the Company
Special Business
5.
Appointment of Mrs. Priyalatha Thomas as

Managing Director for a period of three
years commencing from 1st June 2014 and
ending on 31st May 2017
6.
Payment of Remuneration to Mrs. Priyalatha

Thomas on her appointment as Managing
Director
7.
Appointment of Mr. K.Suresh as Joint

Managing Director for a period of three
years commencing from 7th August, 2014
and ending on 31st May, 2017
8.
Payment of revised Remuneration to

Mr. K.Suresh, Executive Director/ Joint
Managing Director
9.
To consider and approve Alteration in the

Articles of Association
10.
Ratification of Remuneration to
M/s Rajendran, Mani & Varier, Cost Auditors
11.
Appointment of Mr. Sanjeev Mehera as an

Independent Director
Vote (Optional)
For
Against
Abstain
THE RAJAGIRI
RUBBER AND PRODUCE COMPANY LTD.
77
th
ANNUAL REPORT & ACCOUNTS
2013 - 2014

Rajagiri Rubber 2014

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THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED

REGISTRAR & SHARE TRANSFER AGENT

Management Discussion and

Corporate Governance Report

No.4, Chevaliar Shivaji Ganesan Salai

Statement of Profit and Loss

Cash Flow Statement

T.Nagar, Chennai-600 017

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

Log on to the e-voting website www.evotingindia.com

(ii) Click on Shareholders tab.

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

Enter the Date of Birth as recorded in the company

Enter the Dividend Bank Details as recorded in the company

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

GENERAL INFORMATION ABOUT THE COMPANY :

The Company is mainly engaged in the business of plantations.

Clause 3 is not applicable since the Company is an existing Company.

INFORMATION ABOUT APPOINTEE :

Contribution to Provident and Other Funds. Rs. 4,11,400

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

GENERAL INFORMATION ABOUT THE COMPANY :

The Company is mainly engaged in the business of plantations.

Clause 3 is not applicable since the Company is an existing Company.

INFORMATION ABOUT APPOINTEE :

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

Contribution to Provident and Other Funds. Rs. 2,83,500

Allowances and Perquisites

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

Mr. Sanjeev Mehera

B.COM, Post Graduate in Finance

Mr. Sanjeev Mehera has considerable experience in

A. V. Thomas International Ltd.,

Golfware (India) Private Ltd.,

Value Ads India Private Ltd.,

Mr. K.C Eapen

Mr. K.C Eapen has considerable expertise

Mr. K.Suresh (Joint Managing Director)

B.COM, Post Graduate Diploma in Advanced Marketing

Mr. K.Suresh had held middle and senior Management

The Highland Produce Co.Ltd

Dalp Trading & Manufacturing Limited

AVT Wood Products Private Limited

Rajagiri Impex Limited

AVT S2 Virtual Lifestyle Private Limited

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

Mrs. Priyalatha Thomas (Managing Director)

Mrs. Priyalatha Thomas has vast experience in

A.The Highland Produce Co.Limited

A.V Thomas International Limited

AVT S2 Virtual Lifestyle Private Limited

THE RAJAGIRI RUBBER AND PRODUCE COMPANY LIMITED, ALAPPUZHA

Profit before Depreciation

Profit before Taxation

Less: Provision for Taxation