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Directors Report of Assam Company (India) Ltd.

Dec 31, 2014

Dear Members,

The Board presents the Thirty Eighth Annual Report and Accounts for the year ended 31st December, 2014. The Financial Results are set out below :

Year ended Year ended 31stDecember, 31stDecember, 2014 2013

Income 2,52,00,34,153 2,58,54,94,472

Profit before Interest, Depreciation and Amortisation 71,97,23,376 78,33,26,300

Interest and Finance Charges 62,21,06,894 61,29,26,436

Depreciation / Amortisation 4,94,46,718 5,80,91,424

Profit before Tax 4,81,69,764 11,23,10,440

ProvisionforTax&TaxAdjustment 3,63,94,250 3,67,00,000

Profit after Tax 1,17,75,514 7,56,10,440

Balance brought forward from previous year 1,02,02,57,213 94,46,46,773

AvailableforAppropriation 1,03,20,32,727 1,02,02,57,213

BalanceCarriedForward 1,03,20,32,727 1,02,02,57,213

Directors'' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 ("the Act") and based upon the representations from the Management, the Board states that:

a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures;

b) the Directors have selected such accounting policies, applied them consistently and made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year;

c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts of the Company on a "going concern" basis.

Dividend

With a view to conserve resources to meet capital expenses required in oil and tea business in near future, your Directors feel it prudent not to recommend any Dividend for the Financial Year 2014.

Management Discussion and Analysis Report

The annexed Management Discussion and Analysis Report forms a part of this Report and covers, amongst other matters, the performance of the Company during the Financial Year 2014 as well as the future outlook.

Subsidiary Companies

The Statement pursuant to Section 212 of the Companies Act, 1956, containing details of Subsidiary Companies forms part of this Report.

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company.

Subject to prior arrangement, the Audited Annual Accounts of the Subsidiary Companies will be available for inspection by any Member at the Company''s Registered Office on all working days (except Saturday) between 11:00 a.m. and 1:00 p.m. prior to the date of Annual General Meeting.

Directors

Mr. Amit Kumar Ghosh resigned from the Board with effect from 26th February, 2015. The Board wishes to place on record its appreciation of the valuable guidance and support given by him during his tenure as a Director of the Company.

At the Meeting of the Board of Directors of the Company held on 5th February, 2015, Mr. Sanjay Khandelwal was appointed as a Non-Executive Independent Director. Mr. Khandelwal retires at the ensuing Annual General Meeting. The Company has received a Notice under Section 160 of the Companies Act, 2013, from a Member signifying his intention to propose Mr. Khandelwal as a candidate for Directorship of the Company.

All the Directors have filed requisite forms and declarations as required under Section 164(2) and 184 (1) of the Companies Act, 2013. The brief resume/details relating to Directors who is to be appointed is furnished in the Notice of the ensuing Annual General Meeting.

Cost Audit

The Central Government has made it mandatory for the Company to conduct a cost audit and accordingly, the Company has appointed M/s. BCD & Associates, Cost Accountants, as its Cost Auditors.

Auditors

M/s. De Chakraborty & Sen, Chartered Accountants, the Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment for a period of 5 (five) years. The Audit Committee has recommended their re-appointment as the Auditors of the Company.

Auditors'' Observations

The remarks in the Auditors'' Report are already explained in the Notes to the Accounts and as such, does not call for any further explanation or elucidation.

Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. S. Sarkar & Associates, Practicing Company Secretaries have been appointed as the Secretarial Auditors of the Company. The Report of the Secretarial Auditors is annexed to and forms a part of this Report. The Report is self-explanatory and does not call for any further comments.

Report on Corporate Governance

In accordance with the Listing Agreements with the Stock Exchanges, the Report on Corporate Governance in accordance with Clause 49 of the Listing Agreements along with the Auditors'' Certificate is annexed to and forms a part of this Report.

Particulars as per Section 217 of the Companies Act, 1956

The information relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo, pursuant to Section 217 (1) (e) of the Companies Act, 1956, is set out in Annexure "A" forming part of this Report.

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are set out in Annexure "B" forming part of this Report. Acknowledgement

The Board sincerely thanks the Government of India, Ministry of Petroleum and Natural Gas, other Ministries, the Government of Assam, the Indian Tea Association, Tea Board, the Consortium and other Bankers, Customers, Shareholders, Vendors and other Stakeholders for their continued assistance and co-operation.

The Board also takes this opportunity to acknowledge the industrial harmony at all the tea gardens and other locales and also thanks the employees and other workmen for their commitment and dedication.

On behalf of the Board of Directors

A. K. Jajodia - Managing Director

Kolkata Amit Halder - Director

27th February, 2015 Sanjay Khandelwal - Director


Dec 31, 2012

The Board presents the Thirty-Sixth Annual Report and Accounts for the year ended 31st December, 2012. The Financial Results are set out below: Year ended Year ended 31st December 31st December 2012 2011 Rs. Rs. Income 2,71,77,41,816 3,18,28,22,557 Profit before Interest, Depreciation, Amortisation, Taxes and Exceptional Items 83,79,47,924 82,82,03,001 InterestandFinanceCharges 49,35,95,543 51,79,81,616 Depreciation/Amortisation 7,15,54,037 7,87,35,868 Profi tbe fore Exceptional ltems and Taxes 27,27,98,344 23,14,85,517 Exceptional Items (1,59,05,226) (1,50,18,849) Profit before Tax 28,83,03,423 24,65,04,366 Provision for Tax 8,60,00,000 6,05,00,000 Profit after Tax 20,23,03,423 18,60,04,366 Balance brought forward fromprevious year 76,18,43,947 59,53,40,178 Available for Appropriation 96,41,47,370 78,13,44,544 The Board propose the following Appropriation: Proposed Dividend 1,54,88,048 1,54,88,048 Dividend Tax 25,12,549 25,12,549 Tran sferred to General Reserve 15,00,000 15,00,000 Balance Carried Forward 94,46,46,773 76,18,43,947 96,41,47,370 78,13,44,544 Directors' Responsibility Statement In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 ("the Act") and, based upon the representations from the Management, the Board states that: a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures; b) the Directors have selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year; c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the Annual Accounts of the Company on a "going concern" basis. Dividend The Board is pleased to recommend for the approval of the Members, a Dividend of Re. 0.05 per Equity Share of Re. 1 each, in respect of the Financial Year 2012. Management Discussion and Analysis Report The annexed Management Discussion and Analysis Report forms a part of this Report and covers, amongst other matters and the performance of the Company during the Financial Year 2012 as well as the future outlook. Subsidiary Companies In accordance with the general Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. Subject to prior arrangement, the Audited Annual Accounts of the subsidiary companies will be available for inspection by any Member at the Company's Registered Office. In terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereof, the entire Promoter Shareholding of Namburnadi Tea Company Limited (NTCL) were transferred to Bokahola Tea Co. Pvt. Ltd. Accordingly, NTCL ceased to be a Subsidiary of the Company with effect from 21stJanuary, 2013. Directors In terms of Section 256 of the Companies Act, 1956, Mr. Amit Halder, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. Cost Audit The Central Government has made it mandatory for the Company to conduct a cost audit and accordingly, the Company has appointed BCD & Associates as its Cost Auditors. Auditors De Chakraborty & Sen, Chartered Accountants, the StatutoryAuditors ofthe Company, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Audit Committee has recommended their re-appointment as the Auditors of the Company. Auditors' Observations The remarks in the Auditors' Report are already explained in the Notes to the Accounts and as such, does not call for any further explanation or elucidation. Report on Corporate Governance In accordance with the Listing Agreements with the Stock Exchanges, the Report on Corporate Governance in accordance with Clause 49 of the Listing Agreements along with the Auditors' Certificate is annexed to and forms a part of this Report. Particulars as per Section 217 of the CompaniesAct, 1956 The information relating to Energy Conservation, TechnologyAbsorption, Foreign Exchange Earnings and Outgo, pursuant to Section 217 (1) (e) ofthe CompaniesAct, 1956, is set out in Annexure "A" forming part of this Report. Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are set out in Annexure "B" forming part ofthis Report. Acknowledgement The Board sincerely thanks the Government of India, Ministry of Petroleum and Natural Gas, other Ministries, the Government of Assam, the Indian Tea Association, Tea Board, the Consortium and other Bankers, Customers, Shareholders, Vendors and other Stakeholders for their continued assistance and co-operation. The Board also takes this opportunity to acknowledge the industrial harmony at all the tea gardens and other locales and also thanks the employees and other workmen for their commitment and dedication. On behalf of the Board of Directors A. K. Jajodia Managing Director Kolkata Amit Halder Director 28th February, 2013 Sarvadaman Ray Director


Dec 31, 2010

Dear Members,

The Board presents the Thirty Fourth Annual Report and Accounts for the year ended 31st December, 2010.

The Financial Results are set out below :

Year ended Year ended 31.12.2010 31.12.2009 Rs. Rs.

Profit before Interest, Depreciation,

Amortisation, Taxes and Exceptional Items 51,10,07,495 62,10,63,079

Interest and Finance Charges 4,71,43,754 6,04,75,234

Depreciation / Amortisation 11,19,20,540 12,04,57,775

Profit before Exceptional Items and Taxes 35,19,43,201 44,01,30,070

Exceptional Items 21,41,59,165 19,68,87,328

Profit before Tax 13,77,84,036 24,32,42,742

Provision for Tax 3,88,46,262 4,15,51,000

Profit after Tax 9,89,37,774 20,16,91,727

Balance brought forward from previous year57,58,29,791 46,15,29,727

Available for Appropriation 67,47,67,565 66,32,21,469

The Board propose the following Appropriation:

Proposed Dividend 6,19,52,193 6,19,52,193

Dividend Tax 1,00,50,194 1,02,89,485

Transferred to General Reserve 74,25,000 1,51,50,000

Balance Carried Forward 59,53,40,178 57,58,29,791

67,47,67,565 66,32,21,469

Directors' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Acf, 1956 ("the Act") and, based upon the representations from the Management, the Board states that:

a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures;

b) the Directors have selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year;

c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts of the Company on a "going concern" basis.

Dividend

The Board is pleased to recommend for the approval of the Members a Dividend of Re. 0.20 per equity share of Re. 1 each in respect of the Financial year 2010.

Management Discussion and Analysis Report

The annexed Management Discussion and Analysis Report forms a part of this Report and covers, amongst other matters, the performance of the Company during the Financial Year 2010 as well as the future outlook.

Subsidiary Companies

Approval has been received from the Central Government under Section 212(8) of the Act, exempting the Company from attaching copies of the Reports and Accounts of its Subsidiary Companies. Accordingly, the Reports and Accounts of the Subsidiary Companies have not been attached to this Report. In granting the exemption, the Central Government has directed that specified information on the Subsidiary Companies be separately disclosed. This information has been incorporated in this Annual Report.

Subject to prior arrangement, the Audited Annual Accounts of the Subsidiary Companies will be available for inspection by any Member at the Company's Registered Office.

Any Member interested in obtaining a copy of the Audited Annual Accounts of the Subsidiary Companies can write to the Company Secretary at the Registered Office.

During the year under review:

a) Duncan Macneill Power & Utilities Limited became a wholly owned subsidiary of the Company. The name of this company has subsequently changed to Duncan Macneill Power India Limited.

b) the name of a subsidiary company, Assam Estates Limited, has changed to Dahej Offshore Infrastructure SEZ Limited.

Directors

The Remuneration Committee, at its Meeting held on 6th February, 2011, had recommended to the Board of Directors that Mr. Aditya Kumar Jajodia be paid an enhanced remuneration of Rs. 4,00,000 per month and other allowable perquisites and allowances as the Managing Director of the Company for a further period of 2 (two) years with effect from 1st October, 2010 till 30th September, 2012, which was subsequently approved by the Board of Directors of the Company at its Meeting held on 5th September, 2011, subject to the approval of the Shareholders at the ensuing Annual General Meeting.

Mr. Umesh Barasia resigned from the Board with effect from 7th February, 2011. The Board wishes to place on record its appreciation of the valuable guidance and support given by him during his tenure as a Director of the Company.

Dr. K. K. Jajodia, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

At the Meeting of the Board of Directors of the Company held on 12th August, 2011, Mr. Bharat Anand was appointed as a Non-Executive Independent Director. Mr. Anand retires at the ensuing Annual General Meeting. The Company has received a Notice under Section 257 of the Companies Act, 1956, from a Member signifying his intention to propose Mr. Anand as a candidate for Directorship of the Company. Mr. Anand's period of office will be liable to retirement by rotation.

Cost Audit

The Central Government has made it mandatory for the Company to conduct a cost audit and accordingly the Company has appointed BCD & Associates as its Cost Auditors.

Auditors

Messrs. Lovelock & Lewes, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re- appointment. They have expressed their wish not to offer themselves for re-appointment.

Auditors' Observations

The remarks in the Auditors' Report are already explained in the Notes to the Accounts and as such, does not call for any further explanation or elucidation.

The Board, however, deliberated at length with the Statutory Auditors suggestion to provide for export realisation amount which is overdue. Taking into account the 18 years long association with the Debtors, their track record of making full payment of export dues in the past and considering their request to grant them further time to pay overdue amount the Board thought it prudent not to provide in these Accounts.

Report on Corporate Governance

In accordance with the Listing Agreement with the Stock Exchanges the Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement along with the Auditor's Certificate is attached.

The remarks in the Auditor's Certificate are explained hereunder:

1. Clause 3(a), 3(b):

In terms of Clause 49(l)( c)(iv) of the Listing Agreement, the Board may appoint a new independent director within a period of not more than 180 days from the day of such removal or resignation of a Director as the case may be. This requirement has been complied with.

2. Clause 3(c):

This remark has already been explained in the Report of Corporate Governance, 2010.

3. Clause 3(d):

The Limited Review Report shall be forwarded to the concerned Authorities on receipt from the Statutory Auditors.

Particulars as per Section 217 of the Companies Act, 1956:

The information relating to energy conservation, technology absorption, foreign exchange earnings and outgo, pursuant to Section 217 (1) (e) of the Companies Act, 1956 is set out in Annexure "A" forming part of this Report.

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are set out in Annexure "B" forming part of this Report.

Acknowledgement

The Board sincerely thanks the Government of India, Ministry of Petroleum and Natural Gas, other Ministries, the Government of Assam, Banks and Financial Institutions, the Consortium Partners, Customers, Shareholders, Vendors and other Stakeholders for their continued assistance and co- operation.

The Board also takes this opportunity to acknowledge the industrial harmony at all the tea gardens and other locales and also thanks the employees and other workmen for their commitment and dedication.

On behalf of the Board of Directors

Kolkata A. K. Jajodia - Managing Director

5th September, 2011 P. Tusnial - Director


Dec 31, 2009

The Directors have pleasure in presenting their Thirty-Third Annual Report and Accounts for the year ended 31 st December, 2009.

Financial Results Year ended Year ended 31.12.2009 31.12.2008 Rs. Rs. Profit before Taxation, Depreciation & Exceptional Item 56,05,87,845 30,47,54,517 Less: Depreciation 12,04,57,775 10,39,09,667 44,01,30,070 20,08,44,850 Less: Exceptional Item 19,68,87,328 3,51,85,220 24,32,42,742 16,56,59,630 Add/(Less): Provision for Taxation: Current Tax (Net) (4,15,51,000) (2,70,00,000) Deferred Tax - (3,67,12,493) Net Profit for the year 20,16,91,742 10,19,47,137 Add/(Less): Balance brought forward from previous year 46,15,29,727 41,94,43,315 Available for appropriation 66,32,21,469 52,13,90,452 Your Directors propose the following appropriation : Proposed Dividend 6,19,52,193 4,64,64,144 Dividend Tax thereon 1,02,89,485 78,96,581 Transfer to General Reserves 1,51,50,000 55,00,000 Balance Carried Forward 57,58,29,791 46,15,29,727 66,32,21,469 3,90,452

1. Dividend

Your Directors are pleased to recommend for the approval of the shareholders a dividend of 20% on the paid up equity share capital of the Company.

2. Performance

Gross sales grew from Rs. 184.25 Cr to Rs. 226.17 Cr,

thus recording an overall increase by 22.75 %.

The total manufactured crop was 149.84 Lac Kgs in 2009

as compared to 146.83 Lac Kgs in 2008.

The increase in crop is attributable mainly to "bought leaf"

operation. The production of Orthodox Tea has been

emphasized upon as the market response is favourable to

this variety. Stress has been laid upon capital expenditure

to augment the capacities in factories for Orthodox Tea

production.

Tea prices firmed up during the year due to subdued

production levels globally. The average sales realization at

Rs. 134.41 per Kg was better than the previous year of Rs.

111.53 per Kg.

Quality teas continue to attract premium, although sales prices have increased generally across the wide spectrum of other tea varieties. Overhead costs of inputs like fuel and power, fertilizers, increased wage rate, were controlled to minimize the cost of production which resulted in improved productivity.

The manufacture of quality teas which is renowned in the domestic and overseas market has been maintained through implementation of optimum agricultural practice and this continues to be the focus of the Management.

Exports

The year under review saw stable exports when 38.80 Lac Kgs were exported at gross value of Rs. 63.68 Cr as compared to Rs. 66.07 Cr in 2008. Research and Development

The Companys R&D Unit dedicated to Scientific Research & Development programmes in Assam is recognized by the Ministry of Science and Technology, Govt, of India.

OIL & GAS DIVISION

The year 2009 was primarily engaged to carry on PSDM and Reservoir Characterization study by various internationally recognized agencies to verify the interpretation of 3-D Seismic acquisition which can give a better lead in next drilling campaign with a view to ensure higher success. During the year 2009, the Consortium had pursued the Gas compressions project including dual drilling operation in Well No. 11 for re-injection of gas. In Well No. 11, three zones - Main Barail, Mid Barail and Basement of oil and gas deposit were discovered.

During the year 2009, the performance of oil and gas business was subdued on account of PSDM study and ongoing installation of the Gas Re-injection Plant.

The revenue from oil & gas saw a drop from Rs. 32.73 Cr in 2008 to Rs. 18.35 Cr, while the sale volume of oil & gas which was 54914 BBLS and 20122 MCM in 2008 reduced to 39817 BBLS and 17367 MCM respectively in 2009.

Amguri Field has been producing oil and gas since April, 2006. The well produces high quality crude oil which commands premium value aver "Bonny Light".

The oil and gas pool from where currently the production of oil and gas is generated, was found to be of retrograde gas reservoir and steps have been initiated for an integrated project to ensure adequate pressure and also a full scale gas plant for separating LPG to be sold at a premium. The first phase of the project is under execution at an investment of US$ 10 million and is expected to be completed by July, 2010. On commissioning of this Project, it is expected that the production of oil / oil condensate will be increased considerably from the current level of production.

The PSDM and Reservoir Characterization study have already thrown many highly prospective zones in Amguri Field where the drilling activities can commence from 2010. It is expected that in Phase I about three wells (two Barail and one Tipam wells) will be completed by December, 2010 by deployment of two rigs. Considering the new Geological data, the Consortium expects high level success which will accrue significant revenue to both the partners under Consortium.

In coming next 2-3 years, the Consortium will drill development wells in phases as part of Full Scale Development Plan, which will further augment revenue and cash flow.

In respect of AA-ON/7 Exploration Block, comprising of 787 Sq. Km. (Assam - 468 Sq. Km. and Nagaland - 319 Sq. Km), the Company has made further investments in drilling exploratory wells during the current year and it has

plans to drill more exploratory wells in this Block during the exploration phase. During the exploratory phase in Assam belt, the joint venture has made significant progress in condensating geological leads which will facilitate in finalising the drilling location in Nagaland. As per the geological interpretetion, this area has been found to be highly prospective zone in the North East. Since this Block is still in exploratory phase, exploratory activities will continue to be undertaken till a major discovery of oil and gas is made which is normal in any E&P operations.

With regard to operations in Marginal Discovered Fields, having made investments in work over operations in Laxmijan and Barsilla and having established oil and gas reserve, the Company made strong representation before ONGC seeking amendment of commercial terms to make the operation economically viable due to increased cost of operation. Since the operation was not economically viable, the Management has decided to treat these Marginal Fields as abandoned and subsequently surrendered these Fields back to ONGC.

AA-ONN-2005/1 - Assam - Arakan Basin has been awarded against NELP-VII with ONGC and Oil India Ltd. as partners. ONGC being the Operator has already initiated various minimum work programs that will be completed during 2010-11.

Overseas Assets:

Austin Exploration Limited (AEL>: The Company through its WOS, Duncan Macneill Natural Resources Limited holds shares in AEL which has assets in the US and South Australia. AEL currently maintains working interest and net revenue interests in five key oil and gas assets : two in Australia - namely PEL 105 and PEL 73 and three in the U.S.A. namely Polecat Creek, Park City Project and The Moses Austin Projects.

3. Financial

The quarterly financial results as well as the Limited Review Report were published and submitted to the Stock Exchanges within the requisite time.

Capital Expenditure was incurred towards upgradation of factory buildings, tea machineries and equipments, utility services, irrigation and infrastructure facilities like housing, roads, electrification etc. at its tea estates. Capital Expenditure as per the approved work programme has been incurred towards Oil and Gas Project at Amguri and AA-ON/7. The Company has financial arrangement in place to take care of its future Capital Expenditure programme.

4. Subsidiary Companies

The Statement pursuant to Section 212 of the Companies

Act, 1956, containing details of the subsidiary companies form part of the Accounts.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard 21 prescribed by The Institute of Chartered Accountants of India, form part of the Annual Report and Accounts.

Gujarat Hydrocarbons and Power SEZ Limited

As reported earlier, Gujarat Hydrocarbons and Power SEZ Limited (GHAPSL), a Wholly Owned Subsidiary of the Company had taken possession of 276-18-13 HA land in GIDC Vilayat-Vagra Industrial Estate in the Bharuch District in Gujarat for setting up of a sector specific SEZ Hydrocarbon and related activities. The Lease Deed for the land was executed between GIDC and GHAPSL on 21st February 2008. GHAPSL also undertook steps for Site Clearance and Fencing of the land acquired in the Lease Deed and almost 13.6 km of fencing was completed during the year. The Company has awarded contract for Rapid Environment Impact Assessment (REIA) for obtaining Environmental Clearance (EC) from Ministry of Environment & Forests (MoEF) and the work is on going.

In view of the Panchayat Road which bisects the land, GHAPSL decided to set up two SEZs instead of earlier proposed one SEZ. In this regard, it was decided to earmark the plot north of the Panchayat Road for Energy including New and Renewable Energy (108 HA) and the plot south of the Panchayat Road for Oil & Gas including its Derivatives (Petrochemicals) (140 HA). GHAPSL submitted application to MoC&l on 10th October 2008 for conversion of the In principle approval to Formal approval and both applications for North and South Plot were approved by MoC&l on 6th January, 2009. 140 hectares has got notified on 23rd March, 2010, whereas the Company is expecting notification for 108 hectares within 2010.

Namburnadi Tea Company Limited

During the year under review, the Company sold 5.32 Lac Kgs. of tea as against 4.31 Lac Kgs. of tea during the previous year. Sales was Rs. 5.56 Cr in 2009 as compared to Rs. 3.78 Cr in 2008. Efforts continue to improvise working of the Company. Average realization per Kg increased from Rs. 88/- to Rs. 105/- in 2009.

5. Environment and Social Concern

The Company emphasizes on energy conservation, waste minimization and conservation of resources through

afforestation, control on emissions and effluents. Utmost priority is given to these factors in all the tea Estates and production units.

The facilities at each of the gardens, relating to hospitals, primary schools, creches and rations are the core areas through which social responsibilities are executed. All these measures have ensured smooth commercial operations without adversely affecting the environment.

6. Directors

Mr. Umesh Barasia retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for reappointment.

Mr. Santosh Bhagat resigned from the Board with effect from 24th November, 2009. Your Directors wish to place on record appreciation of services rendered by him to the Company.

Mr. Pradip Tusnial has been appointed as Additional Director with effect from 7th May, 2010.

7. Corporate Governance

A detailed report on Corporate Governance is separately attached together with a report on Management Discussion and Analysis.

8. Directors Responsibility Statement

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:-

(i) that in preparation of the annual accounts for the year ended 31st December, 2009, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the Directors had taken proper and sufficient care 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) that the Directors had prepared the accounts for the

year ended 31st December, 2009 on a going concern basis.

9. Cost Audit

The Central Government has made it mandatory for the Company to conduct a cost audit and accordingly the Company has appointed BCD & Associates as Cost Auditor.

10. Auditors

Messrs. Lovelock & Lewes, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

11. Auditors Observations

The report of the Auditors and the Notes on account is self-explanatory and as such, does not call for any further comments from Directors.

12. Particulars as per Section 217 of the Companies Act, 1956:

The information relating to energy conservation, technology absorption, foreign exchange earnings and outgo, pursuant to Section 217 (1) (e) of the Companies

Act, 1956 is set out in Annexure "A" forming part of this Report.

Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are set out in Annexure "B" forming part of this Report.

13. Acknowledgement

Your Directors sincerely thank the Government of India, Ministry of Petroleum and Natural Gas, other Ministries, the Government of Assam, Banks and Financial Institutions, the Consortium Partners, customers, shareholders, vendors and other related organizations for their continued assistance and co-operation.

Your Directors also appreciate the industrial harmony at all the tea gardens and other locales and commend the dedicated efforts and services put in by the employees and workmen.

On behalf of the Board of Directors Place : Kolkata A. K. Jajodia - Managing Director Date: 7th May, 2010 P. Tusnial - Director

 
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