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Directors Report of Assam Company (India) Ltd.

Mar 31, 2018

Dear Members,

The Directors present the Forty First Annual Report together with the Audited Financial Statements for the Financial Year ended 31^st March, 2018.

The Financial Results are set out below:

Financial Performance

The summarized Standalone and Consolidated results of your Company and its subsidiaries are given in the table below :

Particulars	Financial Year ended (Rs.)
	Standalone		Consolidated
	31/03/2018	31/03/2017	31/03/2018	31/03/2017
Income
Revenue from Operations	1,621,619,420	2,107,831,167	1,622,123,851	2,108,271,338
Other Income	195,544,148	43,468,274	195,578,528	93,495,200
Total Income	1,817,163,568	2,151,299,441	1,817,702,379	2,201,766,539
Expenses
Cost of Materials Consumed	0	0	390,271	177,239
Changes in Inventories of Finished Goods	19,221,883	46,489,290	19,216,494	46,491,231
Employee Benefits Expense	943,090,758	1,030,452,593	943,175,615	1,030,452,593
Finance Cost	416,874,731	318,302,583	422,474,731	345,322,427
Depreciation and Amortisation Expense	123,592,437	149,052,323	123,594,803	149,054,689
Other Expenses	8,142,308,472	1,257,517,920	8,503,742,401	1,260,533,649
Total Expenses	9,645,088,281	2,801,814,709	10,012,594,314	2,832,031,828
Profit/(loss) before Tax	(7,827,924,713)	(650,515268)	(8,194,891,935)	(630,265,289)
Tax Expenses		-
Current Tax	0	0	(37,717,134)	0
Deferred Tax	0	0	4,087,721	(745,334,180)
Adjustments for earlier years	(37,705,936)	0	0	0
Profit/(Loss) After Tax Before Minority Interest	(7,790,218,777)	(650,515,268)	(8,161,262,523)	115,068,891
Minority Interest	0	0	(26,112,672)	(47,685)
Profit / (Loss) for the year	(7,790,218,777)	(650,515,268)	(8,135,149,851)	115,116,576
Other Comprehensive Income Items that will not be Reclassified to Profit or Loss Remeasurements on Post-employment Defined Benefit Plans Income Tax on Above	48,134,723	(33,520,949)	48,134,723	(33,520,949)
Total Other Comprehensive Income, Net of Tax	48,134,723	(33,520,949)	48,134,723	(33,520,949)
Total Comprehensive Income for the Year	(7,742,084,054)	(684,036,217)	(8,087,015,128)	81,595,627
Profit / (Loss) per Equity Share (Nominal Value Re. 1/per Share)
Basic	(25.15)	(2.10)	(26.26)	0.37
Diluted	(25.15)	(2.10)	(26.26)	0.37
Equity Share Capital
Authorized 500.000.000 Equity Shares of Re. 1/- each 1.000.000 Non Cumulative Redeemable Preference Shares of Rs. 100/- each	500.000.000 100.000.000	500.000.000 100.000.000	500.000.000 100.000.000	500.000.000 100.000.000
Issued, Subscribed and Paid-up 309,760,963 Equity Shares of Re. 1/- each Fully Paid up	309,760,963	309,760,963	309,760,963	309,760,963

Extract of Annual Return

As per the provisions of Section 92(3) of the Companies Act, 2013 (âthe Act''), read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is given in Annexure 1, forming part of this Report.

Details of Board meetings

During the year, 5 Meetings of the Board of Directors were held, which includes a Meeting of the Independent Directors as required under the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), and the Secretarial Standard I. The details of the Meetings are furnished in the Corporate Governance Report.

Significant events from the end of Financial Year till the date of this Report

Your Directors wish to inform you that the Company was under Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code (IBC), 2016, pursuant to an Order dated 26^th October, 2017, passed by the Hon''ble National Company Law Tribunal (NCLT) , Guwahati Bench, appointing Mr. Vinod Kumar Kothari as the Interim Resolution Professional (IRP). Pursuant to another NCLT Order dated 12^th January, 2018, NCLT had appointed CA Kannan Tiruvengadam as the Resolution Professional (RP) of the Company and since then he had been discharging the functions as entrusted upon him with respect to the Company.

During the course of CIRP, the RP had floated an Expression of Interest (EOI) and in terms of the EOI, various Resolution Applicants submitted their Resolution Plan to the RP and ultimately BRS Ventures Investment Limited, a company incorporated in United Arab Emirates was declared as the Successful Resolution Applicant and the RP filed an application before the NCLT, Guwahati Bench, in order to approve their Resolution Plan.

The NCLT, Guwahati Bench, has by its Order dated 20^th September, 2018, approved the Resolution Plan and upon such approval, BRS Ventures Investment Limited has taken control of the affairs of the Company, under the Chairmanship of Dr. Bavaguthu Raghuram Shetty.

The new Promoters have already made payment of the first tranche amounting to INR 600 Crores in order to disburse the said amount in terms of the Resolution Plan.

The Committee of Creditors in their meeting held on 24^th September, 2018 has constituted a Monitoring Committee in terms of the Resolution Plan, in order to ensure proper implementation and execution of the Resolution Plan.

The Board of Directors of the Company has also been reconstituted as under:

Dr. Bavaguthu Raghuram Shetty - Chairman

Mr. Binay Raghuram Shetty - Director

Dr. (Mrs.) Chandrakumari Raghuram Shetty - Director

Mr. Prajit Vasudevan Maroli- Independent Director

Mr. Sanjay Jain - Independent Director

Declaration by Independent Directors

Mr. Prajit Vaudevan Maroli and Mr. Sanjay Jain are the Independent Directors on the newly reconstituted Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149(6) of the Act and the Rules made thereunder about their status as Independent Directors of the Company.

Directorsâ Responsibility Statement

The undersigned has relied upon the Directors'' Responsibility Statement furnished by the then Resolution Professional CA Kannan Tiruvengadam, Chartered Accountant.

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, (âthe Actâ) and, based upon the representations from the Management, it is stated that:

(a) in the preparation of the Annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Nomination and Remuneration Committee of the Company

The Company has a Nomination and Remuneration Committee of the Board and has adopted the Remuneration Policy for the appointment and remuneration of the Directors, Key Managerial Personnel and other Senior Executives of the Company along with other related matters, which has been formulated in terms of the requirement of the Companies Act, 2013, the Listing Agreement and the Listing Regulations. The Policy is uploaded on the Company''s website (URL:www.assamco.com).

Particulars of Loans, Guarantees or Investments

Particulars of Loans, Guarantees or Investments made during the year as required under Section 186 of the Companies Act, 2013, are provided in the Financial Statements.

Related Party Transactions

All Related Party Transactions are in compliance with the applicable provisions of the Act and the Listing Regulations. There are no materially significant Related Party Transactions made by the Company with related parties. Details of the transactions with related parties are provided in the form aOc - 2 (as annexed to this Report as Annexure â2â) and also in the Note no. 40 of the Financial Statements in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. A statement of all Related Party Transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Company has also adopted a Related Party Transactions Policy. The Policy is uploaded on the Company''s website (URL:www.assamco.com). The objective is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties.

Summary of Operations

Tea production of the Company has gone down during the Financial Year 2017-18 in comparison to the previous Financial Year. The Company, during its Financial Year ended on 31^st March, 2018, produced 8.92 Million Kgs. of tea as against 10.86 Million Kgs. during its previous year ended on 31^st March, 2017. The average price realization of made tea was less than during the Financial Year 2017-18 in comparison to the previous Financial Year. The Company during its Financial Year ended on 31^st March, 2018, sold 8.71 Million Kgs. of tea at an average price of Rs. 182.51/Kg. as against 10.73 Million Kgs. sold during its previous year ended on 31^st March, 2017, at an average price of 197.25/Kg.

There was no operation in the Oil & Gas business during the Year 2017-18.

The Management Discussion and Analysis Report given in Annexure â3â forms a part of this Report and covers, amongst other matters, the Global Tea scenario and the performance of the Company during the Financial Year 2017-18.

Dividend and Reserves

The Company has incurred losses for the year under report and hence the proposal of dividend does not arise.

Material changes and commitment, if any, affecting financial position of the Company from the end of Financial Year and till the date of this Report

Save and except the NCLT, Guwahati Bench''s Order dated 20^th September, 2018, approving the Resolution Plan. and BRS Ventures Investment Limited taking control the affairs of the Company, under the Chairmanship of Dr. Bavaguthu Raghuram Shetty, there has been no material change and commitment, affecting the financial position of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed under Section 134 (3) (m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure â4â, forming part of this Report.

Corporate Social Responsibility (CSR)

In accordance with Section 135 of the Act and Rules framed thereunder, your Company has adopted a Policy of CSR and the Board has constituted a Committee for implementing the CSR Activities. Composition of the Committee are provided in the Corporate Governance Report. Expenditure on CSR activities is not applicable to your Company.

Performance Evaluation of the Directors

Pursuant to the NCLT, Guwahati Bench''s Order dated 20^th September, 2018, approving the Resolution Plan, the Company has newly reconstituted the Board of Directors of the Company. Thereby, the annual performance evaluation of the Directors individually as well as evaluation of the working of the Board and the Committees of the Board, by way of individual and collective feedback from the Directors, is not applicable.

Subsidiary Companies

Pursuant to sub-section (3) of Section 129 of the Act, a statement containing the salient features of the Financial Statement of each of the subsidiary in the prescribed Form AOC - 1 is annexed to this Report as Annexure â5â.

The Financial Statements of the Subsidiaries are also available on the website of the Company (www.assam-co.com). Policy for determining material subsidiaries of the Company is uploaded on the Company''s website (URL:www.assamco.com).

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Dr. Bavaguthu Raghuram Shetty, Mr. Binay Raghuram Shetty and Dr. (Mrs.) Chandrakumari Raghuram Shetty are to be appointed as Directors of the Company, subject to the approval of the shareholders at the forthcoming Annual General Meeting (AGM) of the Company.

Pursuant to Section 149 (10) of the Act, read along with the Rules framed thereunder, Mr. Prajit Vasudevan Maroli and Mr. Sanjay Jain are to be appointed as Independent Directors of the Company and to hold office for a term upto five consecutive years commencing from 9^th October, 2018, subject to the approval of the shareholders at the forthcoming Annual General Meeting (AGM) of the Company. Further, pursuant to the Sections 149(13) and 152 of the Act, provisions for the retirement of directors by rotation shall not apply to such Independent Directors.

As on date, Mr. Sanjay Sharma, Chief Financial Officer and Ms. Sreya Mitra, Company Secretary, are the Key Managerial Personnel of the Company.

Committees of Board

The details pertaining to composition of the Board Committees and terms of reference are included in the Corporate Governance Report, which forms part of this Report as Annexure â6â.

Auditors

(i) Statutory Auditors

In the 38^th Annual General Meeting (AGM) held on June 24, 2015, Messrs De Chakraborty & Sen, Chartered Accountants had been appointed as Statutory Auditors of the Company for a period of 5 years. Further, they have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

Further, the report of the Statutory Auditors along with notes is enclosed to this report. The remarks in the Standalone and Consolidated Report are already explained in the Notes to Accounts and as such does not call for any further explanation or elucidation.

Subsequent to the resignation by Messrs De Chakraborty & Sen, Chartered Accountants from the office of the Statutory Auditors of the Company w.e.f. 31^st August, 2018 and on the recommendation of the Audit Committee, Messrs Saraf & Chandra LLP, Chartered Accountants, are appointed as the Statutory Auditors of the Company for a period of 5 (five) years, subject to the approval of the Members at the forthcoming Annual General Meeting of the Company.

(ii) Cost Audit

Pursuant to Section 148 of the Act, the Central Government has made it mandatory for the Company to conduct a cost audit and accordingly, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of Messrs BCD & Associates having registration No. 100410, as the Cost Auditors of the Company to conduct cost audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time for the year ended 31st March, 2018.

Messrs BCD & Associates, have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act, 1956.

A resolution seeking Members'' ratification for the remuneration payable to Cost Auditors forms part of the Notice of the 41^st Annual General Meeting of the Company and the same is recommended for your consideration and approval.

(iii) Secretarial Audit

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, Messrs 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 as Annexure â7â. The comments on the Report are given as under :

(a) Constitution of the Board of Directors, Nomination and Remuneration Committee and non-appointment of a Woman Director in the Board - Due to non-availability of suitable persons, we are yet to appoint other Director(s) in the Board, a Non-Executive Director in the Nomination and Remuneration Committee and a Woman Director in the Board of your Company.

(b) Non charging of the interest on Inter-Corporate Loan according to Section 186 of the Companies Act, 2013 - As most of the Companies are yet to start their revenue activities or does not have sufficient profit / working capital, your Company did not charge any interest on the inter-corporate loan.

(c) Charges appeared in the MCA website in relation to the Secured Debt which since has been repaid - The Company have taken necessary steps to remove the charges which have been repaid, but are still appearing in the MCA website.

(d) Irregularities in depositing Provident Fund with the Authority and payment of Gratuity - The Company has faced severe liquidity crisis and in all it''s estates has even fallen short of the targeted crop, which has aggravated the overall cash flow situation further. These are the reasons behind our failing to deposit the arrear Provident Fund and Gratuity.

Human Resources

Your Company treats its âhuman resourcesâ as one of its most important assets.

Your Company continuously invest in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Internal Financial Controls

The Internal Financial Controls with reference to the Financial Statements are included in the Management Discussion and Analysis Report, which forms part of this Report.

Transfer of Amounts to Investor Education and Protection Fund

The Company has transferred a sum of Rs. 576,183 during the Financial Year 2017-18 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 124 of the Act. The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates of payment. Prior to transferring the aforesaid sum, the Company has sent reminders to shareholders for submitting their claims for unclaimed dividend.

Further, in accordance with the provisions of Section 124(6) of the Companies Act, 2013 and IEPF Rules, 2016, shares on which dividend has not been paid or claimed for seven consecutive years or more, are liable to be transferred to IEPF Suspense Account. Members who have not claimed dividend for previous year(s) are requested to claim the same by approaching the Company or the R & T Agents of the Company.

Deposits

The Company has not accepted any deposits from the public/members under section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rule, 2014 during the year.

Particulars of Employees

The statement under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and particulars required under Section 197 (12) of the Act are given in Annexure â8â, forming a part of this Report.

The said Annexure shall be provided to the Members on a specific request made in writing to the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company up to the date of the Annual General Meeting.

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status of the Company:

NCLT had by its Order dated 26^th October, 2017, initiated CIRP against the Company and had appointed Mr. Vinod Kumar Kothari as the Interim Resolution Professional. Subsequently, vide its Order dated 12^th January, 2018, NCLT had appointed CA Kannan Tiruvengadam as the Resolution Professional of the Company.

NCLT, Guwahati Bench, has by its Order dated 20^th September, 2018, approved the Resolution Plan and upon such approval, BRS Ventures Investment Limited has been appointed as the Successful Resolution Applicant. As the normal operations were continuing, its Financial Statements were prepared on a Going Concern basis.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at the workplace and has set up Internal Complaints Committee (ICC) for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year 2017-18, the Company has not received any complaint of sexual harassment.

Corporate Governance

Your Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and the Listing Regulations. A separate section on Corporate Governance under the Listing Regulations, along with a Certificate from Mr. Vijayakrishna KT, Practising Company Secretaries, is given in Annexure â6â, forming part of this Report.

Familiarization programme for Independent Directors:

The details of the programme for familiarization of Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company (www.assamco.com)

Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing Vigil Mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the Mechanism. The policy of Vigil Mechanism is available on the Company''s website (www.assamco.com)

Green Initiatives

As per our green initiative, the electronic copies of this Annual Report are sent to all members whose e-mail addresses are registered with the Company. For Members who have not registered their e-mail addresses, physical copies of this Annual Report are being sent by permitted mode.

Acknowledgement

The Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

The Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

The Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

By Order of the Board

Assam Company India Limited

Dr. B. R. Shetty

Place: Abu Dhabi, UAE Chairman

Date: 14^th November, 2018 DIN: 00026740

Mar 31, 2016

DIRECTORSâ REPORT

Dear Members,

The Directors present the Thirty Ninth Annual Report together with the Audited Statement of Accounts for the year ended 31^st March, 2016.

The Financial Results are set out below:

Financial Performance

The summarized standalone and consolidated results of your Company and its subsidiaries are given in the table below :

Particulars	Financial Year ended (Rs.)
	Standalone		Consolidated
	31/03/2016	31/12/2014	31/03/2016	31/12/2014
Income	3,030,069,242	2,520,034,153	3,030,612,088	2,520,577,373
Profit/(loss) before Interest, Depreciation, Exceptional Items & Tax	142,144,827	719,723,376	141,442,032	718,118,220
Interest and Finance Charges	580,580,127	622,106,894	633,808,479	622,106,894
Depreciation	94,634,278	49,446,718	94,702,541	49,464,440
Profit/(loss) before Exceptional Items & Tax	(533,069,578)	48,169,764	(587,068,988)	46,546,886
Exceptional Item	0	0	17,843,992	0
Profit/(loss) before Tax	(533,069,578)	48,169,764	(604,912,980)	46,546,886
Provision for Income Tax (including for earlier years)	0	36,394,250	0	36,394,250
Profit/(Loss) After Tax Before Minority Interest	(533,069,578)	11,775,514	(604,912,980)	10,152,636
Minority Interest	0	0	(113,164)	(56,268)
Profit/ Loss for the year	(533,069,578)	11,775,514	(604,799,816)	10,208,904
Balance brought forward from previous year	1,032,032,727	1,020,257,213	(146,600,060)	(158,614,845)
Adjustment to Balance brought forward on exclusion of AONGCL / AONGL	0	0	(21,261,110)	1,805,881
Adjustment for Depreciation	(25,533,451)	0	(25,533,451)	0
Available for Appropriation	473,429,698	1,032,032,727	(798,194,437)	(146,600,060)
Balance carried forward	473,429,698	1,032,032,727	(798,194,437)	(146,600,060)

Extract of Annual Return

As per the provisions of Section 92(3) of the Companies Act, 2013 (âthe Act'') read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in Form MGT-9 is given in Annexure 1, forming part of this Report.

Details of Board meetings

During the year, 7 meetings of the Board of Directors were held, which includes a Meeting of the Independent Directors as required under the Act, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), and the Secretarial Standard I. The details of the meetings are furnished in the Corporate Governance Report.

Directorsâ Responsibility Statement

In accordance with the provisions of Section 134 (3) (c) of the Companies Act, 2013, (âthe Actâ) and based upon the representations from the Management, the Board states that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

(d) the Directors had prepared the annual accounts on a going concern basis; and

(e) the Directors, in the case of a listed company, had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration by Independent Directors

Mr. Amit Halder and Mr. Sanjay Khandelwal are the Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149(6) of the Act and the Rules made there under about their status as Independent Directors of the Company.

Nomination and Remuneration Committee of the Company

Your Company has a Nomination and Remuneration Committee of the Board and has adopted the Remuneration Policy for the appointment and remuneration of the Directors, Key Managerial Personnel and other Senior Executives of the Company along with other related matters, which has been formulated in terms of the requirement of the Companies Act, 2013, the Listing Agreement and the Listing Regulations. The Policy is uploaded on the Company''s Website (URL : www.assamco.com).

Particulars of Loans, Guarantees or Investments:

Particulars of Loans, Guarantees or Investments made during the year as required under Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations are provided in the Notes to the Standalone Financial Statements.

Related Party Transactions

All Related Party Transactions were in compliance with the applicable provisions of the Act, the Listing Agreement and the Listing Regulations. There are no materially significant Related Party Transactions made by the Company with related parties. Details of the transactions with related parties are provided in the form AOC - 2 (as annexed to this Report as Annexure â2â) and also in the financial statements in accordance with the Accounting Standards.

Your Company has also adopted a Related Party Transactions Policy. The Policy is uploaded on the Company''s Website (URL:www.assamco.com). The objective is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties.

Summary of Operations

In order to allign with the financial year, as per the provisions of the Companies Act, 2013, the Company extended the financial year by three months i.e. ending on 31st March, 2016. Accordingly, the figures for the 15 months period ended on 31st March, 2016, consists of two lean tea season period having negligible crop production, as a result of which, your Company suffered a loss of Rs. 53, 30,69,578 compared to the Profit of Rs. 1,17,75,514 earned during the previous year. The performance of the Company was also affected due to substantial increase of Salaries and Wages and increase in costs of various other inputs of tea operation. The Management Discussion and Analysis Report given in Annexure â3â forms a part of this Report and covers, amongst other matters, the performance of the Company during the Financial Year 2015-16.

Dividend and Reserves

Considering the continued weak operating environment in the business, your Directors do not recommend any Dividend for the Financial Year 2015-16.

Accordingly, your Company does not propose to carry any amount to the reserves.

Material changes and commitment, if any, affecting financial position of the Company from the end of Financial Year and till the date of this Report

There has been no material change and commitment, affecting the financial position of the Company occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this Report.

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

The particulars as prescribed under Section 134 of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure â4â, forming part of this Report.

Corporate Social Responsibility (CSR)

In accordance with Section 135 of the Act and Rules framed there under, your Company has adopted a Policy of CSR and the Board has constituted a Committee for implementing the CSR Activities. Composition of the Committee are provided in the Corporate Governance Report. Expenditure on CSR activities are not applicable to your Company.

Board Evaluation

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

Statement containing salient features of Financial Statements

Pursuant to sub-section (3) of Section 129 of the Act, a statement containing the salient features of the Financial Statement of each of the subsidiaries in the prescribed Form AOC - 1 is annexed to this Report as Annexure â5â.

The Financial Statements of the Subsidiaries are also available on the Website of the Company (www.assamco. com).

Directors and Key Managerial Personnel

Pursuant to Section 149 (10) of the Act, read along with the Rules framed there under, the Members had at the 38^th Annual General Meeting (AGM) of the Company held on 24^th June, 2015, approved the appointment of Independent Directors (viz Mr. Amit Halder and Mr. Sanjay Khandelwal) to hold office for a term upto 5 (five) consecutive years from the conclusion of that AGM until the conclusion of the 43^rd AGM. Further, pursuant to the Sections 149(13) and 152 of the Act, provisions for the retirement of rotation of Directors shall not apply to such Independent Directors.

Pursuant to Section 197 and 196 read with Schedule V and other applicable provisions of the Act, the Members had at the 38th Annual General Meeting (AGM) of the Company held on 24^th June, 2015, approved the re-appointment of Mr. A. K. Jajodia, Managing Director, of the Company, to hold office for a term up to 3 (three) consecutive years from the conclusion of that AGM until the conclusion of the 41st AGM.

Necessary resolutions relating to the Director who is seeking re-appointment is included in the Notice of the AGM. The relevant details of the said Director is given in the annexure to the Notice of the AGM.

As on date, Mr. A. K. Jajodia, Managing Director, Mr. Sanjay Sharma, Chief Financial Officer and Ms. Sreya Mitra, Company Secretary, are the Key Managerial Personnel of the Company.

Committees of Board

The details pertaining to composition of the Board Committees and terms of reference are included in the Corporate Governance Report, which forms part of this Report as Annexure â6â.

Auditors (i) Statutory Auditors

In the last Annual General Meeting (AGM) held on 24th June, 2015, M/s. De Chakraborty & Sen, Chartered Accountants have been appointed Statutory Auditors of the Company for a period of 5 years. Ratification of appointment of Statutory Auditors is being sought from the Members of the Company at this AGM. Further, they have, under Section 139(1) of the Act and the Rules framed there under furnished a certificate of their eligibility and consent for appointment.

Further, the Report of the Statutory Auditors along with notes is enclosed to this Report. The remarks in the Report are already explained in the Notes to Accounts and as such, does not call for any further explanation or elucidation.

A resolution seeking ratification of their appointment forms part of the Notice convening the 39^th Annual General Meeting and the same is recommended for your consideration and approval.

(ii) Cost Audit

Pursuant to Section 148 of the Act, the Central Government has made it mandatory for the Company to conduct a Cost Audit and accordingly, the Company is required to have the audit of its cost records conducted by a Cost Accountant in practice. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s BCD & Associates, having Registration No. 100410, as the Cost Auditors of the Company to conduct Cost Audits pertaining to relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time for the year ending March 31, 2017.

M/s BCD & Associates, have vast experience in the field of Cost Audit and have conducted the audit of the cost records of the Company for the past several years under the provisions of the erstwhile Companies Act, 1956.

A resolution seeking Members'' ratification for the remuneration payable to Cost Auditors forms part of the Notice of the 39^th Annual General Meeting of the Company and the same is recommended for your consideration and approval.

(iii) 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 as Annexure â7â. The comments on the Report are given as under :

(a) Constitution of Nomination and Remuneration Committee and non-appointment of a Woman Director in the Board - Due to non availability of suitable persons, we are yet to appoint a Non-Executive Director in the Nomination and Remuneration Committee and a Woman Director in the Board of your Company.

(b) Non charging of the interest on inter-corporate loan according to Section 186 of the Companies Act, 2013 - As most of the Companies are yet to start their revenue activities or does not have sufficient profit / working capital, your Company did not charge any interest on the inter- corporate loan.

(c) Charges appeared in the MCA Website, in relation to the secured debt, which since has been repaid - The Company have taken necessary steps to remove the charges which have been repaid, but are still appearing in the MCA Website.

Human Resources

Your Company treats its âHuman Resourcesâ as one of its most important assets.

Internal Financial Controls

The Internal Financial Controls with reference to the Financial Statements are included in the Management Discussion and Analysis Report, which forms part of this Report.

Transfer of Amounts to Investor Education and Protection Fund

The Company has transferred a sum of Rs. 269,023 during the Financial Year 2015-16 to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 124 of the Act. The said amount represents unclaimed dividends which were lying with the Company for a period of seven years from their respective due dates of payment. Prior to transferring the aforesaid sum, the Company has sent reminders to shareholders for submitting their claims for unclaimed dividend.

Deposits

The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rule, 2014, during the year.

Particulars of Employees

Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the Going Concern Status of the Company

There has been no significant and material order passed by the Regulators or Courts or Tribunals impacting the Going Concern Status of the Company''s operations.

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards Sexual Harassment at the Workplace and has set up an Internal Complaints Committee (ICC) for Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. During the year 2015-16, the Company has not received any complaint of sexual harassment.

Corporate Governance

Your Company has complied with the Corporate Governance requirements under the Companies Act, 2013 and as stipulated under the Listing Agreement and the Listing Regulations. A separate section on Corporate Governance under the Listing Regulations, along with a Certificate from M/s. S. Sarkar & Associates, Practicing Company Secretaries, are given in Annexure â6â, forming part of this Report.

Familiarization programme for Independent Directors

Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing Vigil Mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism. The policy of Vigil Mechanism is available on the Company''s Website (www.assamco.com)

Listing Agreement

The Company has entered into new Agreements with BSE Limited and National Stock Exchange of India Limited, in compliance with Regulation 109 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended by SEBI.

Green Initiatives

As per our green initiative, the electronic copies of this Annual Report including the Notice of the Thirty Ninth AGM are sent to all Members whose e-mail addresses are registered with the Company. For Members who have not registered their e-mail addresses, physical copies of this Annual Report including the Notice are being sent by permitted mode.

The Company is providing e-Voting facility to all its Members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administrative) Rules, 2014. The instruction for e-Voting is provided in the Notice.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

On behalf of the Board of Directors

A. K. Jajodia - Managing Director

Kolkata Amit Halder - Director

27^th May, 2016 Sanjay Khandelwal - Director

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, 2011

The Board presents the Thirty-Fifth Annual Report and Accounts for the year ended 31st December, 2011.

The Financial Results are set out below :

Year ended Year ended 31.12.2011 31.12.2010 Rs. Rs.

Income 2,86,34,63,147 2,31,54,55,081

Profit before Interest, Depreciation, Amortisation, Taxes and Exceptional Items 37,27,47,498 51,10,07,495

Interest and Finance Charges 6,25,26,113 4,71,43,754

Depreciation / Amortisation 7,87,35,868 11,19,20,540

Profit before Exceptional Items and Taxes 23,14,85,517 35,19,43,201

Exceptional Items (1,50,18,849) 21,41,59,165

Profit before Tax 24,65,04,366 13,77,84,036

Provision for Tax 6,05,00,000 3,88,46,262

Profit after Tax 18,60,04,366 9,89,37,774

Balance brought forward from previous year 59,53,40,178 57,58,29,791

Available for Appropriation 78,13,44,544 67,47,67,565

The Board propose the following Appropriation:

Proposed Dividend 1,54,88,048 6,19,52,193

Dividend Tax 25,12,549 1,00,50,194

Transferred to General Reserve 15,00,000 74,25,000

Balance Carried Forward 76,18,43,947 59,53,40,178

78,13,44,544 67,47,67,565

Inspite of the Oil and Gas Division not being able to generate any Revenue, Income increased by nearly 24% and the Profit after Tax increased by 88 %.

Directors' Responsibility Statement

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 (Ãthe ActÃ) 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 Ãgoing concernÃ basis.

Dividend

The Board felt it prudent keeping in view the long term interest of the Company to conserve finances for future expansion and hence recommend a Dividend of Rs 0.50 per Equity Shares of Rs 1 each in respect of the Financial Year 2011.

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 2011, 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 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 CompanyÃs Registered Office except for Duncan Macneill Natural Resources Limited the Audited Accounts of which for the year ended 31st December, 2011, are awaited.

During the year under review, Assam Oil and Natural Gas Limited, Cayman Islands became a Wholly Owned Subsidiary of the Company.

Directors

Mr. Umesh Barasia, Mr. Bharat Anand and Mr. Pradip Tusnial resigned from the Board on 7th February, 2011, 29th February, 2012 and 21st March, 2012 respectively. The Board wishes to place on record its appreciation of the valuable guidance and support received from them during their respective tenure as a Director of the Company.

The Directors of the Company, by two Resolutions passed by Circulation on 19th March, 2012 and 1st August, 2012, appointed Mr. Amit Halder and Mr. Sarvadaman Ray respectively as Additional Directors (Non-Executive, Independent Directors). Mr. Halder and Mr. Ray retire at the respective ensuing Annual General Meeting. The Company has received Notices under Section 257 of the Companies Act, 1956, from two Members signifying their intention to propose Mr. Halder and Mr. Ray as candidates for Directorship of the Company. Mr. HalderÃs and Mr. RayÃs period of office will be liable to retirement by rotation.

In terms of Section 256 of the Companies Act, 1956, Dr. K.K. Jajodia, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

The tenure of Mr. Aditya Kumar Jajodia, as the Managing Director of the Company, will cease on 30th September, 2012. Based on the recommendations of the Remuneration Committee, the Board at its Meeting held on 31st August, 2012, proposed the reappointment of Mr. Aditya Kumar Jajodia as the Managing Director for a further period of three years commencing from 1st October, 2012 to 30th September, 2015, at a revised Remuneration. For this purpose, a suitable Resolution is being included in the Notice convening 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 BCD & Associates as its Cost Auditors.

Auditors

Walker Chandiok & Company, Chartered Accountants, were appointed as the Statutory Auditors of the Company on 29th September, 2011. They had resigned as the Auditors of the Company on 19th March, 2012. De Chakraborty & Sen, Chartered Accountants, were appointed as Statutory Auditors with effect from 9th July, 2012 to hold office until the conclusion of the ensuing Annual General Meeting.

De Chakraborty & Sen, Chartered Accountants, being eligible, wishes to offer themselves for re-appointment.

Auditors' Observations

The remarks in the AuditorsÃ 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 19 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 time upto 31st December, 2012, to pay the overdue amount, the Board thought it prudent, not to provide in these Accounts.

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 Agreement along with the AuditorsÃ Certificate is attached.

With Reference to the remark in Clause 3(a) of the AuditorsÃ Report in terms of Clause 49(I)(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 as the case may be. This requirement has been complied with.

With reference to the remark in Clause 3(b) of the AuditorsÃ Report, the Limited Review of the Quarterly Financial Results were not carried out by the previous 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 ÃAÃ 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 ÃBÃ 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

A. K. Jajodia Ã Managing Director

Amit Halder Ã Director

Sarvadaman Ray Ã 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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