Assam Company Limited - BSE

Assam Company LimitedMember

Duncan Macneill Group

A N N U A L R E P O R T A N D A C C O U N T SA P R I L - D E C E M B E R , 2 0 0 3

(9 M O N T H S )

ASSAM COMPANY LIMITEDMember: Duncan Macneill Group, U.K.

BOARD OF DIRECTORS

Dr. K. K. Jajodia, Chairman

Mr. A. K. Jajodia, Sr. Managing Director

Mr. Kurush N. Nowroj'ee, Director- Estates

Mr. S. Bhuwalka

Mr. B. P. Kanodia (upto 20.04.2004)

Mr.Vinod B.Tibrewala (with effect from 24.07.2004)

Mr. Santosh Bhagat (with effect from 24.07.2004)

Mr. Pintu Kr. Agarwalla (with effect from 24.07.2004)

Company Secretary

Mr. S. K. Sarma

Auditors

Lovelock & Lewes, Kolkata

Bankers

Allahabad Bank, Kolkata

Bank of Baroda, Kolkata

State Bank of Bikaner & Jaipur, Kolkata-

State Bank of Hyderabad, Kolkata

Oriental Bank of Commerce, Kolkata

Solicitors

Khaitan & Co., Kolkata

R. L.Gaggar, Kolkata

K. LYadav&Co., Kolkata

Registrars & Share Transfer Agents

M/s. C.B. Management Services Pvt. Ltd.

P-22, Bondel Road

Kolkata-700 019.

Phone: 2280-6692-93-94/2486

Registered Office

Greenwood Tea EstateP.O. DibrugarhAssam.

Head Office

Assam Tea House52, Chowringhee RoadKolkata - 700 071.Phone: (033) 2283-8306/09/12

Twenty-seventh Annual General Meeting of the Company will be held at 11.00 A.M. on Thursday,30th September, 2004 at Dibrugarh & District Planters'Club, Lahoal, P.O. Dibrugarh, Assam.

ASSAM COMPANY LIMITED

NOTICENotice is hereby given that the Twenty-seventh Annual GeneralMeeting of Assam Company Limited will be held at 11.00 A.M.on Thursday, 30th September, 2004 at Dibrugarh & DistrictPlanters' Club, Lahoal, P.O. Dibrugarh, Assam to transact thefollowing business :

Ordinary Business

1. To receive, consider and adopt the audited Profit & LossAccount for the nine months period ended 31st December,2003 and the Balance Sheet as at that date together with theReports of the Directors and Auditors thereon.

2. To appoint a Director in place of Dr. K. K. Jajodia, who retiresby rotation and being eligible, offers himself for re-appointment.

3. To appoint a Director in place of Mr. Sanjay Bhuwalka, whoretires by rotation and being eligible, offers himself for re-appointment.

4. To appoint Auditors and to authorise the Board of Directorsto fix their remuneration.

Special Business

5. To consider and if thought fit, to pass with or withoutmodifications, the following resolution as an OrdinaryResolution:

"RESOLVED that Mr. Vinod B. Tibrewala be and is herebyappointed as Director of the Company."


"RESOLVED that Mr. Santosh Bhagat be and is herebyappointed as Director of the Company."


"RESOLVED that Mr. Pintu Kumar Agarwalla be and ishereby appointed as Director of the Company."

8. To consider and if thought fit, to pass with or withoutmodifications, the following resolution as a SpecialResolution:

"RESOLVED that pursuant to Section 31 and all otherapplicable provisions, if any, of the Companies Act, 1956,the Articles of Association of the Company be and is herebyaltered by inserting the following new Articles numbered as108A, 108B, 108C and 108D with Marginal Notes asmentioned against each of the Articles after the existing Article108 as under:

Nominee Directorof Banks/FinancialInstitutions.

108A. In case the Company obtainsany loans/other facilities fromBanks/Financial Institutions andit is a term thereof that the saidBanks/Financial Institution shallhave a right to nominate one ormore directors, then subject tosuch terms and conditions as

SpecialDirectors

108B.

Terms of off ice of 108C.Special Directors.

may be agreed upon, the saidBanks/Financial Institutions shallbe entitled to nominate one ormore directors as the case maybe, on the Board of Directors ofthe Company and to removefrom office any such director soappointed and to nominateanother in his place or in placeof the director so appointed whoresigns or otherwise vacates hisoffice. Any director or directorsso nominated shall not berequired to hold any qualificationshares and shall not be liable toretire by rotation.Any such nomination or removalshall be made in writing andby a resolution of the Boardof Directors of such Banks/Financial Institution and shall besigned by the said Banks/Financial institution or by anyperson duly authorized by it andshall be served at the office ofthe Company.

The Company shall, subject tothe provisions of the Act,be entitled to agree with anyGovernment, person, firm orbody corporate that he or it shallhave the right to appoint his orits nominee on the Board ofDirectors of the Company uponsuch terms and condition as theCompany may deem fit. Suchnominee and their successors inoffice appointed under thisArticle shall be called "SpecialDirectors" of the Company.

The Special Directors appointedunder the last preceding Articleshall be entitled to hold officeuntil retired by the Government,person, firm or body corporatewho may have appointed them,and will not be bound to retire byrotation or subject to Articleshereof. A Special Director shallnot require any qualificationShare-holding. As and whenevera Special Director vacatesoffice whether upon requestas aforesaid or by death,resignation or otherwise, theGovernment, person, firm orbody corporate who appointedsuch Special Director mayappoint another Director inhis place. Every nomination,appointment or removal of aSpecial Director or othernotification under this article


DebentureDirectors.

108D.

shall be in writing and shall incase of a Government be underthe hand of a Secretary to suchGovernment and in the case of aCompany under hand of aDirector of such company dulyauthorized in that behalf by aresolution of the Board ofDirectors. Subject as aforesaid,a Special Director shall beentitled to the same rights andprivileges and be subject to thesame obligations as any otherDirector of the Company.

Any Trust Deed for securingdebentures or debenture stockmay, if so arranged, provide forthe appointment from time totime by the trustees thereof or bythe holders of the debentures ordebenture-stock, of some personto be director of the Companyand may empower such trusteesor holders of debenture ordebenture-stocks from time totime to remove any director soappointed. A director appointed

Registered Office:Greenwood Tea EstateP. O. Dibrugarh, Assam

30th August, 2004

under this Article is hereinafterreferred as a "DebentureDirector" and the term"Debenture Director" means aDirector for the time being inoffice under this Article. Adebenture director shall not bebound to hold any qualificationshares and shall not be liable toretire by rotation or be removedby the Company. The trust deedmay contain such ancillaryprovisions as may be arrangedbetween the Company and thetrustees and all such provisionsshall have effect notwithstandingany of the other provisionsherein contained.

By Order of the Board

S. K. SarmaCompany Secretary

NOTES:

1. The Register of Members and Share Transfer Books of theCompany shall remain closed from 28th September, 2004to 30th September, 2004, both days inclusive.

2. A Member entitled to attend and vote at the meeting isentitled to appoint a proxy to attend and vote in his steadand the proxy need not be a member of the Company.Proxies in order to be effective must be received by theCompany not less than 48 hours before the meeting.

3. Explanatory Statement pursuant to the Section 173(2) ofthe Companies Act, 1956 in respect of the items of SpecialBusiness is annexed hereto.

4. Pursuant to Section 205A of the Companies Act, 1956, allunpaid/unclaimed dividends declared for and upto theCompany's financial year ended 31 st December, 1995 havebeen transferred to the General Revenue Account of theCentral Government.

Members are hereby informed that Dividends/Shareapplication money/Matured Deposits etc., which remainunclaimed/unpaid over a period of 7 years have to betransferred by the Company to Investor Education &Protection Fund (IEPF) constituted by the CentralGovernment under Section 205A and 205C of theCompanies Act, 1956. Further, under the amended

provisions of Section 205B of the Companies Act, 1956, noclaim shall lie for such Dividends/Share application money/Matured Deposits from IEPF by the Shareholders/ShareApplicants/Fixed Deposit holders.

5. All correspondence relating to transfer of shares,transmission, sub-division, issue of duplicate ShareCertificate, dividend and any change in the address alongwith PIN code, Bank mandate and residential status shouldbe addressed to the Company's Registrars and ShareTransfer Agents, M/s. CB Management Services Pvt. Ltd.,P-22, Bondel Road, Kolkata-700 019.

6. Members who have multiple accounts in identical namesor joint accounts in the same order, are requested to intimatethe Company, the ledger folios of such accounts, in order toconsolidate all such shareholdings into one account.

7. Trading in Equity Shares of the Company is permitted onlyIn Dematerialised Form w.e.f. 24th July, 2000 as pernotification issued by the Securities and Exchange Boardof India (SEBI).

8.' Members are requested to send their PAN & GIR numbersto the Company for any future purposes.

9. All documents referred in the Notice and the ExplanatoryStatement are open for inspection at the Registered Officeof the Company on all working days between 10.00 am to12 noon.


EXPLANATORY STATEMENTPURSUANT TO SECTION 173(2) OF THE COMPANIES ACT,1956 IN RESPECT OF THE SPECIAL BUSINESS :

A brief resume of the Directors offering themselves for there-appointment under Item nos. 2 & 3 (in pursuance of Clause49 of the Listing Agreement) are given below :

Item No. 2

Dr. K. K. Jajodia, (Dr.Jajodia) Director of the Company, retires byrotation and being eligible offers himself for re-appointment.

Brief Resume and Nature of Expertise

Dr. Jajodia aged 71 years is a Honours Graduate in Economicsand has wide business experience for nearly 50 years.

Directorship

Apart from being the Chairman of Assam Company Ltd.,(the Company) Dr. Jajodia holds Directorship in DuncanMacneill Power & Utilities Ltd., Hiperworld Cybertech Ltd. andNorth-East Hydrocarbon Ltd. Dr. Jajodia is one of the Membersof the Company's Share Transfer and Investors' GrievanceCommittee.

Dr. K. K. Jajodia, Mr. A. K. Jajodia and Mr. Sanjay Bhuwalkabeing related to each other are deemed to be interested and/orconcerned in the resolution under this item of business. No otherDirector has any interest.

Item No. 3

Mr. Sanjay Bhuwalka, (Mr. Bhuwalka) Director of the Company,retires by rotation and being eligible offers himself forre-appointment.

Mr. Bhuwalka is a Honours Graduate in Commerce and haswide and varied experience in the tea business and teamanagement for more than 22 years.

Directorship

Apart from Assam Company Limited, Mr. Bhuwalka holdsDirectorship in Bally High Properties P. Ltd and Shri SatyasaiProperties (P) Ltd. He is also partner of Basant Corporation.Mr. Sanjay Bhuwalka is the Chairman of the Share Transfer andInvestors' Grievance Committee.

Mr. Bhuwalka, Dr. K. K. Jajodia and Mr. A. K. Jajodia being relatedto each other are deemed to be interested and/or concerned inthe resolution under this item of business. No other Director hasany interest.

Item No. 5

Mr. Vinod Baijnath Tibrewala (Mr. Tibrewala) was appointedAdditional Director of the Company on 24th July, 2004. Inaccordance with the provisions of Section 260 of the Companies

Act, 1956 ("the Act") read with Articles 106 of the Articles ofAssociation of the Company, he will hold office till the date of theforthcoming Annual General Meeting. Notice pursuant to Section257 of the Act has been received from a member of the Companysignifying his intention to propose at the next Annual GeneralMeeting that Mr.Tibrewala be appointed a Director of theCompany. Mr. Tibrewala is eligible for such appointment.

Mr.Tibrewala is an Intermediate (Commerce) and he possessesnearly 38 years of wide and rich experience in business havingFinancial and Accounting knowledge. Your Board of Directorsfeel that appointment of Mr.Tibrewala as Director and Chairmanof the Audit Committee will be in the best interest of the Companyand accordingly recommend acceptance of the resolution setout in Item no.5 of the convening Notice.

Apart from Mr.Tibrewala no other Director has any interest and/or concern in the resolution under this item of business.

Directorship

Apart from Assam Company Limited, Mr. Tibrewala holdsDirectorship in Aditya Dekoramik Ltd., Durable Industries IndiaLtd., William Jacks & Co. India Ltd., Jeewan Commercial Ltd.and Swagatam Trading & Service Ltd. He is the Chairman of theCompany's Audit Committee and one of the Members of theCompany's Remuneration Committee.

Item No. 6

Mr. Santosh Bhagat (Mr. Bhagat) was appointed AdditionalDirector of the Company on 24th July, 2004. In accordance withthe provisions of Section 260 of the Companies Act, 1956 ("theAct") read with Articles 106 of the Articles of Association of theCompany, he will hold office till the date of the forthcoming AnnualGeneral Meeting. Notice pursuant to Section 257 of the Act hasbeen received from a member of the Company signifying hisintention to propose at the next Annual General Meeting thatMr. Bhagat be appointed a Director of the Company. Mr. Bhagatis eligible for such appointment.

Mr. Bhagat is a Graduate in Commerce and he has 30 yearsexperience in managing own industries engaged in the field ofSteel and Telecommunication. Your Board of Directors feel thatappointment of Mr. Bhagat as Director and member of the AuditCommittee will be in the best interest of the Company andaccordingly recommend acceptance of the resolution set out inItem no.6 of the convening Notice.

Apart from Mr. Bhagat no other Director has any interest and/orconcern in the resolution under this item of business.

Directorship

Apart from Assam Company Limited, Mr. Bhagat holds


Directorship in UCIC Ltd. and Rathi Ispat Ltd. Mr. Bhagat isone of the Members of the Company's Audit Committee,Remuneration Committee and Share Transfer and Investors'Grievance Committee .

Item No. 7

Mr. Pintu Kumar Agarwalla (Mr. Agarwalla) was appointedAdditional Director of the Company on 24th July, 2004. Inaccordance with the provisions of Section 260 of the CompaniesAct, 1956 ("the Act") read with Articles 106 of the Articles ofAssociation of the Company, he will hold office till the date of theforthcoming Annual General Meeting. Notice pursuant to Section257 of the Act has been received from a member of the Companysignifying his intention to propose at the next Annual GeneralMeeting that Mr. Agarwalla be appointed a Director of theCompany. Mr. Agarwalla is eligible for such appointment.

Mr. Agarwalla is a member of the Institute of CharteredAccountants of India and he possesses nearly 6 years ofexperience in the field of Finance, Accounts, Audit and InternalAudit etc. Your Board of Directors feel that appointment ofMr. Agarwalla as Director and member of the Audit Committeewill be in the best interest of the Company and accordinglyrecommend acceptance of the resolution set out in Item no.7 ofthe convening Notice.

Apart from Mr. Agarwalla no other Director has any interest and/or concern in the resolution under this item of business.

Directorship

Apart from Assam Company Limited, Mr. Agarwalla does nothold Directorship in any other Company. He is also partner ofChoudhary Pramod & Co., Chartered Accountants and one ofthe Members of the Company's Audit Committee, RemunerationCommittee and Share Transfer and Investors' GrievanceCommittee.

Item No. 8

The Company's Articles of Association do not contain provisionsfor appointment/nomination of Directors on the Board of Directorsof the Company by the Banks/Financial Institutions, Governmentand other authorities and by Debenture Trustees under theagreement with the respective parties. Since during the courseof business, the Company may be required to enter intoagreements with Banks/Financial Institutions etc., giving the rightto appoint/nominate Directors on the Board of Directors of theCompany the proposed amendment to the Articles of Associationby insertion of Articles 108A, 108B, 108C and 108D after Article108 of the Articles of Association of the Company is intended forthe purpose.

As per the provisions of Section 31 of the Companies Act, 1956,a Company may by a Special Resolution alter it's Articles ofAssociation.

Accordingly, the Directors recommend the resolution for theapproval of the shareholders.

A copy of the Articles of Association of the Company togetherwith the proposed amendment is available for inspection by theMembers at the registered office of the Company on all workingdays between 10 a.m. and 12 noon till the date of the ensuingAnnual General Meeting and at the meeting.

None of the Directors are deemed to be interested or concernedin the resolution under this item of business.

Registered Office :Greenwood Tea EstateP.O. Dibrugarh, Assam

30th August, 2004




DIRECTORS' REPORT

Your Directors have pleasure in submitting their Twenty-Seventh2003 together with the Audited Accounts for the said period.

Financial Results

Report for the nine months period ended December 31,

Profit before Taxation & DepreciationLess: Depreciation

Add/Less: Provision for Taxation :CurrentDeferred

Profit after Depreciation and TaxationProvision for diminution in value of certainInvestmentsProfit after Taxation and diminution in valueof certain investments

Add/Less : Transfer from DevelopmentAllowance Reserve

Add/Less : Balance brought forward from previous yearAddition on amalgamation

Available for appropriationYour Directors propose the followingappropriation:

Transfer to Debenture RedemptionReserve

Balance Carried Forward

9 monthsPeriod ended

31st December,2003

Rs.

6,63,57,2313,36,26,738

3,27,30,493

15,50,000(11,76,619)

3,23,57,112

3,23,57,112

21,07,22,250

24,30,79,362

97,91,666

23,32,87,696

24,30,79,362

15 monthsPeriod ended31st March,

2003Rs.

6,34,47,35859,452,844

39,94,514

10,00,000

(17,04,198)

46,98,712

(5,00,89,470)

5,47,88,182

2,34,000

28,94,80,430

(12,39,88,696)

22,05,13,916

97,91,666

21,07,22,250

22,05,13,916

Financial Year

In view of the practical difficulties faced, as the Tea Seasonis from January to December, the Company has revertedback to its old Financial Year January to December eachyear and in order to give effect to this the Annual Accountsfor the current financial year is made up of 9 months periodi.e., April 2003 to December 2003.

Performance

Production during the period under review was 143.45 lakhskgs as against 149.85 lakhs kgs of the last financial year

(15 months). But due to glut in the domestic marketcompounded with Tea Marketing Control Order, theCompany's teas were sold at lower prices than that of theprevious year. The all round increase in cost ofproduction further aggravated the situation. As the Industryis passing through one of its worst phase and in order toconserve resources your Directors have not recommendedpayment of any dividend.

The quality of tea produced by the Company has beenacclaimed by the Industry and your Company continues to


enjoy unique position as the manufacturer of quality tea.

Exports

The Company continues to lay emphasis on qualityproduction of tea. This has helped to maintain its volume ofexports even in unfavourable market conditions.

Prospects

The Company has been promoting Tea as a health drinkand Tea remains the most popular beverage in the Country.The Company being a stickler to quality production of tea,has a clear edge over the competitors. The various measuresinitiated by the Government of India, State Governmentand Tea Board in pulling out the tea industry out of its presentstate, with the active participation of Banks and FinancialInstitutions, is expected to yield results before long. Thecontinued drive towards maintaining control on manufacturingcosts and aggressive marketing both in the domestic aswell as in the international market is expected to result insubstantial savings in cost and increase in revenue.

Future Strategy

The emphasis will be on increasing the Company's share inexport market and at the same time not neglecting thedomestic market as it forms a major portion of the Company'sbusiness. The Year 2004 has opened relatively on a betteroutlook in terms of price realization. The Company alsoforesees a better enquiry for its own produce as Iran markethas lifted the ban on import of teas into Iran. Further, theCompany propose to give large scale thrust in the Russianmarket and at the same time intensifying the traditionalGerman and UK businesses. The Company has made foraysinto the American markets. All these efforts are expectedto change the export scenario for the Company.

Rights Issue of Equity Shares

During the year under review, the Company, in order toaugment its resources, had thought of offering shares tothe existing equity shareholders of the Company, shares onrights basis and had also announced its decision to theStock Exchanges. However, on reconsideration, the decisionhas not been acted upon.

Oil & Natural Gas Division

The Company had been allotted two oil properties i.e.Exploration Block -AA-ON/7 and Discovered Field - Amguri.For both the properties, the earlier consortium partners have

been replaced by M/s. Canoro Resources Ltd. (Canoro)of Canada.

Canoro being the Operator for Exploration Block -AA-ON/7 has commenced seismic data acquisition in theBlock and has since completed the work. The relevant datais being processed and re-processed by the experts atCanada. Indications have been received that the dataacquired showed good possibilities.

The Government of Assam has been pleased to grant thePetroleum Mining Lease in respect of Amguri field on 27thNovember, 2003 in favour of the Company and the erstwhileconsortium partner M/s. Joshi Technologies InternationalInc. Canoro pursued their substitution with Government ofIndia which has since been accepted by Government ofIndia as well by the Government of Assam. Fresh MiningLease is in the process of being issued to the consortiumof Assam Company Limited and Canoro Resources Ltd.

The Company expanded its operations by the participatingin Oil India Limited's tender for man management servicesfor operation and maintenance for QPS and Wells atKhagorijan, Assam. The Tender has been withdrawn.

The Company also participated in the tender for servicecontract for development and production of three MarginalFields viz. Bihubar, Barsilla and Laxmijan fields floated byONGC. The Company has since been awarded threecontracts for the three fields. The Company is in the processof implementing the contract.

The Company hopes to play a vital role in Oil & Natural GasExploration and Development in the North-East India incollaboration with Indian and International Companies.

Research and Development

The Company's R & D Unit dedicated to Scientific Research& Development programmes functioning in Assam and isrecognized by the Ministry of Science and Technology, Govt.of India.

Issued, Subscribed and Paid-up Capital

Upon issue and allotment of shares to the shareholders ofthe Transferor Companies in terms of the Scheme ofAmalgamation, the Issued, Subscribed and Paid-up Capitalof the Company has increased to Rs.22,44,89,860/-divided into 2,23,61,526 Equity Shares of Rs.10/- each and8,74615% Non-Cumulative Redeemable Preference Sharesof Rs.100/-each.


Subsidiary Companies

Necessary statement under Section 212 of the CompaniesAct, 1956, the Reports and Accounts relating to theCompany's Subsidiaries have been annexed to theAccounts.

As required, Consolidated Financial Statements of theCompany and its subsidiaries form part of the Annual Reportand Accounts.

NamburnadiTea Company Limited

Despite difficult market conditions, the working of thisCompany should be considered satisfactory. All roundefforts are being made to further improve the working ofthis Company.

Environment and Social Concern

The Company continues its efforts for the betterment of theenvironment through energy conservation, wasteminimization and conservation of resources.

The Company has undertaken several measures to createawareness on various health and environment related issuesamong the residents of the Tea Estates. Each of the TeaEstates have their own Hospitals, dispensary etc., mannedby qualified medical staff headed by a Principal MedicalOfficer. The Garden schools, the community centres andsocial activities are actively patronized by the Company.

Public Deposit

The Company has not accepted any public deposit duringthe year.

Directorate

Since last Annual General Meeting following changes havetaken place on the Board of Directors of the Company :

i) Mr. B. P. Kanodia, Director resigned from the Boardeffective from April 21,2004. Your Directors wish to placeon record their appreciation of the valuable counsel andguidance received from him during his tenure as Memberof the Board and various Committees especially asChairman of the Audit Committee.

ii) At the Board Meeting held on July 24, 2004 Mr. VinodBaijnath Tibrewala, Mr. Santosh Bhagat and Mr. PintuKumar Agarwalla were appointed as Additional Directors.Pursuant to Article 106 of the Company's Articles ofAssociation read with Section 260 of the Companies Act,

1956, Mr. Tibrewalla, Mr. Bhagat and Mr. Agarwalla shallhold office up to the date of the ensuing Annual GeneralMeeting. Notices in writing have been received fromMembers along with requisite fees under Section 257of the Companies Act, 1956 signifying their intention topropose the appointment of Mr. Vinod Baijnath Tibrewala,Mr. Santosh Bhagat and Mr. Pintu Kumar Agarwalla asDirector(s) of the Company.

In accordance with the Articles of Association of theCompany, Dr. K. K.Jajodia and Mr. Sanjay Bhuwalka retireby rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The required information in respect of the above Directorsas stipulated in Clause 49 of the Listing Agreement havebeen given in the notice convening the Annual GeneralMeeting.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with theStock Exchanges, the Management Discussion andAnalysis and Corporate Governance Report together withthe Certificate from the Auditors of the Company confirmingcompliance of the conditions of Corporate Governance forma part of the Annual Report.

Audit Committee

Consequent upon the resignation of Mr. B. P. Kanodia,Member and Chairman of the Audit Committee and inductionof new Directors on the Board of Directors of the Company,the Audit Committee of the Board of Directors of theCompany has been reconstituted with three independentDirectors viz. Mr. Vinod Baijnath Tibrewalla, Mr. SantoshBhagat and Mr. Pintu Kumar Agarwalla. Mr. Vinod BaijnathTibrewalla is the Chairman of the Audit Committee.

Directors' Responsibility Statement

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

(i) that in preparation of the annual accounts for the9 months period ended 31st December, 2003, theapplicable accounting standards had been followedalong with proper explanation relating to materialdepartures;

(ii) that the Directors had selected such accountingpolicies and applied them consistently and made


judgements and estimates that were reasonable andprudent so as to give a true and fair view of the stateof affairs of the Company at the end of the period andof the profit or loss of the Company for the periodunder review;

(iii) that the Directors had taken proper and sufficient carefor the maintenance of adequate accounting recordsin accordance with the provisions of the CompaniesAct, 1956 for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;

(iv) that the Directors had prepared the accounts forthe period ended December 31, 2003 on a goingconcern basis.

Cost Audit

Maintenance of Cost Records has been made mandatoryand accordingly the Company is maintaining the requisiterecords.

Auditors

Messrs. Lovelock & Lewes, Chartered Accountants, retireat the forthcoming Annual General Meeting and are eligiblefor re-appointment.

Auditors' Observations

The report of the Auditors and the Notes on account areself-explanatory and as such, does not call for any furthercomments from Directors.

The Companies (Disclosure of Particulars in the Reportof Board of Directors) Rules, 1988.

The information relating to energy conservation, technologyabsorption, foreign exchange earnings and outgo as requiredto be disclosed under above rules is given in Annexure "A"forming part of this Report.

Personnel

Relationship with employees at all levels in the Tea Estates,Head Office and other locales generally remained cordialduring the year under review. Your Directors wish to placeon record their appreciation of the wholehearted supportand co-operation received from the executives, staff andworkers.

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

Acknowledgement

Your Directors acknowledge with gratitude the co-operationand assistance received from various agencies of the CentralGovernment and the Government of Assam, FinancialInstitutions, Banks, customers, shareholders, vendors andother related organizations who, through their continuedsupport and co-operation, have helped, in your Company'sprogress.

Place: Kolkata

On behalf of the Board of Directors

A. K. Jajodia - Sr. Managing DirectorK. N. Nowrojee - Director - Estates

S.BhuwalkaVinodB.Tibrewala

Santosh BhagatPintu Kr. Agarwalla

Date : 30th August, 2004 Directors


ANNEXURE — 'A' FORMING PART OF THE DIRECTORS' REPORT

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO IN TERMS OF SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 READ WITH THECOMPANIES (DISCLOSURE OF PARTICULARS INTHE REPORT OF BOARD OF DIRECTORS) RULES, 1988 FORTHEPERIOD ENDED 31ST DECEMBER, 2003.

FORM "A"CONSERVATION OF ENERGY

A. Power & Fuel Consumption1. Electricity

a) Purchased Units (KWH)Total Amount (Rs.)Rate per Unit (Rs.)

b) Through diesel generator Units (KWH)Units per Ltr. of dieselCost/Unit (Rs.)

2. CoalQuantity (Tonnes)Total Cost (Rs.)Average Rate (Rs./Tonne)

3. Furnace OilQuantity (K. Ltrs.)Total Cost (Rs./KL)Average Rate (Rs./KL)

4. GasQuantity (Scum)Total Cost (Rs.)Rate (Rs./Scum)

B. Consumption Per Unit of Production

Production of Tea (Kgs.)Electricity (KWH)Furnace Oil (Ltrs.)Coal (Kgs.)Gas (Scum)

Current periodended 31.12.2003

814500149395550

6.064456406

3.016.64

31005272600

1701

3164712435

14935

698252325945310

3.72

141740870.890.021.030.67

Previous periodended 31.03.2003

1207217162456303

5.174201454

2.826.45

32005273597

1648

92113446794

14600

656908921647805

3.30

148769331.090.061.050.60

SALIENT FEATURES :

i) A.S.E.B. Unit vis-a-vis Tea made ratio was lower due to change in the accounting year and controlled usage of power.

ii) Coal vis-a-vis tea made ratio has been improved due to efficient usage and better quality of coal for firing.

iii) Comparative figure for the period under consideration will differ due to change in accounting year.

iv) Previous year's figures have been regrouped/rearranged whereever necessary.


ANNEXURETO DIRECTORS'REPORT (Contd.)

FORM"B"RESEARCH & DEVELOPMENT [R&D]

1. Specific areas in which R&Dcarried out by the Company

2. Benefits derived as a result ofthe above R&D

3. Further plan of action

4. Expenditure on R&Da) Capitalb) Recurringc) Totald) Total R&D Expenditure as a

percentage of total turnover

Tea productivity and quality improvement, implementation of lowinput sources like biofertilisers, biopesticides and other biocontrolagents for pesiticide free organic tea production and environmentprotection. Regular soil status study, exploitation of naturalproducts from tea.

Tea quality improvement, reduction of risk on pest & diseaseinfestation. Adoption of technology from time to time in accordancewith the work done by the Tea Research Association,Institute ofMarket Ecology and in-house R&D.

Development of suitable biocompost, biofertilizers and extensiveusage of biological agents to control disease manifestation.Exploitation of natural ingredients in tea.

NILNILNILNIL

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1. Efforts in brief made towards technologyabsorption, adaptation and innovation.

2. Benefits derived as a result of the above effortse.g. product improvement, cost reduction,product development, import substitution etc.

Efforts are made to improve indigenous cost effective technologyfor productivity and quality improvement. Keeping co-ordinationwith Tea Research Institute, Tea Research AssociationLaboratories and Company's in-house R&D Units.

Product improvement and Tea Quality Improvement.

3. In case of imported technology [imported during thelast five years reckoned from the beginning of thefinancial year], following information may befurnished: _a] Technology importedb] Years of importc] Has technology been fully absorbedd] If not fully absorbed, areas where this has not

taken place, reasons therefor and future plansof action.

FOREIGN EXCHANGE EARNINGS AND OUTGODuring the period foreign exchange outgo was to the extent Rs. 29766113. The foreign exchange earnings during the periodwas Rs. 285180764. Details of foreign exchange outgo and earnings have been given in Schedule 11 of the Accounts.

NOT APPLICABLE

10


ANNEXURETO DIRECTORS' REPORT : 'B'

STATEMENT PURSUANT TO SECTION 217 (2A) OF THE COMPANIES ACT, 1956, READ WITHTHE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 FOR THE PERIOD ENDED31ST DECEMBER, 2003

Name Designation

(1) (2)

Jajodia A. K. Senior Managing

Director

Remuneration

(Rs.)

(3)

21,73,044

Qualification

(4)

B.Com

Experience

(Years)

(5)

19

Date of

Commencement

of Employment

(6)

01.10.1992

Age

(7)

41

Particulars of

last Employment

Name of Employer

(8)

Worldlink

Finance Ltd.

Designation

(9)

Wholetime

Director

Notes :1. Remuneration shown above includes Salary and Allowances, Commission, Bonus, Contribution to Provident and Superannuation Funds,

Leave Travel Assistance, Medical Expenses, actual House Rent and other perquisites valued in accordance with Income Tax Rules, 1962

for the 9 months period ended 31st December, 2003.

2. Nature of appointment - Contractual

3. Except Mr. A. K. Jajodia no other employee above named is a relative of any Directors of the Company.

Place: KolkataDate : 30th August, 2004


A. K. Jajodia - Sr. Managing DirectorK. N. Nowrojee - Director - Estates

S. BhuwalkaVinod B. Tibrewala


Directors

11


REPORT ON CORPORATE GOVERNANCE1. Company's Philosophy on Code of Governance

The Company's core business is the cultivation andproduction of tea and the Company is a pioneer in teacultivation and manufacturing. The Company strives toproduce teas of top quality, which are acceptable to thediscerning world market. Likewise, the Company endeavoursto care for all its employees by providing medical, educationaland welfare facilities. The Company's overall philosophy isgood Corporate Governance by creating an environmentbased on professionalism, entrepreneurship and pursuit forexcellence.

2. The Board of Directors - CompositionThe Board of the Company presently comprises of 7 Directors(one Sr. Managing Director, one Wholetime Director andfive Non-Executive Directors of which 4 of them areindependent Non-Executive Directors).The Board is headedby the Non-Executive Chairman, Dr. K. K. Jajodia.

During the nine months period ended 31.12.2003, the Boardmet seven times on 30.04.2003, 31.07.2003, 29.08.2003,23.10.2003, 31.10.2003, 08.11.2003 and 20.12.2003. Thelast AGM was held on 5th December, 2003.

The requisite details of Directors, their Directorships in otherpublic companies, Chairmanships/Memberships in BoardCommittees of other public companies as on 3lst December2003, and their attendance at the Board and last AnnualGeneral Meetings were as under:-

Directors Directorship and Chairmanship/ No. of AttendanceMembership of Board and Board atBoard Corrrrittees of/ Meetings 26th AGMin other Companies. # * attendedDirector Member Chairman

Dr. K K Jajodia,ChairmanMr. A. K. Jajodia,Sr. Managing DirectorMr. K N. Nowojee,Director-EstatesMr. S. BhuwalkaNon-ExecutiveDirectorMr. B. R Kanodia"Non-Executive Director

Mr. V.B. Tibrewala"*Non-ExecutiveDirector

Mr.S.Bhagat"*Non-ExecutiveDrector

Mr.RK.Agarwalla"'Non-ExecutiveDirector

3

9

Nil

Nil

1

NA

NA

NA

Nil

Nil

Nil

Nil

Nil

NA

•NA

NA

Nil

Nil

Nil

Nil

1

NA

NA

NA

2

6

6

7

7

NA

NA

NA

No

No

Yes

No

Yes

NA

NA

NA

# Other directorships do not include alternate directorships,directorships of private limited companies, companies

incorporated outside India, Companies under Section 25 ofthe Companies Act, 1956 and memberships of ManagingCommittees of various Chambers/Institutions.* Membership/Chairmanship of Audit Committee,Shareholders' Grievance Committee and RemunerationCommittee have been considered.** Resigned with effect from 21.04.2004.

*** Appointed with effect from 24.07.2004

3. Audit Committee

Audit Committee was comprised of Dr. K. K. Jajodia, Mr. B. P.Kanodia (Chairman of the Audit Committee) and Mr. SanjayBhuwalka. The said committee has been reconstituted w.e.f.24.07.2004 and comprises of all Non-Executive IndependentDirectors namely, Mr. V. B. Tibrewala, Mr. S. Bhagat and Mr. P.K. Agarwalla.The Committee is chaired by Mr. V. B.Tibrewala.The Company Secretary acts as the Secretary to theCommittee. The Statutory Auditors and Internal Auditors arepermanent invitee. The Managing Director and SeniorExecutives including Head of Finance are also invited tojoin the proceedings.

The terms of reference of the Audit Committee, complieswith the requirements of Section 292A of the CompaniesAct, 1956 and the role, power and conduct of the Committeeare governed by Clause 49 of the Listing Agreement.

During the nine months period ended December 31, 2003,the Committee met four times on 30.04.2003, 31.07.2003,31.10.2003 and 08.11.2003. All the meetings were attendedby Mr B. P. Kanodia and Mr. S. Bhuwalka. The CompanySecretary, Mr. S. K. Sarma attended all the meetings.

The previous Chairman of the Audit Committee, Mr. B. P.Kanodia attended the last Annual General Meeting held onDecember 5, 2003.

4. Remuneration Committee

The Remuneration Committee was comprised of Dr. K. K.Jajodia, Mr. B. P. Kanodia and Mr. Sanjay Bhuwalka. The saidcommittee was reconstituted on 24th July 2004, comprisingof Mr. V. B. Tibrewala, Mr. S. Bhagat and Mr. P. K. Agarwalla,Chartered Accountant. Mr. V. B. Tibrewala is the Chairman ofthe Committee and the Company Secretary is Secretary tothe Committee.

The terms of reference of the Remuneration Committee is tocomply with the requirements of the amended provisions ofSchedule XIII to the Companies Act, 1956 and Clause 49 ofthe Listing Agreements with the Stock Exchanges.

The previous Chairman of the Remuneration Committee,Mr. B. P. Kanodia attended the last Annual General Meetingheld on December 5, 2003.

The Remuneration Committee did not meet during the periodas there was no necessity for the same.

a) The details of remuneration paid/payable to Sr.Managing Director and Whole-time Directors of the

12


Company during the nine months period ended 31stDecember, 2003 are as follows:-

Name ofDirector

Mr. A K.Jajodia

Mr. KM.Nowojee

Salary

Rs.

9,90,000

5,18,400

Perquisites

Rs.

8,75,649

82,665

Contributionto fundsRs.

3,07,395

48,600

Total

Rs.

21,73,044

6,49,665

ServiceContract(notice period)

01.10.02 to30.9.07(three months)

01. 12.01 to30.11.05(six months)

The Company presently does not have any stock optionplans for its Directors. No Severance fee payable toDirectors.

(b) Non-Executive Directors draw sitting fees of Rs.1500/-for attending the meeting of the Board or Committeethereof and do not draw any other remuneration fromthe Company.

Details of payment to Non-Executive Directors during thenine months period ended 31st December, 2003 are asfollows:-

Non-Executive Director

Dr. K. K. Jajodia

Mr. Sanjay Bhuwalka

Mr. B. P. Kanodia

Sitting Fees

Rs. 3.000/-

Rs. 16.500/-

Rs. 16,5007-

Commission

Nil

Nil

Nil

5. Share Holder's/Investors' Grievance CommitteeOn induction of new directors the Share Transfer andInvestors' Grievance Committee has been reconstituted on24th July, 2004 and comprises of Mr. S. Bhuwalka, Dr. K. K.Jajodia, Mr. A. K . Jajodia, Mr. K. N. Nowrojee, Mr. S. Bhagatand Mr. P. K. Agarwalla. Mr. S. Bhuwalka is the Chairman ofthe Committee.

The Committee monitors redressal of Shareholders/Investorsgrievances, the performance of the Share Transfer Agentand also recommends measures for overall improvement inthe quality of the investor services.

Mr. S. K. Sarma, Company Secretary is the ComplianceOfficer.

During the nine months period ended December 31, 2003the company received 15 complaints from shareholders andinvestors, all of which have been redressed to the satisfactionof the complainants. All valid requests for transfer of shares(71118 shares), transmission of shares (2607 shares) of thecompany received during the said period have been giveneffect to and as on 31 st December, 2003 there was no requestpending for share transfer. All requests for dematerialization(144804 shares) and re-materialization of share (3 shares)received in the aforesaid period were confirmed/rejectedinto the NSDL/CDSL system.

There are no complaints from shareholder pendingunresolved as at 31st December, 2003. All complaints/

requests for transfers etc. from shareholders during the periodwere redressed/resolved within a period of 30 days.

Given below is the position of complaints and othercorrespondence received and attended to during theaforesaid period :

a) No. of complaints receivedfrom the Shareholders

b) No. of complaints notresolved/no action taken

c) No. of pending Share Transferas on 31st December, 2003

6. GENERAL BODY MEETINGS

15

Nil

Nil

The last three Annual General Meetings of the Companywere held as under:

No.ofAGM

24th

25th

26th

Year

2000

2001

2003

Location

Dibrugarh

Dibrugarh

Dibrugarh

Date

28.09.2001

06.09.2002

05.12.2003

Time

11.00A.M.

11.00A.M.

11.00A.M.

One Special resolution was duly passed in the 26th AnnualGeneral Meeting held on 05.12.2003 without the use of postalballots. No Special Resolutions were passed in the 24th and25th Annual General Meetings. No Special Resolutionrequiring Postal Ballot is being proposed at the ensuingAnnual General Meeting.

No other General meeting were held in the course of the lastthree years, except one meeting of the Equity Shareholders'of the Company on 20th June, 2003 under the direction andsupervision of the Hon'ble Gauhati High Court for sanctionof Scheme of Amalgamation.

Mr. Vinod Baijnath Tibrewala, Mr. Santosh Bhagat andMr. Pintu Kumar Agarwalla who were appointed as AdditionalDirectors at the Board Meeting held on July 24, 2004 holdoffice only up to the date of the ensuing Annual GeneralMeeting. Notice in writing have been received fromMember(s) along with requisite fees under Section 257 ofthe Companies Act, 1956 signifying their intention to proposetheir appointment(s) as Director(s) of the Company at theensuing Annual General Meeting.

Dr. K.K. Jajodia and Mr. S. Bhuwalka, Directors of theCompany, retire by rotation and being eligible offerthemselves for re-appointment.

Resume and other information on the Directors appointedor re-appointed as required under Clause 49 VI (A) of theListing Agreement form part of the Explanatory Statement ofthe Notice convening 27th Annual General Meeting.

7. Disclosures

(a) Disclosures on materially significant related partytransactions i.e., transactions of the Company of materialnature, with its promoters, the directors or themanagement, their subsidiaries or relatives, etc. that mayhave potential conflict with the interest of the Companyat large.

13


Transactions with related parties are disclosed in detailin Note No. 17 in Schedule 11 "Notes forming part of theAccounts" annexed to the financial statements for theperiod. None of the transactions with any of the relatedparties were in conflict with the interest of the Company.

b) There were no instances of non compliance on any matterrelated to the Capital Markets during the last three years,other than non conduct of Limited Review for the halfyear ended 30th June, 2000 and 30th June, 2001 althoughhalf-yearly results were published. Further as the auditedresults for the year ended 31.12.2001 was approved bythe Board of Directors only on 12.07.2002, the samecould not be published within the stipulated time i.e.,31.03.2002. The Stock Exchanges were informedaccordingly.

(c) In the opinion of the Directors the disclosures pertainingto the loans /advances and investments in its own sharesby the listed companies, their subsidiaries, associatesetc., as required vide Listing Agreements with the StockExchanges are not separately required in view of RelatedParty Disclosures made in notes to the financialstatements for the period ended 31st December, 2003.

8. Means of Communication

a) No half-yearly results is sent to each shareholders.However, the same is published in the newspapers..

b) Quarterly, half-yearly and annual results in the formsprescribed in the Listing Agreement of the StockExchanges, are normally published in the FinancialExpress and Azir Asom (Assamese).

c) Management Discussion and Analysis Report form partof the Directors Report.

d) No formal presentation has been made to the institutionalinvestors/analysts during the period.

e) The Company is complying with EDIFAR requirementsas directed by SEBI. The shareholders can view theseentries by logging into the Website: sebiedifar.nic.in

f) The Company's website is dnder development.

9. General Shareholders Information

i. Annual General MeetingDate : 30th September, 2004.Time : 11.00A.M.Venue : Dibrugarh & District Planters' Club

Lahoal, P.O. Dibrugarh, Assam.

ii. Financial Calendar : 1st April, 2003 to 31st December,2003 (9 months)

Approval of Board Meeting Date

31.07.2003Unaudited Results for 1st quarterended on 30.06.2003

Unaudited Results for 2nd quarterended on 30.09.2003.

Unaudited Results for 3rd quarter 31.01.2004ended on 31.12.2003

Audited Results for the 9 months 30.08.2004period ended December 31, 2003.

iii. Date of Book Closure

iv. Dividend Payment date

28th September to30th September, 2004.

No dividend has beenrecommended for the

9th months period ended

December 31, 2003

v. Listing on Stock Exchange : The Guwahati Stock

Exchange Ltd. (GSE)

Saraf Building Annexe,

A.T. Road,Guwahati - 781 001

The Stock Exchange,Mumbai (BSE)Phiroze JeejeebhoyTowers. Dalai Street,Mumbai - 400 023

The Calcutta StockExchange Association Ltd(CSE)7, Lyons Range,Kolkata - 700 001

The Company has paid theListing Fees for the Year2004-2005

vi. Stock Code - Physical GSE - L/571BSE - 500024CSE- 11405

vii. ISIN No. for NSDL&CDSL: ISIN-INE 442A01016

viii. Stock Market Data(InRs.)

31.10.2003

MONTH BSE NSE CSE

April, 2003

May, 2003

June, 2003

• July, 2003

August, 2003

September, 2003

October, 2003

November, 2003

December, 2003

High Low

11.90

16.10

18.70

20.55

27.25

26.20

21.80

25.50

44.00

9.55

10.65

12.20

15.55

15.50

19.50

16.45

16.00

23.00

High Low

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

High Low

-

14.25

-

19.20

21.20

-

-

-

39.50

-

11.50

-

19.00

-

-

-

-

-

14


There are no regular transactions at Guwahati StockExchange.

(ix) (a) Distribution of shareholding as on 31.12.2003 :

Group of Shares

1 to 500

501 to 1000

1001 to 2000

2001 to 3000

3001 to 4000

4001to5000

5001 to 10000

10001 and higher

TOTAL

No. of

Shareholders

9771

874

192

67

15

14

26

43

11002

%of

Shareholders

88.81

7.94

1.74

0.61

0.14

0.13

0.24

0.39

100.00

No. of

Shares

1468775

648284

291938

164270

52848

68060

181781

19480546

22356502

%

6.57

2.90

1.31

0.73

0.24

0.30

0.81

87.14

100.00

(b) Shareholding pattern as on 31.12.2003 :

Category

Foreign Bodies Corporate

Non Resident Individuals

Indian Financial Institutions

Mutual Funds

Nationalised Banks

Group Companies

Directors & Relatives

Other Bodies Corporate

Others

TOTAL

No. of Shares held

14524600

9755

1170651

2240

300

2939539

372363

466726

2870328

22356502

Percentage

64.97

0.04

5.24

0.01—

13.15

1.662.09

12.84

100.00

(c) Physical/Dematerialisation of Shares as on 31.12.2003 :

No. of Shares %

Physical 18312238 81.91

Demat 4044264 18.09

TOTAL 22356502 100

x. Insider Trading Regulations:

To comply with the provisions of the Securities and Exchange Boardof India (Prohibition of Insider Trading) Regulations, 1992 as amendedin February 2002, the Company has adopted a code of internal

procedures for prevention of any unauthorized trading in the shares

of the Company by the insiders. Mr. S.K. Sarma, Company Secretary

is appointed as the Compliance Officer for this purpose.

REGISTRAR & SHARETRANSFER AGENT: C. B. Management Services P. Ltd.,

P-22, Bondel Road,

Kolkata-700019.Tel: 2280-6692-94/2486/2937

Fax: 2247-0263Email: cbmsM @cal2.vsnl.net.in

OTHER OFFICES OFTHE COMPANY

SHARE TRANSFER SYSTEM

The Company's shares are compulsorily traded in the dematerialized

form under depository systems of both the National Securities

Depository Limited (NSDL) and the Central Depository Services

Limited (CDSL).

Shares in physical mode which are lodged for transfer are processedand returned to the shareholders within the stipulated time.

The Company adopts the transfer-cum-demat system to facilitate

Demat of Shares.

Company has offices at thefollowing places:

(i) 52, Chowringhee Road,Kolkata-700071

(ii) Girish Chandra Bardalai Path,Bamunimaidam, Guwahati

(iii) 2nd Floor, 22, Community Centre,Basant Lok, Vasant Vihar,New Delhi-110057

The Company owns fifteenTea Estates in Assamand each having its own Plant:

GreenwoodMaijanNudwaHazelbankThanaiBorborooah

PLANT LOCATIONS

Dibrugarh

Moran

Tinsukia

Nagaon

Doom Dooma

Jorhat

Outstanding GDR/Warrants andConvertible Bonds,Conversiondates and likely impacton Equity

Address for Investor'scorrespondence fortransfer/dematerialisationof shares, payment ofdividend and any otherquery relating to theshares of the Company.

MohokutieKhoomtaie/HajuaDoomur Dullung

DinjanRangagora

SalonahKondoli

Digulturrung

Kotalgoorie

Not applicable.

C. B. Management Services Pvt. Ltd.P-22, Bondel Road,Kolkata-700019.Tel: 2280-6992-94/2486/2937Fax:2247-0263e-mail: cbmsl 1cal2.vsnl.net.inShareholders holding shares in electronicmode should address all theircorrespondence to their respectiveDepository Participants.

15


AUDITORS' CERTIFICATE

AUDITOR'S CERTIFICATE ON COMPLIANCE WITH THECONDITIONS OF CORPORATE GOVERNANCE UNDERCLAUSE 49 OFTHE LISTING AGREEMENT (S)

ToThe members of Assam Company Limited

We have examined the compliance of conditions of CorporateGovernance by Assam Company Limited for the period ended31st December, 2003, as stipulated in clause 49 of the ListingAgreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is theresponsibility of the Management. Our examination was limitedto procedures and implementation thereof, adopted by theCompany for ensuring the compliance of the conditions ofCorporate Governance. It is neither an audit nor an expressionof opinion on the financial statements of the Company.

In our opinion and to the best of our information and accordingto the explanations given to us, and the representation made bythe Directors and the Management, we certify that the Companyhas complied with the conditions of Corporate Governance asstipulated in clause 49 of the mentioned Listing Agreements

other than for the disclosures pertaining to loans/advances andinvestments in its own shares by the listed companies, theirsubsidiaries, associates etc. as required vide Listing Agreementswith the Stock Exchanges as indicated in sub para (c) underparagraph captioned DISCLOSURES in the Report onCorporate Governance.

We state that no investor grievances are pending for a periodexceeding one month as at 31st December, 2003 as per therecords maintained by the Company.

We further state that such compliance is neither an assuranceas to the future viability of the Company nor the efficiency oreffectiveness with which the Management has conducted theaffairs of the Company.

Place: KolkataDated : 30th August, 2004

For and behalf of

LOVELOCK & LEWESChartered Accountants

PRABAL KR. SARKARPartner

Membership no. 052340

16


MANAGEMENT DISCUSSION & ANALYSISREPORTIndustry/Business environment

Assam Company Limited is the first tea Company in the world,engaged in production and manufacture of tea and hasestablished its position as one of the best quality producer in theIndustry.

The major tea growing areas are North-Eastern parts of thecountry and South India, both of which account for 97% of thecountry's produce of tea. Being agricultural in nature, tea industry,is highly labour intensive and approximately 50% of the workersemployed are women. The tea gardens are located in remoteand far flung areas but despite the fact that, with the passage oftime, inaccessibility has been substantially reduced by bettermeans of communication and transportation, the requirementsof Plantation Labour Act, 1951 (PLA) have not been still relaxedas a result of which the companies are required to shoulderenormous social responsibilities eating into its margins.

During the nine months period ended 31st December, 2003, theCompany produced 143.45 lacs kgs of tea. Unremunerativeprices coupled with enormous socio-economic costs and fallingdomestic consumption had a severe strain on the Company'sfinancial position.

The Industry for the fifth consecutive year is passing through itsmost turbulent years. The various measures initiated by theGovernment of India, State Government and Tea Board in pullingout the tea industry out of its present state, with activeparticipation of Banks and Financial Institutions is expected toyield results before long.

Opportunities, Threats, Risk and Concerns

The Company has a self-commitment towards quality and theteas of the Company have always been highly acclaimed in theIndustry both in the domestic and overseas markets.

The Research and Development Unit of the Company isdedicated to Scientific Research & Development programmefunctioning in Assam. The Company continues with large scalecultivation of organic tea and production of orthodox tea. Whitetea produced by the Company is sought after by overseas clients.

Emergence of new countries in the international market andcheaper import of tea is also affecting the competitiveness of theIndian Tea Industry. However, with the steps being initiated byCommerce Ministry, Tea Board and the Industry onimplementation of the various suggestions made in the reportby the experts study group and the measures taken to promoteTea as a health drink, it is hoped the Industry will turn the cornerbefore long.

The climatic conditions in the period under review, like theprevious few years, have not been conducive to tea production.

Many Estates of the Company stand threatened by the changingcourses of the Rivers Brahmaputra, Dangri and Dibru. Erosionof tea area continues unabated at six estates situated alongthese rivers.

The river protection works and pump drainage are undertakenby the Company at unsustainable expenses.

Segment-wise or Product-wise Performance

The Company is presently operating in two geographic segmentsviz., Domestic market and Export market wherein 80% of the

Company's turnover is contributed to, by Domestic marketsegment and the balance by Export market segment. With thelifting of ban on import of tea into Iran and thrust in Russianmarket too, the Company plans to improve the export volumesin the coming years.

Outlook

Tea Industry is highly dependent on the climatic condition whichis beyond the control of the Company and its management.

The Year 2004 has opened with relatively on a better outlook interms of price realization. The Company also foresees a betterenquiry for its own produce as Iran market has lifted the ban onimport of teas into Iran. Further, the Company propose to givelarge scale thrust in the Russian market and at \he same timeintensifying the traditional German and UK business. TheCompany has made forays into the American Markets. All theseefforts are expected to change the export scenario for theCompany.

Internal Control System

The Company has appointed independent firms of CharteredAccountants, who conduct regular internal audit and keepregular checks on the various internal control measuresimplemented. They also visit the various gardens and factoriesseveral times during the year and submit regular reports to thateffect.

The Audit Committee of the Board of Directors examines theadequacy of internal control systems.

With the introduction of ERP (Enterprise Resource Planning)Solution in the Company the information flow between theEstates and Head Office has become quick and easy.

Financial & Operational performances

The nine months period ended December 31, 2003 has beenanother difficult period due to overall market conditions of theTea Industry. Due to glut in the domestic market compoundedwith Tea Marketing Control Order, the Company's teas were soldat lower prices than that of the previous year. The continueddrive towards maintaining control on manufacturing costs andaggressive marketing both in the domestic as well as in theinternational market is expected to result in substantial savingsin cost and increase in revenue.

Industrial Relations

Relationship with employees at all levels in the Tea Estates,Head Office and other locales generally remained cordial duringthe year under review. Your Directors wish to place on recordtheir appreciation of the wholehearted support and co-operationreceived from the executives, staff and workers.

Cautionary Statement

Certain statements made in the Management Discussion &Analysis Report which seek to describe the Company'sobjectives, projections, outlook, estimates, expectation,predictions etc., may constitute 'forward looking statements'within the meaning of applicable laws and regulations. Actualresults may differ from such expectations, projections etc.,whether expressed or implied. Several factors could makedifference to the Company's operations. These include climaticconditions, economic conditions affecting demand and supply,Government regulations, tax laws, other statutes, natural calamityetc., over which the Company does not have any direct control.

17


AUDITORS' REPORTTO THE MEMBERS OF ASSAM COMPANY LIMITED

1. We have audited the attached Balance Sheet of ASSAMCOMPANY LIMITED as at 31st December, 2003 andthe related Profit and Loss Account for the nine monthsended on that date annexed thereto, and the Cash FlowStatement for the period ended on that date which wehave signed under reference to this report. These financialstatements are the responsibility of the company'smanagement. Our responsibility is to express an opinionon these financial statements based on our audit.

2. We conducted our audit in accordance with auditingstandards generally accepted in India. Those Standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free of material misstatement. An auditincludes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements.An audit also includes assessing the accountingprinciples used and significant estimates made bymanagement, as well as evaluating the overall financialstatement presentation. We believe that ouraudit providesa reasonable basis for our opinion.

3. As required by the Manufacturing and Other Companies(Auditor's Report) Order, 1988 issued by the CentralGovernment of India in terms of subsection (4A) ofsection 227 of The Companies Act, 1956' of India (the'Act') and on the basis of such checks as we consideredappropriate and according to the information andexplanations given to us, we set out in the Annexure astatement on the matters specified in paragraphs 4 and5 of the said Order.

4. Further to our comments in the Annexure referred to inparagraph 3 above, we report that:

a) We are unable to comment on the extent ofrecoverability of debtors, to the extent indicated inNote No. 20 on Schedule 11 to the accounts.

b) In the absence of separate evaluation by an actuary,we are unable to comment if there is any shortfall inthe corpus of certain of its employees pension andgratuity funds as at 31st December, 2003 (refer NoteNo 22 on Schedule 11 to the accounts).

The aggregate impact of our observations in paragraph4 above on the profit for the year ended31st December, 2003 and on the net asset positionas at that date has not been presently ascertained.

5. Further to our comments in paragraph 4 above, wereport that.

a) Subject to our remarks in paragraph 4 above, wehave obtained all the information and explanations,which to the best of our knowledge and belief werenecessary for the purposes of our audit.

b) Subject to our remarks in paragraph 4(b) above, inour opinion, proper books of account as required bylaw have been kept by the company so far asappears from our examination of those books.

c) The Balance Sheet, Profit and Loss Account andCash Flow Statement dealt with by this report are inagreement with the books of account.

d) Subject to our remarks in paragraph 4(b) above, inour opinion, the Balance Sheet and Profit and LossAccount and Cash Flow Statement dealt with by thisreport comply with the accounting standards referredto in sub-section (3C) of section 211 of the Act.

e) On the basis of written representations receivedfrom the directors, as on 31st December, 2003, andtaken on record by the Board of Directors of theCompany, none of the directors is disqualified as on31st December, 2003 from being appointed as adirector in terms of clause (g) of sub-section (1) ofsection 274 of the Act;

f) In our opinion and to the best of our information andaccording to the explanations given to us and subjectto our remarks in paragraph 4 above, the saidfinancial statements together with the notes thereonand attached thereto, give in the prescribed mannerthe information required by the Act, and also give atrue and fair view in conformity with the accountingprinciples generally accepted in India :

a) in the case of the Balance Sheet, of the state ofaffairs of the Company as at 31st December,2003;

b) in the case of the Profit and Loss Account, of theprofit for the nine months ended on that date and

c) in the case of the Cash Flow Statement of thecash flows for the period ended on that date

For LOVELOCK & LEWESChartered Accountants

KolkataDated : 30th August, 2004

Prabal Kr. SarkarPartner

Membership No. : 052340

18


ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITORS' REPORTTO THE SHAREHOLDERS OF ASSAM COMPANY LIMITED

As required by the Manufacturing and Other Companies(Auditor's Report) Order, 1988 issued by the CentralGovernment of India in terms of sub-section 4(A) of Section227 the Act and on the basis of such checks of the booksand records of the Company as we considered appropriateand according to the information and explanations given tous during the course of our audit, we report that :

1. The Company has maintained proper records to showfull particulars including quantitative details and situationof its fixed assets. The fixed assets have not beenverified during the period.

2. The Fixed Assets of the Company have not beenrevalued during the period.

3. Physical verification of raw materials, stores and spareparts and finished goods other than finished goods lyingwith third parties was conducted by the management atreasonable intervals.

4. The procedure of physical verification of stocks followedby the management is reasonable and adequate inrelation to the size of the Company and nature of itsbusiness.

5. The discrepancies between book records and thephysical inventory were not material and these havebeen properly dealt with in the books of account.

6. On the basis of our examination of stock records, we areof the opinion that the valuation of the stock is fair andproper in accordance with the normally acceptedaccounting principles followed in India, and is on thesame basis as in the preceding year.

7. The Company has not taken any loans, secured orunsecured from companies, firms or other parties listedin the register maintained under Section 301 of the Act.

8. The Company has granted unsecured loans repayableon demand to subsidiary companies and companieslisted in the register maintained under Section 301 of theAct, 1956, and the rate of interest, wherever applicable,on such loans, in our opinion, is not prima facieprejudicial to the interest of the Company.

9. In respect of loans or advances in the nature of loansgiven by the Company which we understand arerepayable on demand, the parties are paying the principalamount when demanded.

10. In our opinion, there are adequate internal controlprocedures for the purchase of stores, raw materialsincluding components, plant and machinery equipmentand other assets and for sale of goods.

11. There are no transactions of purchases of goods andmaterials and sale of goods, materials and servicesmade in pursuance of contracts or arrangements enteredin the register maintained under Section 301 of the Act,aggregating during the period to Rs. 50,0007- or more inrespect of each party.

12. Unserviceable or damaged stores and finished goodsare determined and provision for the loss if any, aremade in the accounts. As regards, raw materials thequestion of determination of unserviceable or damagedstock does not arise since raw materials are green leafwhich are consumed immediately.

13. The company has complied with the provisions ofSection 58A of the Act, and the rules made there underwith regard to deposits accepted from the public.

14. Reasonable records have been maintained by thecompany for the sale and disposal of realisable teawaste and scraps. There is no by product.

15. The company has an internal audit systemcommensurate with the size and nature of its business.

16. On the basis of records produced, we are of the opinionthat, prima facie, the cost records and accountsprescribed by the Central Government of India underSection 209 (1) (d) of the Act in respect of tea producedby the company have been maintained. However, weare neither required to nor carried out any detailedexamination of such records and accounts.

17. The company was generally regular in depositingprovident fund dues with the appropriate authorities inIndia. We have been informed that the employees of thecompany are not covered under Employees StateInsurance Scheme.

18. There are no amounts outstanding as on 31stDecember, 2003 in respect of undisputed Income Tax,Sales Tax, Wealth Tax, Customs Duty and Excise Dutywhich were due for more than six months from the datethey became payable.

19. According to the information and explanations given tous and the records of the Company examined by us inaccordance with generally accepted audit practicesfollowed in India, no personal expenses of employeeshave been charged to Revenue Account, other thanthose payable under contractual obligation or inaccordance with generally accepted business practice.

20. The Company is not a sick industrial company withinthe meaning of Section 3 [1] [o] of the Sick IndustrialCompanies, (Special Provision) Act of 1985 of India.

KolkataDated : 30th August, 2004



Membership No. : 052340

19


NOTES ON ACCOUNTS 11The Schedules referred to above form an integral part of the Balance Sheet.This is the Balance Sheet referred to in our Report of even date.

BALANCE SHEET AS AT SIST DECEMBER, 2003

Schedule

SOURCES OF FUNDSShareholders' Funds(a) Share Capital(b) Share Capital Suspense(c) Reserves & Surplus

Loan Funds(a) Secured(b) UnsecuredDeferred tax Liability

TOTAL

APPLICATION OF FUNDSFixed Assets(a) Gross Block(b) Less: Depreciation

(c) Net Block(d) Capital Work-in-progress

Investments

Current Assets,Loans and Advances(a) Inventories(b) Sundry Debtors(c) Cash & Bank Balances(d) Interest Receivable(e) Loans and Advances

Less : Current Liabilities &(a) Current Liabilities(b) Provisions

Net Current Assets

TOTAL

112

3

4

5

6

Provisions 7

31st December2003

(Rupees)

223,565,020924,840

1,907,740,731

2,132,230,591

1,533,994,985

34,504,285

3,700,729,861

4,473,436,3461,258,838,419

3,214,597,9274,770,634

3,219,368,561

1,955,000

152,657,334491,720,18119,009,015

700,064161,430,629

825,517,223

292,184,07753,926,846

346,110,923

479,406,300

3,700,729,861

3 1st March,2003

(Rupees)

223,565,020924,840

1 ,896,779,246

2,121,269,106

1,472,414,04410,006,21835,680,904

3,639,370,272

4,444,784,6611,204,312,846

3,240,471,8153,727,138

3,244,198,953

3,751,136

111,197,605402,244,883

19,389,3203,809,159

173,131,792

709,772,759

264,603,64753,748,929

318,352,576

391,420,183

3,639,370,272

Place : Kolkata,Date : 30th August, 2004

For LOVELOCK & LEWESChartered AccountantsPrabal Kr. SarkarPartner


A. K. Jajodia - Sr. Managing DirectorK. N. Nowrojee- Director-Estates

S. BhuwalkaVinodB.Tibrewala

Santosh BhagatS. K. Sarma

Company SecretaryPintu Kr. Agarwalla

Directors

20


PROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31 ST DECEMBER, 2003

Schedule

INCOMESalesLess : Excise Duty

Other Income 8

EXPENDITUREExpenses 9(Increase)/Decrease in Stock 10Depreciation 54,988,090Less; Transfer from

Revaluation Reserve 21,361,352Interest (Net) [Refer Note 14 on Schedule 11 ]

PROFIT BEFORE TAXATION AND DIMINUTIONIN VALUE OF CERTAIN INVESTMENTS

Provision for Taxation :Current TaxDeferred Tax

PROFIT AFTER TAXATION BUT BEFORE DIMINUTIONIN VALUE OF CERTAIN INVESTMENTS

Provision for diminution in value of Certain InvestmentsPROFIT AFTER TAXATION AND DIMINUTIONIN VALUE OF CERTAIN INVESTMENTS

Transfer from:Development Allowance Reserve

Balance brought forward from previous yearAddition on amalgamation

AVAILABLE FOR APPROPRIATIONAPPROPRIATIONS

Transfer to Debenture Redemption ReserveBalance carried forward

9 months ended31 st December, 2003

(Rupees)

987,842,47710,034,231

977,808,246

15,826,239993,634,485

842,685,826(61,672,381)

33,626,738146,263,809

960,903,992

32,730,493

1,550,000(1,176,619)

32,357,112

32,357,112

32,357,112210,722,250

243,079,362

9,791,666233,287,696

243,079,362

1.45

15 months ended31 st March, 2003

(Rupees)

1,353,477,07113,808,110

1,339,668,96131,3 30,800

1,370,999,761

986,229,247138,300,336

59,452,844183,022,820

1,367,005,247

3,994,514

1,000,000(1,704,198)

4,698,712(50,089,470)

54,788,182

234,00055,022,182

289,480,430(123,988,696)

220,513,916

9,791,666210,722,250

220,513,916

2.45Basic and Diluted Earnings per share(Equity shares nominal value of Rs. 10/- each)(Refer note no. 26 on Schedule 11)

NOTES ON ACCOUNTS 11 „ , . ,, ... _ . (r^. t, , , . „ . On behalf of the Board of DirectorsThe Schedules referred to above form an integral part of the Profit & Loss Account.This is the Profit & Loss Account referred to in our Report of even date. A. K. Jajodia - Sr. Managing Director

K. N. Nowrojee- Director-EstatesB. Bhuwalka

Vinod B. TibrewalaSantosh Bhagat

Pintu Kr. AgarwallaPlace : Kolkata,Date : 30th August, 2004



S. K. SarmaCompany Secretary Directors

21


SCHEDULES FORMING PART OF THE ACCOUNTSt

SCHEDULE : 1 - SHARE CAPITAL

Authorised

(a) 25000000 Equity Shares of Rs. 1 07- each(b) 1000000 Non Cumulative Redeemable Preference

Shares of Rs. 1 007- each(c) 1000000 Cumulative Redeemable

Preference Shares of Rs. 100/- each(d) 1000000 Cumulative Redeemable Convertible

Preference Shares of Rs. 1 007- each(e) 5000000 Un-classified Shares of Rs. 107- each

'Altered as per order of Honourable High Court of Guwahati Dated 1 st

(a) Issued and Subscribed

22356502 (31 .03.2003 - 22396502) Equity Shares ofRs. 1 07- each fully paid up

Less : Adjustments on Amalgamation

31 st December,2003

(Rupees)

250,000,000

100,000,000*

— *

100,000,000

50,000,000

500,000,000

September, 2003

223,565,020

—

223,565,020

31st March,2003

(Rupees)

250,000,000

100,000,000

—100,000,000

50,000,000

500,000,000

223,965,020

(400,000)

223,565,020

Notes:

1. Out of the Subscribed Capital 25,90,000 Equity Shares of Rs. 10/- each have been allotted as fully paid up pursuant toSchemes of Amalgamation without payment being received in cash.

2. Of the above Subscribed Capital, 1,05,00,000 Equity Shares of Rs. 10/- each have been allotted as fully paid up BonusShares by Capitalisation of General Reserve.

(b) Share Capital Suspense

5024 Equity Shares of Rs.10/- eachfully paid up

8746 15% Non Cumulative Redeemable PreferenceShares of Rs. 1007- each fully paid up

50,240

874,600

50,240

874,600

924,840 924,840

Note:The above shares have been allotted pursuant to a scheme of Amalgamation subsequent to the period ended on9th January, 2004

22


SCHEDULES FORMING PART OF THE ACCOUNTS

SCHEDULE : 2 - RESERVES AND SURPLUS

Capital Reserve (Reserve onAmalgamation)

Revaluation Reserve

Share Premium

General Reserve

Debenture Redemption Reserve

Profit & Loss Account Balance

As at31.03.2003

(Rupees)

15,037,398

1,098,306,806

261,895,060

291,234,400

19,583.332

1,686,056,996

210,722,250

1,896,779,246

Additions(Rupees)

Deductions(Rupees)

As at31.12.2003

(Rupees)

21,395,627*

9,791,666

9,791,666 21,395,627

15,037,3981,076,911,179

261,895,060

291,234,400

29,374,998

1,674,453,035

233,287,696

1,907,740,731

Note: Capital Reserve includes Rs. 47,53,152 being 26% of the profit for the year ended 31 st December, 1977 of theSterling Companies, the Indian undertakings of which were amalgamated with this Company.

* Includes deduction of Rs. 34,2757- on account of sale of Assets.

31st December,2003

(Rupees)

31st March,2003

(Rupees)SCHEDULE : 3 - LOAN FUNDS

SECURED LOANS

Debentures:

1500000 -14.5% Secured Redeemable Non-ConvertibleDebentures of Rs. 10O/- each (Redeemable at par in three equal annualinstalments commencing from 21 st December, 2004)

[including interest accrued and due Rs. 2,31,23,0007-(31.03.2003 - Rs. 1,00,34,000)

The above Debentures have been privately placed with Unit Trust ofIndia and are secured by creating in favour of the Debenture Trustees byequitable mortgage and hypothecation of all the Company's immovableproperties both present and future relating to Company's all tea estatessituated in Assam and all the movable properties both present and future[save and except book debts] subject to the prior charges created and/or to be created in favour of the Company's bankers, NABARD, TermLenders etc. on stock of raw materials, finished and semi finishedgoods, consumable stores and other movables as may be permitted forsecuringborrowings for working capital requirement and charges createdon specified movables required and/or to be required out of NABARDTerm Loan.

173,123,000 160,034,000

23



SCHEDULE : 3 - LOAN FUNDS (Continued)31st December,

2003(Rupees)

Loans from IDBITerm Loans 362,918,916Funded Interest on Term Loans 49,934,084Interest Accrued and due on the above 13,514,000

426,367,000(Secured by first charge by equitable mortgage created of immovableproperties including plant & machinery etc. situated at the tea estatesranking paripassu inter sethe Debenture Trustees/DebentureHolders and the Banks tor all term loans ranking pari-passu inter sesave and except book debts).

From BanksWorking Capital Loan including Cash Credit* 626,927,926[including interest accrued and due Rs. 4,59,0317-(31.03.2003 - Rs. 4,26,533/-)]

Term Loans 262,944,151

(The above loans are Secured by equitable mortgage createdof immovable properties including plant & machinery etc.situated at the tea estates ranking paripassu inter sethe DebentureTrustees / Debenture Holders, NABARD and IDBI and also afirst charge over the movable assets, other than specified movables,ranking pari passu inter se) [including interest accrued and dueRs. 46,63,1537- (31.03.2003 - Rs. 59,79,0797-]'Term Loans under NABARD Refinance Scheme 34,526,744

(Secured by exclusive first charge created over specifiedmovables, a second charge created over the movableassets hypothecated to the Consortium Bankers andEquitable Mortgage created of immovable propertiessituated at specified tea estates ranking par; passu withthe Consortium Bankers and Debenture Trustees 7 DebentureHolders) [including interest accrued and due Rs.8,09,0247-,(31.03.2003-Rs. 17,78,1057-]

Short Term Loan from Bank of Rajasthan 10,106,164[including interest accured and due Rs. 1,06,1647- (31.03.2003 - Rs. Nil)(Secured by equitable mortgage of flat No 5A and 5B at28, New Road, Alipore, Kolkata)

"Includes FCNR Loans Rs. 11,78,58,0007- (31.03.2003 - Rs. 27,36,55,000)and interest accrued and due thereon Rs. 4,59,0317-(31.03.2003-Rs. 4,26,533) 1,533,994,985

UNSECURED .

Loan from a Corporate Body —

Other Loans— From Govt of Assam under subsidised

Labour Plantations scheme —

24

31st March,2003

(Rupees)

367,500,000

27,027,000

394,527,000

630,647,466

237,059,156

50,146,422

1,472.414,044

10,000,000

6,218

10,006,218


SCHEDULE - 4

FIXED ASSETS

Classificationof Assets

Land& Development

Building

Plant & Machinery

Vehicles

Furniture

TOTAL

Previous Year

COST/VALUATION

At Additions Sales/ Total as at 31st31 si March during the 'Discard during December,

2003 period the period 2003

Rs. Rs. Rs. Rs.

2443753314 21227631 — 2464980945

1026484673 234972 — 1026719645

815704213 7640056 342238 823002031

144504859 — 164628 144340231

14337602 55892 — 14393494

4444784661 29158551 506866 4473436346

4322924097 231125070 109264506 4444784661

DEPRECIATION

At 31st Additions On Revaluation Sale/Discard Total as at 31stMarch, during during the duringthe December

2003 the period period period 2003

Rs. Rs. Rs. Rs. Rs.

450838815 9154719 14723486 — 474717020

622380740 19847998 6176013 303Q26 648101725

119572462 4237996 460782 159491 124111749

11520829 386025 1,071 — 11907925

1204312846 33626738 21361352 462517 1258838419

1121172401 59452844 40328272 16640671 1204312846

NET BLOCK

Net Book Net BookValue as on Value as on31.12.2003 31.03.2003

Rs. Rs

2464980945 2443753314

552002625 575645858

174900306 193323473

20228482 24932397

2485569 2816773

3214597927 3240471815

3240471815 —

ro01

Notes : 1. Land & Development include Plantations and some leasehold lands the amount of which is not ascertainable.

2. The Government of Assam had taken possession of some undeveloped land under the Assam Fixation of Ceiling of Land Holdings Act, 1956 measuring approximately3659.18 hectares, the compensation for which is accounted for as and when received. The Company is hopeful of getting back some ceiling surplus land for whichReview Petitions have been filed under Section 7(6) of the Act, for correction of the statements prepared by the Revenue department which are pending disposal.

3. Buildings include Leasehold Building, Cost- Rs. 5,31,89,5917- (31.03.2003 : Rs. 5,31,24,9177-), Depreciation Rs. 2,03,24,3057- (31.03.2003 : Rs. 1,90,45,7997-).

4. Vehicles include assets acquired on hire purchase- Rs. 1,31,87,6447- (31.03.2003 : Rs. 1,31,87,6447-),

5. Assets acquired on amalgamation in the last financial year are yet to be transferred in the name of the Company.

C/5C/3

no3

I

w



SCHEDULE : 5 - INVESTMENTS - AT COST (LONG TERM)

A. In Subsidiary Companies*

(Fully paid unless otherwise stated)

B. Other than Trade - Unquoted (Fully Paid)

20000 Equity Shares of Rs. 107- each in Assam Bengal Cereals Ltd.

5% Non Redeemable Debentures of East India Clinic Ltd.

12428 US 64 Bonds of Rs. 100/- each in Unit Trust of India*(31.03.2003 - 119290 Units of Rs. 10/- each in Unit Trust of India)[Repurchase Price Rs. 13,12,3977-: 31.03.2003-Rs. 6,63,2527-]

C. Other than Trade - Quoted**(Fully paid unless otherwise stated)

D. Trade-Unquoted***(Fully paid)

31st December,2003

(Rupees)

2,123,081

200,000

24,500

1,242,800

3,590,381

260,539

31st March,2003

(Rupees)

2,123,081

200,000

24,500

1,742,189

4,089,770

354,935

1,714,565

3,850,920

Less : Provision for diminution in value of Certain Investments 1,895,920

1,955,000

6,159,270

2,408,134

3,751,136

*Particulars Description Number Number Face Cost as on Cost as onas on as on Value 31.12.03 31.03.03

31.12.03 31.03.03 Rs. (Rs.) (Rs.)

Quoted

Namburnadi Tea Co. Ltd.

Unquoted

Assam Agro Hitech Ltd.

North-East Hydro Carbon Ltd.

Camellia Cha Bar Ltd.

Equity

Equity

Equity

Equity

123,076

1,000,000

50,000

50,010

123,076

1,000,000

50,000

50,010

10

10

10

10

123,076

1,000,000

500,000

500,005

123,076

1,000,000

500,000

500,005

Total 2,123,081 2,123,081

26


SCHEDULES FORMING PART OF THE ACCOUNTSSCHEDULE : 5 - INVESTMENTS - AT COST (LONG TERM) (Contd.)

Particulars

Balls Control Ltd.Great Eastern Shipping Ltd.GESCO Corporation Ltd.GNFC Ltd.Grasim Industries Ltd.Hindustan Motors Ltd.DTI Master ShareTata Chemicals Ltd.Tata Iron & Steel Company LimitedTata Iron & Steel Co. Ltd. (SPN)Shipping Corporation of India Ltd.Tezpore Tea Ltd.George Williamsons (Assam) LimitedReliance Industries Ltd.World Link Finance LimitedTata Tea Ltd.Kerala Chemicals Ltd.Marnite PolycastMarvin Drug ProductsNicco UCO Alliance Credit Ltd.Brindaban GardensMeri Gold SecuritiesHindustan Oil ExplorationJaiprakash IndustriesPPL Net Pro LimitedState Bank of Bikaner & Jaipur

*** Trade - UnquotedSmartnet Communications Pvt. Ltd.ETI Travels & Technologies (P) Ltd.Duncan Macneill Telecom Ltd.E First Solutions (P) Ltd.Assam Estates Ltd.Decorous Invest & Trading Co. Ltd.Dune Leasing & Finance Ltd.Duncan Mac. Const. & Dev. Ltd.Duncan Mac. Mines & Granites Ltd.Hyperworld Cybertech Ltd.Jeewan Commercial Ltd.Lord Inchcape Financial Services Ltd.Lord Inchcape Financial Services Ltd.P.P. Holdings Ltd.Pashupatinath Holdings Pvt. Ltd.Socialist Labour Publication Pvt. Ltd.Swagatam Trading Services Ltd.Inchcape India Financial Services LtdLink Holdings Pvt. Ltd.Navrang Estates Pvt. Ltd.William Jacks Pvt. Ltd.Eastwest Properties Pvt. Ltd.William Jacks Engg. Projects Pvt. Ltd.

Description

EquityEquityEquityEquityEquityEquityEquityEquityEquityBond

EquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquity

EquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquity

@ PreferenceEquity

* Preference* Preference

EquityEquityEquityEquityEquityEquityEquity

Numberas on

31.12.03

091115050

155116

410218100100100268

0112

000

36000000

1180

185

00000000000000000000000

Numberas on

31.03.03

1088891115050

15511634

11218

100100100338

295000112100

69004100

3600010000037300

100118

50000185

5740000

. 10495002516027300

19755096000

2050005841524000

120000035000048000398001990012000

10151005000500049905000

FaceValue

Rs.

101010101010101010

150101010101010101010101010101010

100

1010101

1020201010101010

10010

10010020101010101010

Cost as on31.12.03

(Rs.)

01020

—1415

1655012323050247 '

11424—

5220100006095

37708—

212800

——

46800——0

1003—

97495

260539

———————

——————

——

———

———i—

—

—

Cost as on31.03.03

(Rs.)

785961020

—1415

16550123230502103

12544—

5220100006095

47557—

212801425

——

46800——

15501003

—97495

354935

5740000

5310790250080

87505017624100205002920812000

6000001750001200099509950

12100000

500004990050000

1714565

@ 18% Cumulative Redeemable Preference shares.

Aggregate market value of quoted investments Rs. 5,08,0067- (31.03.2003 • Rs. 3,54,935/-).

Aggregate amount of unquoted investments Rs. 22,24,5051- (31.03.03 - Rs. 56,81,259)

#119290 Units of Rs. 10/- each under US 64 Scheme of Unit Trust of India have been converted to 12428 US 64 Bonds of Rs. 100/- each of Unit Trust of India duringthe period.

27



SCHEDULE: 6 - CURRENT ASSETS, LOANS & ADVANCES

(a) Inventories

Stores & Spare Parts

Stock of Teas

31st December,2003

(Rupees)

30,614,137

122,043,197

152,657,334

31st March,2003

(Rupees)

50,826,789

60,370,816

111,197,605

(b) Sundry Debtors

Unsecured - Considered Good

Debts Outstanding for a period

exceeding six months

Other Debts

174,928,660

316,791,521

491,720,181

274,973,323

127,271,560

402,244,883

(c) Cash & Bank Balances

Cash and cheques in hand

Short Term Deposit

Remittance in Transit

With Scheduled Banks:

On Escrow Account

On Current Account

Margin Money Deposit

On Unpaid Dividend Account

939,446

2,500,000

158,859

6,149,617

8,523,287

737,806

19,009,015

703,849

1,981,000

158,859

7,554,923

8,171,659

819,030

19,389,320

(d) Interest Receivable on

Deposits, customs duty refunds etc. 700,064 3,809,159

28



31st December,2003

(Rupees)

31st March,2003

(Rupees)

SCHEDULE: 6 - CURRENT ASSETS, LOANS & ADVANCES (Continued)

(e) Loans & Advances

[Unsecured and considered goodunless otherwise stated]

Advances recoverable in cash or in kind or

for value to be received*

Inter Corporate Deposits

Deposit with National Bank for Agriculturaland Rural Development

Deposit with Customs, Port Trust etc.

161,164,809

250,000

15,820

161,430,629

172,365,972

500,000

250,000

15,820

173,131,792

includes dues from subsidiaries Rs. 234,59,3647- (31.03.2003 - Rs. 1,47,12,7537-).

SCHEDULE : 7-CURRENT LIABILITIES & PROVISIONS

(a) Current Liabilities

AcceptancesSundry CreditorsUnclaimed DividendUnclaimed Matured Deposits

24,894,075266,436,196

737,806116,000

292,184,077

14,596,058249,007,559

819,030181,000

264,603,647

(b) Provisions

Taxation less Advance Payments 53,926,846

53,926,846

53,748,929

53,748,929

29



SCHEDULE : 8 - OTHER INCOME

Replanting SubsidySale of Tea Waste ,Other Interest [including on coupon swap Rs. 15,20,0007-

(31.03.2003-Rs. Nil)Customs Duty Refund (including interest Rs. Nil)

31.03.2003 - Rs. 30,93,7957-)Miscellaneous ReceiptsIncome from Investments other than trade -Gain/(Loss) on Exchange (net)Profit on Sale of Investments (net)Profit on discard/sale of Fixed Assets (net)Liabilities no longer required written backPremium on Sale of DEPB Licence

SCHEDULE : 9 - EXPENSES

Garden Cultivation CostsPlucking and Munufacturing ExpensesPurchases of TeaPower and FuelEstablishment Charges (including Bonus)Directors' Remuneration (Salary)Directors' FeesContribution to Provident, Superannuation and Gratuity FundsWorkmen and Staff Welfare ExpensesConcession on FoodgrainsRepairs to BuildingsRepairs to Plant & MachineryUpkeep of Roads & BridgesGarden TransportInsuranceRent, Rates and TaxesOffice MaintenanceGeneral ChargesFreight, Warehouse & Sale ChargesAgency CommissionBrokerageCess on Green LeafExcise Duty & Cess (Refer Note 15 on Schedule 11)Loss on sale of Investments

9 Months ended31 st December, 2003

(Rupees)

218,244879,761

1,618,141

4,400,78126,172

(2,614,727)

69,191744,628

10,484,048

15,826,239

73,568,395173,411,458

985,204115,736,183120,273,516

1,395,00036,000

60,314,50553,555,91237,019,98213,370,02413,207,8571,098,491

21,659,6711,674,0413,753,9832,719,322

38,178,47753,601,72227,428,9993,670,223

20,659,1004,677,708

690,053

842,685,826

15 Months ended31st March, 2003

(Rupees)

2,243,7692,081,193

7,028,549

10,677,49814,178

705,5652,069,9831,714,726

85,9324,709,407

31,330,800

92,850,367174,519,393

1,721,370121,487,811146,014,796

2,325,00043,500

69,542,30289,506,85845,483,68618,920,78323,416,4461,395,509

28,857,2575,924,1677,120,0743,324,353

59,294,98568,826,247

7,275,31020,368,754(1,989,721)

986,229,247

30



SCHEDULE : 10 - (INCREASEVDECREASE IN STOCK

Stock as at 31st March, 2003

Tea

Stock as at 31 st December, 2003

Tea

(Increase)/Decrease

Unit

KGs.

KGs.

31 st December, 2003

Quantity Rupees

952,825 60,370,816

2,185,613 122,043,197

(61,672,381)

31st March, 2003

Quantity Rupees

3,701,458 198,671,152

952,825 60,370,816

138,300,336

SCHEDULE: 11 - NOTES ON ACCOUNTS

Notes forming part of the Accounts

1. (a) Convention

The financial statements are based on accrual system of accounting and in accordance with the accounting standardsspecified under sub-section (3c) of Section 211 of the Companies Act, 1956. A summary of important accountingpolicies is set out below which have been applied consistently. The financial statements have also been preparedin accordance with the relevant presentational requirements of the Companies Act, 1956.

(b) Basis of Accounting

The Financial Statements are prepared under the historical cost convention, modified by revaluation of certain FixedAssets as detailed below.

(c) Fixed Assets

All assets except Furniture as at 31st December, 1994 were revalued by an approved valuer at the then netreplacement cost resulting in increase in value of these assets by Rs. 42,76,64,7327-. All assets except Furnitureas at 31 st December, 1996 have been revalued again by an approved valuer at net replacement cost resulting in afurther increase in value of these assets by Rs. 11,35,67,0007-. The appreciation in the value of these assets overtheir book value has been credited to the Revaluation Reserve. Other assets are stated at their cost of acquisitionincluding appropriate incidental expenses.

All expenditure incurred in the years of extension planting of tea is capitalised.

A building acquired on amalgamation in the previous year from erstwhile Metropolitan Abasan Limited was revaluedon 30th August, 1998 by an approved valuer resulting in an increase in value of the building by Rs. 90,15,2007-.

(d) Depreciation

(i) Depreciation is provided on the Written Down Value method at the rates prescribed and in accordance withSchedule XIV to the Companies Act, 1956. In respect of revalued assets the incremental depreciation on accountof revaluation is recouped from Revaluation Reserve. Land & Development and Leasehold Land are notdepreciated.

31



SCHEDULE: 11 - NOTES ON ACCOUNTS (Contd.)

(ii) Profit or Loss on disposal of Fixed Assets is recognised in the Profit & Loss Account.

(e) InvestmentsLong Term investments are stated at cost. Provision for loss on permanent fall in value of investments is made,wherever necessary.

(f) InventoriesStock of Tea is stated at cost or estimated net realisable value whichever is lower. Cost of tea comprises expenditureincurred in the normal course of business in bringing such stocks to their location and includes appropriate overheads.

Stores & Spare parts are also stated at cost (weighted average cost). Obsolete, slow moving and defective storesare identified at the time of physical verification of stores and where necessary, provision is made for such stores.

(g) Foreign Currency TransactionTransactions in foreign currencies are recorded in rupees by applying the rate of exchange ruling at the dates oftransactions. Variation on settlement are recognised as gain or loss on exchange in the profit and loss account.

Current asset and liability balances in foreign currency at the balance sheet date are restated at the year end exchangerates and the resultant fluctuation is recognised as exchange gain or loss made during the year. Transactions coveredby forward contracts are accounted for by recognising the difference between the forward rate and the spot rate asincome or expenditure over the period of the contract. Profit or Loss on cancellation of forward contracts are recognisedas an income or expense of the period in which such cancellation has taken place.

Exchange differences arising on account of purchase of fixed assets are adjusted to the carrying amount of suchfixed assets.

(h) Sales

Sales represent the invoiced value of goods sold less sales tax.

(I) Income from investmentsIncome from investments is included together with the related tax credit in the Profit & Loss Account.

0) Research and DevelopmentAll revenue expenditure on Research and Development is generally recognised in Profit & Loss Account except wherethere is a reasonable indication that such research and development cost to be incurred are likely to be more thancovered by related future revenues and benefits. In such cases, such research and development costs are deferredto future periods.

(k) Leased Equipment

Rental in respect of leased equipment acquired (prior to 01.04.2001) under financial lease are charged to Profit & LossAccount.

(I) Superannuation and PensionThe Company operates contributory Superannuation and Pension schemes for eligible employees which are basedon actuarial valuation and administered by Trustees and are independent of the Company's Finances.

(m) Gratuities and Leave encashmentsThe Company operates Gratuity Fund Schemes for its employees which are f urvded with Life Insurance Corporationof India (LICI) under Group Gratuity Schemes. Annual contributions are made to LICI, based on actuarial valuationcarried out by them. The fund is administered by Trustees and is independent of the Company's Finances. Leaveencashments payable to employees on their retirement have been ascertained by actuarial valuation and providedfor in the accounts.

(n) Borrowing CostsBorrowing costs ff relatable to qualifying assets (i.e., assets that necessarily take a substantial period of time for itsintended use or sale) are capitalised otherwise are charged to Profit & Loss Account.

32




(o) Taxes on Income •

Current tax represents the amount that would be payable based on computation of tax as per prevailing taxation lawsunder the Income Tax Act, 1961.

Deferred tax is recognised subject to the consideration of prudence, on timing differences, being the differencebetween taxable income and accounting income that originate in one period and are capable of reversal in one or moresubsequent periods. Deferred tax assets are not recognised unless there is reasonable certainty that sufficient futuretaxable income will be available against which such deferred tax assets can be realised.

2. (a) The Government of Assam had taken possession of some undeveloped land under Assam Fixation of Ceiling of LandHoldings Act, 1956 and the Company has made representation to the Government for reclaiming the said land orequivalent for extension of planting activities.

(b) Taking into account the total intrinsic value of the Company's land in Assam, no adjustment in the opinion of themanagement is required for the loss on land lost due to flood and consequent erosion in past years. Claim forcompensation in this regard has been made to Assam Government.

3. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 18,71,131/- (netof advance Rs. 1,33,12,647/-) [31.03.2003 - Rs. 62,95,2077- (net of advance Rs. 88,88,571/-)].

4. Contingent Liabilities not provided for:

(a) Income Tax assessments disputed in appeals Rs. 82,38,438. If the appeals for disputed amounts are upheld in favourof tax authorities, there will be a concomittant liability in respect of Agricultural Income Tax and Sur Tax. However,the balance in the General Reserve is more than adequate to cover these amounts.

(b) Export Bills discounted with Banks Rs. 2,47,71,258/- (31.03.2003 - Rs.1,57,65,4627-).

5. Provision for taxation for the Company's financial period of nine months ended 31 st March, 2003 has been determinedbased on results for the said period (under Assessment Year 2004-05). The ultimate liability for the Assessment Year 2004-05, however, will be determined on the total income for the company for the period from 1 st April, 2003 to 31 st March,2004 (including results for the period from 1 st January, 2004 to 31 st March, 2004).

6. Interest paid includes Rs. 10,65,90,4397- (31.03.2003 : Rs. 13,56,56,6107-) on account of Fixed Loans (including onDebentures Rs. 1,90,89,0007- (31.03.2003 - Rs. 3,13,64,0967-).

31.12.2003 31.03.2003

Rupees Rupees7. Amount paid 7 payable to the Auditors included under general charges:

(a) Fees as Auditors 1,300,000 1,100,000(b) Miscellaneous certificate 10,143,000 661,500(c) Reimbursement of expenses — 24,702

Expenditure includes in aggregate:

Salaries, Wages and Bonus 350,551,032 554,347,395Pension & Contribution to Pension Fund 1,644,127 3,095,201Stores & Spare Parts consumed 144,355,331 218,470,474

8. Directors'Remuneration

a. The total managerial remuneration paid/payable during the year to the Directors amounted to Rs. 28,22,7097-(31.03.2003 - Rs. 51,59,7367-) including cost/ taxable value of benefits Rs. 9,58,3147- (31.03.2003 -Rs. 20,29,1527-).

b. The Directors have waived their commission, if any, for the year.

33


SCHEDULES FORMING PART OF THE ACCOUNTSSCHEDULE : 1 1 - NOTES ON ACCOUNTS (Contd.)

9. (1) Licensed Capacity(2) Installed Capacity, (in terms of made tea)

(3) Total Tea Produced(4) Total saleable Tea(5) Green Leaf Consumed

(100% indigenous)(6) Green Leaf Purchased, (1 00% indigenous)(7) Tea Purchased(8) Details of Sale

Quantity

Tea in KGs 12704764

(9) Stores and Spare parts consumed %

Indigenous 100

Imported —

100

* The value of green leaf produced in the Company's own tea estates

1 0. Details of Purchase/ConsumptionPurchase of Green LeafPurchase of Tea

1 1 . Expenditure in foreign CurrencyCommissionTravelling Expenses etc.

31.12.2003

Mot ApplicableNot Applicable

KGs.

1434515713918960

6365077617129618592

31.12.2003

(Rupees) Quantity

987842477 17391632

Rupees %

144355331 98

— 2

144355331 100

is not ascertainable.

31.12.2003Rupees

1314830985204

2300034

274289992337114

31 .03.2003

Not ApplicableNot Applicable

KGs.

1498528114604447

664562202270338552

31.03.2003

(Rupees)

135347707

TiUpOGS

215038080

3432394

218470474

31.03.2003Rupees

1929751721370

1914345

2591694

12. Value of imports on C.I.F. basisStores

13. Earnings in Foreign Exchange

Export Sale on F.O.B. Basis 285180764

3301484

390354696

14. Interest expenses is net of interest income on inter corporate loans, deposits, bank deposits & (gross) ofRs. 1,55,3027- (31.03.2003) - Rs. 72,75,4607- [Tax deducted at source Rs. Nil, 31.03.2003 - Rs. 4,52,0777-

15. Excise Duty & Cess in Schedule 9 is net of credits for Excise Duty Rs. 17,47,4177- (31.03.2003 - Rs. 67,36,6907-) claimedon the basis of compliance to Notification No. 33/99 CE dt. 08.07.99.

16. Advances recoverable in cash or in kind or for value to be received (unsecured - considered good) as disclosed under Loansand advances in Schedule - 6 includes security deposit for rent Rs. 1,55,2837- (31.03.2003 - Rs. 1,55,2837-)

34



17. Related Party Disclosure

i) Names of related parties and description of relationship

a) Subsidiaries of the CompanyNamburnadi Tea Company Ltd.Camellia Cha Bar Ltd.North-East Hydrocarbon Ltd.Assam Agro Hitech Ltd.

b) Key Management Personnel and their relativesMr. A. K. Jajodia, Sr. Managing DirectorMr. K. N. Nowrojee, Director-Estates

ii) Transactions with related parties

Nature of Transaction

Purchase of tea

Sale of fixed assets

Sale of Investments

Remuneration paid

Guarantees given

Outstandings on account of :Loans and advances

Investments

Provision for diminution invalue of investments

Subsidiaries

953,704(1,721,370)

(467,111)

156,550

—

122,500,000(122,500,000)

23,459,364(14,712,753)

2,123,081(2,123,081)

1,895,920

Persons referredto in (b) above

_ _

- —

—

2,822,709(5,159,736)

—

__

—

Total

953,704(1,721,370)

(467,111)

156,550

2,822,709(5,159,736)

122,500,000(122,500,000)

23,459,364(14,712,753)

2,123,081(2,123,081)

1,895,920

Notes:

i) The management certifies that there have been no payments, other than those disclosed above, to keymanagement personnel and/or their relatives.

ii) Movement in loans and advances not disclosed in view of voluminous nature of transactions,

iii) Figures in brackets relate to previous period.

18. The company has received summons under section 19(3) of Recovery of Debts Due to Banks and FinancialInstitutions Act, 1993 from the Debt Recovery Tribunal (DRT), Kolkata for recovery of debentures issued to Unit

35


SCHEDULES FORMING PART OF THE ACCOUNTS (Contd.)

Trust of India (UTI) and interest thereon aggregating to Rs. 16,80,17,696 as on 26th June, 2003 . The Company hascontested the same and matter is presently sub judice.

However as these debentures are not yet due for redemption and only interest repayments are overdue (which have beenfully provided for in the accounts) company is reasonably hopeful that a settlement on the matter will be worked out withthe lenders and no further liability will accrue on this account.

19. The term loans from IDBI have been restructured by the lender vide its letter dated 21st November, 2003 subject tocertain conditions. Although the company has agreed to such restructuring of its debts, it however has written to IDBI toallow waiver of the conditions and expects a favourable response in all these matters.

20. Total debtors include Rs. 14,47,85,761 /- which are more than one year old, which in the opinion of the management aregood and recoverable.

21. The Company's contribution of Rs. 3,95,25,000 towards a Joint Venture in U. K. which has been cancelled is proposedto be received back in 4 equal annual inslalments commencing from 5th February, 2004. Application to the Reserve Bankof India for necessary approval in this regard havebeen made and is yet to be received. The first instalment have howeverbeen received subsequent to the year end.

22. In respect of certain of its employees pension and gratuity funds, pending reconciliation of the fund balances vis-a-visthe company's contribution to both the funds and payments made directly to retired employees and also in the absenceof separate independent evaluation by the actuary for which necessary steps are being initiated, the extent of shortfall,if any, in the corpus of these funds cannot be ascertained at this stage.

23. Figures for the current financial year comprise of nine months as against the previous financial year of fifteen months andas such are not comparable.

24. Previous year's figures have been regrouped/rearranged wherever necessary.

36


SCHEDULES FORMING PART OF THE25. Segment Report By Geographical Segments

Particulars

Segment Revenue external Customers

Other Income

Add : Intersegment Revenue

Total Segment Revenue

Segment Result

Add : Unallocable income

Less : Unallocable expenses

Less : Interest (net)

Profit before Taxation and diminution in valueof certain investments

Less : Provision for Taxation (current tax)

(Deferred Tax)

Profit after Taxation but before diminution invalue of certain invstments

Provision for diminution in value of certain Investments

Profit after Taxation and after diminution invalue of certain investments

Segment Assets

Unallocated Assets

Total Assets

Segment Liabilities

Unallocated LiabilitiesTotal Liabilities

Capital Expenditure

Unallocated capital expenditure

Total capital expenditure

DepreciationUnallocated depreciation

Total depreciation

ACCOUNTS

Domestic

702661713963122375

54987857687828

708,160,49897081020311054681688631992

8608882031332318

(Contd.)

Exports

285180764390354696

786932115822292

293,050,085406176988106389091158538976

405631361370912565

TotalSegments

9878424771353477071

1336810623510120

1,001,210,5831376987191216935907247170968

491720181402244883

Rupees31.12.2003

TotalEnterprise

9878424771353477071

1336810623510120

10012105831376987191216935907247170968

24581337820680

4039973867974314

14626380918302282032730493

399451415500001000000

-1176619-1704198

323571124698712

-50089470

3235711254788182

491720181402244883

3555120603355547796540468407843957722848

4046840784395772284840468407843957722848

2915855111894834829158551

118948348

33626738594528443362673859452844

37


SCHEDULES FORMING PART OF THE ACCOUNTS (Contd.)

Notes:

1. The Company is engaged in the cultivation & manufacture of black tea and accordingly there are no business segments. The primary segmentis geographical based on location of customers i.e. domestic sales and export sales.

2. The segmentwise revenue, assets and liabilities figures relate to the respective amounts directly identifiable to each of the segments. Thesegmentwise result include figures that are allocated to the respective segments in the ratio domestic and export sales apart from figuresthat are directly attributable to each of the segments.

3. Fixed assets used in the company's business or liabilities have not been identified to any of the reportable geographical segments as thefixed assets are common for production of both domestic and exported tea. Accordingly depreciation and capital expenditure also could notbe allocated between the reported geographical segments.

4. Previous period's figures are in normal fonts as against current period figures which are given in bold fonts.

26. Basic and Diluted Earnings Per Share

Profit after tax and diminution in valueof certain Investments

Weighted average number of Equity Shares

Basic and Diluted Earnings Per Share

Note:

Weighted number of Equity Shares

Number of shares issued (C)

Number of shares issued (D)

Weighted average number of Equity Shares ason 31.03.2003

(A)

(B)

(B)

31.12.2003

32357112

22361526

1.45

31.03.2003

54788182

22368521

2.45

31.03.2003 22361526 31.12.2001 22396502

31.12.2003 22361526 01.04.2002 22361526

C*3/15 + D*12/15 22368521

Kolkata,Date: 30th August, 2004


A. K. Jajodia - Sr. Managing DirectorK. N. Nowrojee- Director -Estates


Santosh BhagatS. K. Sarma Pintu Kr. Agarwalla

Company Secretary Directors

38


CASH FLOW STATEMENT FOR THE 9MONTHS PERIOD ENDED 31 ST DECEMBER, 2003

9 Months Ended 1 5 Months Ended31 st December 2003

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before taxation and extraordinary itemsAdjustments for :

DepreciationInterest received(Profit)/ Loss on disposal of Fixed AssetsIncome from InvestmentsProfit/ (Loss) on sale of InvestmentsInterest Expenses

Operating Profit before Working Capital ChangesAdjustments for :

Trade and Other ReceivablesInventoriesTrade and Other Payables

Cash generated from OperationsDirect Taxes (Paid)/ ReceivedDeferred Revenue Expenditure

Net Cash Flow from Operating Activities

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (incl. Capital work-in-progress)Sale of Fixed AssetsPurchase of InvestmentsSale of InvestmentsInterest receivedDividend receivedInterCorporate Deposits

Net Cash used in Investing Activities

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from BorrowingsRepayment of BorrowingsDividend Paid (including tax on Dividend)Interest Paid

Net Cash Flow from Financing Activities

Net lncrease/(Decrease) in Cash and Cash Equivalents (A+B+C)

Cash and Cash Equivalents - Opening BalanceCash and Cash Equivalents - Closing Balance

(Rupees)

32,730,493

33,626,738(1,773,443)

(69,191)(26,172)690,053

146,419,111

211,597,589

(78,274,135)(41,459,729)27,661,654

119,525,379(1,372,083)

—

118,153,296

(30,202,047)79,265

—1,106,0834,882,538

26,172500,000

(23,607,989)

82,553,921(28,408,853)

(81224)(148,989,456)

(94,925,612)

(380,305)

19,389,32019,009,015

(380,305)

31st March ,2003(Rupees)

3,994,514

59,452,844(7,275,460)(1,714,726)

(14,178)(2,069,983)

190,298,280

242,671,291

(74,209,839)119,233,56888,999,846

376,694,8661,685,154

(382,784,015)

(4,403,995)

(112,416,603)3,304,985

(7,203,945)19,176,9588,578,559

14,178—

(88,545,868)

592,456,208(366,542,166)

(164,953)(152,130,596)

73,618,493

(19,331,370)

38,720,69019,389,320

(19,331,370)

39


Notes:1. Cash and Cash Equivalents comprise Cash & Bank balances as per Schedule-6 of the audited accounts.

2. The above cash flow statement has been prepared under the 'Indirect Method' as set out in the AccountingStandard - 3 on Cash Flow Statements issued by the Institute of Chartered Accountants of India.

3. Figures for the current financial year comprise of nine months as against the previous financial year of fifteen monthsand as such are not comparable.


This is the Cash Flow Statement referred to in our Report of even date.


A. K. Jajodia - Sr. Managing DirectorK. N. Nowrojee - Director -Estates

S. BhuwalkaFor LOVELOCK & LEWES Vjnod B Tjbrewa|a

Chartered Accountants Santosh BhagatKolkata, Prabal Kr. Sarkar S. K. Sarma Pintu Kr. AgarwallaDate: 30th August, 2004 Partner Company Secretary Directors

40


BALANCE SHEET ABSTRACT AND COMPANY'S BUSINESS PROFILE

11.

in.

Registration Details :

Registration No. :

Balance Sheet Date :

Capital Raised during the year (Amount in Rs. Thousand)

Public Issue

State Code

N

Bonus Issue

I I I I " I ' | L |

Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousand)

Total Liabilities

Sources of Funds

| 4 | 0 | 4 | 6 | 8 | 4 | 1 |

Paid-up Capital #

2 2 4 4 8 9

Secured Loans

Application of Funds Net Fixed Assets

| 3 | 2 | l | 9 | 3 | 6 | 9

Net Current Assets

| | 4 | 7 | 9 | 4 | 0 | 6

Accumulated Losses

(Refer Code List 1)

Right Issue

N I L

Private Placement

N I L

Total Assets

4 0 4 6 8 4 1

Reserves and Surplus

1 9 0 7 7 4 1

Unsecured Loans

N I L

Investments

Miscellaneous

1 1 I

1 9 5 5

Expenditure

N"

IV. Performance of Company (Amount in Rupees)

Turnover

I I I | 9 | 9 | 3 | 6 | 3 | 4 |

+ _ Profit/(Loss) Before Tax

FT~1 I I I I | 3 | 2 | 7 | 3 | 0 |

Earnings per Share (in Rs.)

M I M M | . | 4 | 5 |

Total Expenditure

| 9 | 6 | 0 | 9 [ 0 | 4Profit After Tax

Dividend

EEJV. Generic Names of Three Principal Products/Services of Company (as per monetary terms)

Item Code No. (ITC Code) | 0 | 9 | Q| 2 | 4 | 0 | . | 0 | 2 |- | 0 ] 3 |

Production Description |B| U | L| K| | T| E| A | | | ~| |

Item Code No. (ITC Code) | o | 9 | o | 2 | 3 | o | . | o | 2 | | | |

Production Descripiton [ P [ A [ C [ K| E | T | | T | E | A [ [ |

Item Code No. (ITC Code) | o | 9 | o | 2 | 4 | o | . | o | 4 | | | |

Product Description | T | E | A | [ B | A | G | S | | | | |

# Including Share Capital Suspense Rs. 925 (Rs. in thousands)

Place: Kolkata,Date : 30th August, 2004



. K. Jajodia - Sr. Managing DirectorK. N. Nowrojee - Director -Estates



Directors

41

ASSAM COMPANY LIMITEDSTATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956 RELATED TO SUBSIDIARY COMPANIES

Name of the Subsidiary

a) Financial Year of the Subsidiary

b) Holding Company's Interest :i) No. of Shares

Namburnadi Tea Co. Ltd.

31.12.2003

123076 Equity Shares ofRs. 107- each

20.07.2001

For the year ended 31.12.2003(12 months)

N.A.

N.A.

«) Extent of holding 92.98%

c. Date on which itbecame subsidiary

d. Net aggregate amount ofSubsidiary's Profit /Loss not

dealt with in the HoldingCompany's Accounts :

0 for the Subsidiary'sfinancial year

i) for its previousfinancial year

e. Net aggregate amount ofSubsidiary's Profit/Loss dealtwith in the Holding Company'sAccounts :i) for the Subsidiary's Rs. 3013606/-

financial year

i) for its previous Rs. 39.65.363/-financial year

f) The following material changeshave occurred from subsidiary'sfinancial year ended andtill 31.12.2003 Not Applicable

9 The Subsidiary's Fixed Assets

i) Its Investments

ii) The money tent by it

iv) The money borrowed by it forany purpose other than that ofmeeting current liabilities

Place : KdkataDated : 30th August, 2004

North-East Hydrocarbon Ltd.

31.12.2003 (9 months ended)

50,000 Equity Shares ofRs.10/- each

99.88%

26.11:2002

For the 9 months periodended 31.12.2003

N.A.

N.A.

Rs. 6976A

Rs. (-) 14.778/-

Not Applicable


Camellia Cha Bar Ltd. Assam Agro Hi-Tech Ltd.

31.12.2003 (9 months ended) 31.12.2003 (9 months ended)

50,010 Equity Shares ofRs. 10/- each

99.88%

26.11.2002

For the 9 months periodended 31.12.2003

N.A.

N.A.

Rs. 89700/-

Rs. (-) 12.150/-

Not Applicable

70 Equity Shares ofRs. 10/- each and 999930Equity Shares of Rs. 107- eachRs. 3 paid up

100%

01.04.2002

'For the 9 months periodended 31.12.2003

N.A.

N.A.

Rs. 248435A

Rs. (-) 35,3251-

Not Applicable


A. K. Jajodia - Sr. Managing DirectorK. N. Nowrojee - Director-Estates



Directors

8

NAMBURNADI TEA COMPANY LIMITED

REPORT OF THE DIRECTORS TO THE SHAREHOLDERS

Your Directors have pleasure in submitting their Twenty Seventh Annual Reporttogether with the Profit & Loss Account tor the year ended 31st December, 2003and Balance Sheet as at that date and Schedules and Notes forming part thereof.

FINANCIAL RESULTS

(Rs. In lakhs)

12 months ended 9 months ended

31.12.2003 31.12.2002

Sales & Other Income 300.31

Profit before Interest

Depreciation and Taxation 73.08

Less : Interest 9.64

Depreciation (Net of Revaluation Reserves Credit) 7.41

Profit after Interest & Depreciation 56.03

Less : Prior period expenses 22.58

33.45

Tax for earlier year 0.72

Provision for Taxation 0.32

Balance brought forward 86.76

Balance carried to Balance Sheet 119.17

DIVIDEND

In order to conserve resources for future plans, your Board has not recommendedany dividend.

PERFORMANCE

183.02

49.27

1.64

5.94

41.69

1.32

46.39

86.76

During the year under review, the Company produced 477591 Kgs. of tea as against

391043 Kgs of tea during the previous period (9 months). Despite depressed market

conditions, the performance of the Company during the year under review should be

considered satisfactory.

PROSPECTS

With the prices of tea firming up during the current season and various measuresinitiated by the Company for cost reduction, rationalization in working of the teaestate and effective marketing both in the domestic as well as in the internationalmarket, the prospects, barring unforeseen circumstances, for the current yearseems to be good.

During the period under review 25 hectares (approx.) of extension area of land wasplanted which together with last years' extension planting of 25 hectares makes thetotal area planted to 50 hectares. It is expected that the extended area will startcontributing crops from the year 2005. The project to increase Factory capacity forCTC and make orthodox tea is underway and your management is hopeful that thiswill result in improved working.

SOCIAL OBLIGATION

Despite difficult situation your Company continue to lay emphasis on social welfareactivities for its workforce and the neighbourhood. The Management is committed tothe well being of the wokers and their families.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Company'sArticles of Association, Mr. Amir Ahsan and Mr. A. C. Laha, Directors, retire by

rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

The present term of Mr. Amir Ahsan, Whole-time Director expired on 1st December,

2003. The Board of Directors of the Company at its Meeting held on October 31,2003 re-appointed him for a further period of two years with effect from December01, 2003 subject to the approval of the Members and such other approvals as maybe necessary. A resolution seeking approval of the Members has been included as

item no. 5 of the convening notice for the forthcoming Annual General Meeting.Since your Directors consider that it will be in the best interst of the Company tocontinue to avail the services of Mr. Amir Ahsan as a Whole-time Director, yourDirectors recommend the resolution for Members' approval.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed :

i) that in preparation of the annual accounts, the applicable accounting standardshave been followed with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable andprudent as to give a true and fair view of the state of affairs of the Company atthe end of the financial year and of the profit or loss of the Company for the yearunder review;

iii) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the CompaniesAct 1956, for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

iv) that the Accounts have been prepared on a going concern basis. •

COMPLIANCE CERTIFICATE

A certificate issued by a practicing Company Secretary in terms of the provisions ofSection 383A of the Companies Act, 1956 to the effect that the Company hascomplied with the applicable provisions of the said Act is attached to this Report.

AUDITORS' REPORT

The observations of the Auditors in the Auditors' Report have been adequatelyexplained in the Notes on Accounts and hence, do not call for further comments.

AUDITORS

The Company's Auditors M/s. U. C. Majumdar & Co., Chartered Accountants, willretire at the conclusion of the forthcoming Annual General Meeting and are eligiblefor reappointment.

COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OFDIRECTORS) RULES, 1988

In accordance with the requirement of the above Rules, the particulars in respect ofconservation of energy, research and development, technology absorption andforeign exchange earnings and outgo.have been given in Annexure 'A' forming partof this Report.

PARTICULARS OF EMPLOYEES

None of the employees fall under the disclosure requirement stated in Particulars ofEmployees as required under Section 217(2A) of the Companies Act, 1956 read withthe Companies (Particulars of Employees) Rules, 1975.

Your Directors wish to place on record its appreciation of the contribution byemployees at all levels.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude the continued help and support receivedfrom the Central Govt., the Govt. of Assam, Banks, holding Company, shareholders,creditors and suppliers and hope to continue to get such support in times to come.

Registered Office :"Namburnadi Tea Estate"P.O. : Barpathar - 785 602Dist. Karbi Anglong,Assam

Place : KolkataDate : June, 3, 2004


Amir AhsanA. C. Laha

Directors

43


ANNEXURE 'A'TO DIRECTORS' REPORT

Information u/s 217(1)(e) of the Companies Act, 1956 read with the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988and forming part of the Directors' Report for the year ended 31st December, 2003.

FORM "A"

CONSERVATION OF ENERGY :Energy Conservation Measures have resulted in savings in energy costs of theCompany.

A. POWER & FUEL CONSUMPTION

1. Electricitya) Purchase units (KWH)

Total Amount (Rs.)Rate/Unit (Rs.)

b) Own Generation :Through Diesel GeneratorUnit (KWH)Total quantity of dieselOil consumed in litresTotal value of above DieselOil consumed cost/unit

2. CoalQuantity (in M.T.)Total Cost (Rs.)Average Rate (Rs./Kg.)

3. Furnace OHQuantity (in litres)Total Amount (Rs.)Average Rate (Rs./ltr.)

4. Consumption per unit of productionProduct - Tea (kg)Electricity (Rs.)Furnace Oil (Rs.)Coal (Kg)

FORM "B"

A. RESEARCH & DEVELOPMENT (R4D)

1. Specific Areas in whichR & D carried out by the Company

2. Benefits derived as a resultof the above R & D

For year ended31.12.2003

(12 months)

9 monthsperiod ended

31.12.2002

286636 18638317,26,450 11,29,106

6.02 6.05

152497

60260

1,31,469

5119312,07,119 9,18,653.78

7.91

55.9361,07,491

1.92

12472323,23,977

18.63

4775916.144.860.22

6.98

NilNilNil

10991717,61,437

16.02

3910435.23

4.50Nil

Future plan of actionExpenditure on R & D.

The Company has become amember of Tocklai ResearchAssociation which carries outresearch on behalf of the teaEstates.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Efforts in brief made towardstechnology absorption, improvement,adaptation and innovation.

Efforts are made to improveindigenous cost effectivetechnology for productivity andquality improvement. Keepingcoordination with Tea ResearchInstitute, Tea ResearchAssociation Laboratories.

Product improvement and TeaQuality Improvement.

Benefits derived as a result of aboveefforts e.g. product improvement,cost reduction, productdevelopment, import substitution etc.

In case of imported technology(imported during the last five yearsreckoned from the beginning of the financialyear), following information may be furnished

a) Technology importedb) Years of importc) Has technology been

fully absorbedd) If not fully absorbed, > NOT APPLICABLE

areas where this has nottaken place, reasons thereforand future plans of action.

COMPLIANCE CERTIFICATE

Registration No. 02-1412

Nominal Capital Rs. 25,00,0007-

The MembersNamburnadi Tea Co. Ltd.Namburnadi Tea Estate, P.O. Barpathar - 785 602Dlst Karbl Anglong, Assam

We have examined the registers, records, books and papers of Namburnadi TeaCo. Ltd. (the Company) as required to be maintained under the Companies Act,1956, (the Act) and the rules made thereunder and also the provisions contained inthe Memorandum and Articles of Association of the Company for the year ended on31st December, 2003. In our opinion and to the best of our information and accordingto the examinations carried out by us and explanations furnished to us by theCompany, its officers and agents, we certify that in respect of the aforesaid period

1. The Company has kept and maintained all registers as stated in Annexure 'A' tothis certificate, as per the provisions and the rules made thereunder and allentries therein have been duly recorded.

2. The Company has duly filed the forms and returns as stated in Annexure 'B' tothis certificate, with the Registrar of Companies, Regional Director, CentralGovernment, Company Law Board or other authorities within the time prescribedunder the Act and the rules made thereunder or with Additional fees in case ofdelay.

3. The Company is a public limited company and hence comments are not required.

4. The Board of Directors duly met 5 times on 14.02.2003, 31.03.2003, 30.04.2003,30.07.2003, and 31.10.2003 in respect of which meetings proper notices weregiven and the proceedings were properly recorded and signed in the MinutesBook maintained for the purpose.

5. The Company closed its Register of Members from 24.06.2003 to 30.06.2003(both days inclusive) after complying with the provisions of the Act.

6. The annual general meeting for the financial year ended on 31.12.2002 was heldon 30.06.2003 after giving due notice to the members of the Company and theresolutions passed thereat were duly recorded in Minutes Book maintained forthe purpose.

7. No extra ordinary general meeting was held during the financial year underreview.

8. The Company has not advanced any loan to its Directors and/or persons or firmsor companies referred in Section 295 of the Act.

9. There were-no transactions or contracts entered into by the Company to whichthe provisions of Section 297 of the Act are applicable.

10. No entries relating to Section 297 were required to be made in the Registermaintained u/s 301 of the Act. However, entries relating to Section 299 havebeen made in the register as per Section 301 (3) of the Act.

11. As there were no instances falling within the purview of Section 314 of the Act,the Company was not required to obtain any approvals from the members or theCentral Government.

12. No duplicate share certificates were issued during the year under review.

13. The Company :

a. has delivered all the certificates on lodgement thereof for transfer/transmissionor any other period in accordance with the provisions of the Act.

b. has not declared any dividend during the year and hence no separate BankAccount was opened.

c. was not required to post dividend warrants as no dividend was declaredduring the year.

d. In respect of very old balances in Rights Issue Account and DividendAccount for which no records are available, the Company is taking steps totransfer the said amounts to the Central Govt.

e. has duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted and the appointmentsand re-appointments of directors have been duly made.

44


15. The appointment of Whole-time Director has been made in accordance with theprovisions of Sec 269 read with Schedule XIII to the Act.

16. No appointment of sole-selling agents was made during the year under review.

17. The Company was not required to obtain any approvals of the Central Government,Company Law Board, Regional Director, Registrar or such other authorities asmay be prescribed under the various provisions of the Act.

18. The Directors have disclosed their interest in other firms/companies to theBoard of Directors pursuant to the provisions of the Act and the rules madethereunder.

19. The Company ha*s not issued any shares/debentures/other securities duringthe year ended 31.12.2003.

20. The Company has not bought back any shares during the financial year underreview.

21. The Company has not redeemed any preference shares/debentures during theyear under review.

22. There were no transactions necessitating the Company to keep in abeyanceany rights to dividend, rights shares and bonus shares pending registration oftransfer of shares during the year under review.

23. The Company has not accepted/invited any deposits under Sections 58A &58AA of the Act during the year under review.

24. The amounts borrowed by the Company during the financial year were within theborrowing limits of the Company.

25. The Company has not made any loans or investments or given guarantee orprovided security in connection with a loan to any body corporate during theyear.

26. The Company has not altered the provisions of the memorandum with respectto situation of the Company's registered office from one state to another duringthe year under scrutiny.

27. The Company has not altered the provisions of the memorandum with respectto the objects of the Company during the year under scrutiny.

28. The Company has not altered the provisions of the memorandum with respectto the name of the Company during the year under scrutiny.

29. The Company has not altered the provisions of the memorandum with respectto the authorised share capital of the Company during the year under scrutiny.

30. The Company has altered its articles of association after obtaining approval ofmembers in the annual general meeting held on 30.6.2003 and the amendmentsto the articles of association have been duly registered with the Registrar ofCompanies.

31. No prosecution has been initiated against or show cause notices received bythe Company for any offence under the Act during the year and no fines andpenalties or any other punishment has been imposed on the Company.

32. The Company has not received any amount as security from its employeesduring the year under certification.

33. The Company has deposited its provident fund dues with the appropriateauthorities.

ANNEXURE 'A'

List of Registers maintained by the Company

1. Register of Charges u/s 143

2. Register of Members u/s 150

3. Index of Members u/s 150

4. Minutes Book of Board Meetings u/s 193

5. Minutes Book of General Meetings u/s 193

6. Books of Accounts u/s 209

7. Register of Contracts u/s 301

8. Register of Directors, Managing Directors etc u/s Section 303

9. Register of Directors' Shareholding u/s Section 307

10. Register of Loans and Investments u/s 372A

11. Share Transfer Register u/s 108

12. Register of Shareholders' Attendance

13. Register of Directors' Attendance

14 Register of Proxies

ANNEXURE 'B'

List of forms/returns filed by the Company during the year

Particulars

Forms 13 & 17 dated 07.03.03

Form 29 dated 31.03.03


Forms 8 & 13 dated 11.06.03


Compliance CertificateDated 31.03.03

Annual Accounts dated31.12.02

Annual Return made

Upto 30.06.03


Form 25C dated 01.12.03

Filing Date

11.03.03

23.04.03

23.04.03

03.07.03

29.07.03

29.07.03

29.07.03

27.08.03

26.12.03

20.02.04

Whether filedwithin prescribedtime?

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

No

Yes

If delay infiling, whether

requisite addl.Fee paid.

NA

NA

NA

NA

NA

NA

NA

NA

Yes

NA

Place : KolkataDate : 3rd June, 2004

Pradip M. DomadiaCompany Secretaries

CPNo. 3867Place : KolkataDate : 3rd June, 2004

Pradip M. DomadiaCompany Secretaries

CPNo. 3867

45


AUDITORS' REPORTto the Members of the Company

We have audited the attached Balance Sheet of Namburnadi Tea Company Limited,as at 31st December, 2003 and also the Profit & Loss Account for the period endedon that date annexed thereto. These financial statements are the responsibility ofthe Company's management. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

We conducted our audit in accordance with auditing standards generally acceptedin India. Those Standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation. Webelieve that our audit provides a reasonable basis for our opinion.

As required by the Manufacturing and Other Companies (Auditor's Report) Order,1988 issued by the Central Government of India in terms of sub-section (4A) ofSection 227 of the Companies Act, 1956, we enclose in the Annexure hereto astatement on the matters specified in paragraphs 4 and 5 of the said Order.

Further to our comments in the Annexure referred to above, we report that :

The Balance Sheet and Profit & Loss Account dealt with by this report are inagreement with the books of account.

In our opinion and to the best of our information and according to the explanationsgiven to us, the Balance Sheet and the Profit & Loss Account, together with theNotes thereon, and attached thereof, give in the prescribed manner, the informationrequired by the Companies Act, 1956 (The Act), subject to non determination andprovision of Gratuity Liability on actuarial basis as required by Accounting Standard(AS 15) (Schedule O Note g) issued by the Institute of Chartered Accountants ofIndia, a true and fair view of the state of the Company's affairs as at 31st December,2003 and its profit for the year ended on that date.

In our opinion, these accounts read with our comments above, have been preparedin compliance with the applicable Accounting Standards referred to in Section 211(3C) of the Act, except AS 15 indicated above.

We have obtained all the information and explanations which to the best of ourknowledge and belief were necessary for our audit. In our opinion, proper books ofaccount have been kept as required by law so far as appears from our examinationof the books.

Based on the representation made by all the Directors of the Company as on31st December, 2003 and taken on record by the Board of Directors of the Companythe Directors of the Company did not prima facie, have any disqualification asreferred to in Section 274(1 )(g) of the Act.

Dated : 3rd June, 2004

Guwahati - 781 001

S. Bhowmick

PartnerFor and on behalf of

U C MAJUMDAR & COChartered Accountants

ANNEXURE TO THE REPORT OF THE AUDITORS

(Referred to In paragraph 3 of our Report of even date)

1. The Company has maintained proper records to show full particulars including

quantitative details and situation of its fixed assets. The fixed assets were

physically verified during the year. However Fixed Assets register was not

updated and as such, descrepancies, if any, could not be ascertained.

2. The Company has not revalued its fixed assets during the year.

3. The stock of finished goods, raw materials, stores and spares have been

physically verified during the year by the management. The discrepancies

between the physical stock and the book records, which have been properly

dealt with in the books of account, were not significant. In our opinion, the

valuation of stock of finished goods, stores and spares has been fair and

proper in accordance with the normally accepted accounting principles and is

on the same basis as in earlier years.

4. The Company has not taken any loans secured or unsecured from

companies, firms or other parties listed in the register maintained under

Section 301 of the Act.

5. Loans and advances in the nature of loans only have been given free of

interest to the employees of the Company who are repaying the principal

amount as stipulated.

6. The Company has not granted any loans secured or unsecured to

companies, firms or other parties listed in the register maintained under

Section 301 of the Act.

7. In our opinion and according to the information and explanations given to us

during the course of audit, there are adequate internal control procedure

commensurate with the size of the Company and the nature of its business

for the purchase of stores including components, plant and machinery, and

other assets.

8. In our opinion and according to the information and explanations given to us,

the transactions for purchase of goods and materials and sale of goods,

materials and services made in pursuance to contracts or arrangements

entered in the register maintained under Section 301 of The Act and aggregating

to Rs. 50,0007- or more in respect of each party have been made at prices

which are reasonable having regard to prevailing market prices for such

goods, materials or services or the prices at which transactions for similar

goods, materials or services have been made with other parties.

9. The Company did not have any damaged stores or components at the

year-end

10. The Company has not accepted any deposit from the public.

11. The Company is maintaining reasonable records for the sale and disposal of

realisable scraps. The Company has no by-product.

12. As the paid up capital of the Company does not exceed Rs. 50 lakhs or the

average annual turnover does not exceed the prescribed limit, sub-clause (iv)

of clause (A) of paragraph of the Order is not applicable.

13. The Central Government has not prescribed maintenance of cost records

under Section 209(1 )(d) of The Act for the product of the Company.

46


1 4. The Company has deposited provident fund dues regularly with the authorities

during the year. The Company is not required to recover from its employees

under Employees State Insurance.

15. According to the information and explanations given to us, there were no

undisputed amounts payable In respect of wealth tax, sales tax, customs

duty and excise duty which have remained outstanding as at

31st December, 2003 for a period of more than six months from the date

they became payable.

16. According to the information and explanations given to us, and the records

of the Company examined no personal expenses appear to have been

charged to revenue account.

17. The Company is not a sick industrial company with the meaning of Section

3(1) (o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

BALANCE SHEET AS AT 31 ST DECEMBER, 2003Schedule 31*t December

I. SOURCES OF FUNDS

aiarnhnlrbii •* rurtria -torOnOKMr* rlnKK .a) Share Capitalb) Reserves & Surplus

LawFundsa) Secured Loanb) Unsecured LoanDeferred Tax

II. APPLICATION OF FUNDSFixed Asset*a) Gross Blockb) Less : Depreciation

c) Net Block

Current Assets, Loam & Advancesa) Inventoriesb) Sundry Debtorsc) Cash & Bank Balancesd) Loans & Advances

AB

CD

E

FGHI

2OO3

Rs.

1,323,750.00129,847,602.67

16,672,201.4513,798,574.17

—

161,642,128.29

172,753,543.1613,385,458.61

159,368,084.55

3,415,320.202,739,217.54

507,578.193,433,113.04

10,095,228.97

31st March2002

Rs.

1,323,750126,702.048

19,569,637684,496

148,279,931

152,166,44112,548.304

139,618,137

6,832,428• 1,432,301

719,2663,289,693

12,273,688Loss : Current Liabilities & Provisionsa) Liabilitiesb) Provisions

Net Current AssetsDeferred Tax Assets

AocounNny PoHdei & Nolss on Accounts

JK

O

7,657,185.23164,000.00

7,821,185.23

2,274,043.74—

161,642,128.29

4,164,390132,000

4,296,390

7,977,2986,84,496

148,279,931

The Schedules referred to above form an integral part of the Balance Sheet.This is the Balance Sheet referred to in our Report of even date.

Dated : 3rd June, 2004Guwahati - 781 001

S. Bhowmick


U C MAJUMDAR & CO.Chartered Accountants

S. BhowmickPartnerFor and on behalf ofU C MAJUMDAR & CO.Chartered Accountants

Guwahati - 781 001Dated : June 3, 2004


Amir AhsanA. C. Laha

Directors

47


PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED31 ST DECEMBER, 2003

Schedule 31st December2003

Rs.IncomeSale of Tea 29,138,104.33Sales of Qreenleaf 90,551.25Other Income L 802,831.00

OutgoingsCultivation, Manufacturingand Other Expenses MDecrease (Increase) in Stock of Tea NInterestDepreciation 837,154.39Less : Transfer from Revaluation Reserve 95,580.00

Profit for the yearPrior period expenses-Gratuity

Provision for TaxationTax for earlier yearBalance per last account

Balance carried to Balance Sheet

Earning per share-Basic

30,031,486.58

19,319,921.083,401,446.70

964,918.50665,971.00

741,574.39 71,685.00

24,427,860.67

5,603,625.912,258,838.61

3,344,787.3032,000.0071,653.00

8,675,973.05

11,917,107.35

24.48

31st March2002

Rs.

17,990,029

311,929

18,301,958

16,297,689(2,922,240)

163,175

594,286

14,132,910

4,169,049

132,000

4,638,924

8,675,973

30.50

The Schedules referred to above form an integral part of the Profit & Loss Account.This is the Profit & Loss Account referred to in our Report of even date.

S. BhowmickPartnerFor and on behalf of On behalf of the Board of DirectorsU C MAJUMOAR & CO.Chartered Accountants Amir AhsanDated : June 3, 2004 A- c Laha

Guwahati - 781 001 Directors

SCHEDULES FORMING PART OF ACCOUNTS

31st December2003

Rs.A. ShareCaprtal

Authorised250000 Equity Snares of Rs. Iff- each 2,500,000.00

Issued & Subscribed1,32,375 Equity Shares of Rs. 10/- eachcalled and paid up in full(Of the above, 44,775 Shares were issued asfully paid Bonus Shares by capitalisationof General Reserve and 123076 Sharesprevious year 123076) are held by holdingcompany Assam Company Limited.

B. Reserves & SurplusCapital ReserveRevaluation Reserve 74,656,041.01Less : Transfer during the year 95,580.00

C. Secured LoanFrom a Bank against hypothecation of Teacrop, sale proceeds thereof and also by wayof equitable mortgage by deposit of Title Deedspertaining to the Company's Tea EstatePunjab National Bank -Cash Credit account

Term Loan

D. UnsecuredLoenFrom Corporate Bodies

1,323,750.00

43,370,034.31

74,560,461.0111,917,107.35

129,847,602.67

14,447,892.45

2,224,309.00

16,672,201.45

13,798,574.17

13,798,574.17

31st March2002

Rs.

2,500,000

1,323,750

43,370,034

74,656,0418,675,973

126,702,048

—

19,569,637

19,569,637

E. Fixed Assets SCHEDULE TO ACCOUNTS

Particulars

Estate

Building

Machinery

Motor Vehicles

Furniture

Prev. Year Rs.

Cost to1st, Jan, 2003

Rs.

132,242,504.03

4,043,472.42

13,933,908.97

1,693,195.00

253,361.00

152,166,441.42

140, 715,376

Additions/saleDiscarded

Rs.

17,844,509.72

1,265,135.00

1,463,602.02

10,000.00

3,855.00

20,587,101.74

11,451,065

Cost to 3 1stDecember, 2003

Rs.

150,087,013.75

5,308,607.42

15,397,510.99

1,703,195.00

257,216.00

172,753,543.16

152,166,441

Depreciationto 31. 12.2003

Rs.

—

2,224,988.64

9,685,598.58

1,354,256.84

120,614.55

13,385,458.61

12,548,304

Net Block as on31st December, 2003

Rs.

150,087,013.75

3,083,618.78

5,711,912.41

348,938.16

136,601.45

159,368,084.55

139,618,137


F. InventoriesStock of Tea, at cost or market value,whichever is lowerStock of Stores, at cost, as certified

G. Sundry Debtors(unsecured, considered good)Debts Outstanding for a periodexceeding six monthsOther Debts

31st December2003

RS.

1,883,113.301,532,206.90

3,415,320.20

55,000.002,684,217.54

2,739,217.54

31st March2002

Rs.

5,284,5601,547,868

6,832,428

134,8701,297,431

1,432,301

H. Cash & Bank BalancesCash in handVWth scheduled Banks on current accountRight Issue account

. Dividend account

I. Loans & Advances(Unsecured, considered good)Advances recoverable in cash orin kind or for value to be received

31st December2003

Rs.

34,217.55469,170.64

1,295.002,895.00

507,578.19

3,433,113.04

3,433,113.04

31st March2002

Rs.

26,926688,150

1,2952,895

719,266

3,289,693

3,289,693

48



31«t December2003

Re.J. Current Liabilities & Provisions

Sundry Creditors & LiabilitiesOther Liabilities

K. ProvisionTaxation

I— Other IncomeRefund of Excise DutySundry ReceiptsSundry balance written back

M. Cultivation, Manufacturing and Other Expenses

CultivationPlucking and Manufacturing ExpensesFuel & PowerBrokerageRepairs - Machinery

Buildings, Roads & BridgesExcise Duty & Tea CessFreight, Warehouse and Sales ChargesRent, Rates & TaxesCess on Green LeafPensionGratuityInsuranceLabour & Staff WelfareContribution to Provident and other FundStaff & Labour BonusLoss on Food StuffMiscellaneous Expenses

N. Increase/Decrease In StockOpening StockClosing Stock

7,667,185.23

7,657,185.23

164,000.00

164.000.00

796,308.006,523.00

802,831.00

597,079.686,837,524.032,688,298.83

194,482.6963,964.0679,439.26

603,987.221,356,839.13

100,191.00682,784.00

55,458.0067,113.00

1,018,792.61549,437.25438,330.03667,040.06

3,319,160.23

19,319,921.08

5,284,560.001,883,113.30

3,401,446.70

31st March2002

Rs.

363,6273,800,763

4,164,390

132,000

132,000

597311,332

311,929

320,7187,230,3602,052,201

136,00235,52455,290

399,6691,166,847

92,511550,337

7,515471,65476,211

300,707585,358433,590651,125

1,732,070

16,297,689

2,362,3205,284,560

- 2,922,240

O. Significant Accounting Policies

A. Accounting Policies

a) Basis of Accounting :

The Accounts are prepared on historical cost basis, adjusted by revaluationof Plant and Machinery, and as a going concern. Accounting Policies otherwiseare consistent with the generally accepted accounting principles.

b) Revenue Recognition :

Income & Expenditure are accounted for on mercantile basis.

c) Contingent Liabilities :

Contingent liabilities are generally not provided for in the accounts and areseparately shown under 'Note on Accounts'.

d) Fixed Assets :

Estate, Building and Plant & Machineries were revalued during 1985 andEstate was further revalued during 2001 and the resultant surplus over theirbook value transferred to Revaluation Reserve. Other assets are valued attheir cost of acquisition including appropriate incidental expense.

e) Depreciation :

a) On all assets acquired upto 31.3.91 at written down value method atrates specified in Schedule XIV of The Act.

b) From 1.4.91 depreciation on Building, Plant & Machinery and MotorVehicles are being provided at rates specified in Schedule XIV, of The

Act, and in respect of other assets, is provided on written down valuemethod at rates specified in the said Schedule. Depreciation on revaluedcost is adjusted against Revaluation Reserve.

f) Inventories :

Stock of Tea is Valued at Cost or Market Price whichever is lower.

Stores & Spare parts are also stated at cost (weighted average cost).Obsolete, slow moving and defective stores identified at the time ofphysical verification where material, necessary, provision is made for suchstores.

g) Retirement Benefits :

Contribution to provident fund are being deposited with the authorities, andcharged off to revenue. The accrued liability in respect of Gratuity and leaveencashment has not been actuarialy evaluated. However the same areaccounted for in the accounts as and when paid.

B. Notes on Accounts :

1. Contingent Liabilities not provided for :

Demand from Provident Fund authorities on Food concession is disputed bythe Company the amount of which is not ascertainable.

2. Miscellaneous Expenses include Rs. 29150/- (Previous year Rs. 20325/-)being Audit Fee which includes Tax audit and Certification fees.

. 3. The deferred tax assets Rs. 70.93 lakhs arising mainly due to accumulatedCentral Income Tax and Assam Agricultural Income Tax unabsorbed lossesas at 31st December, 2003 have not been recognised In the absence ofvirtual certainty of taxable income .in future years.

4. Provision for taxation has been made with respect to profit for the yearended December 31, 2003 (Assessment year 2004-05) in accordance withthe provisions of Income Tax Act, 1961 and rules framed thereunder. Theultimate tax liability for the Assessment year 2004-05, however will bedetermined on the basis of total income for the year ending March 31, 2004.

5. Details of Production

a. Licensed Capacity

Installed Capacity

Actual Production

Greenleaf Plucked

Green Leaf Consumed(100% Indigenous)

Greenleaf Sold

31.12.2003

Not Applicable

Not Applicable

477591 Kg

2133698 Kg

2120283 Kg

31.03.2002

Not Applicable

Not Applicable

391043 Kg

1713667 Kg

1713667 Kg

13415 Kg Nil

6. Details of Sales & Stock Kgs. Rs. Kgs. Rs.

a) Sales

Tea 551442 29138104.33 300786 17990029.00

Green Leaf 13415.00 90551.25 — —

b) Opening Stock

Tea 130297 5,284,560.00 40040 2362320.00

c) Closing Stock

Tea 56446 1,883,113 130297 5284560.00

7. Stores & Spares Consumed(100% indigenous) 9036776 6935661.50

8. Previous period's figures have been rearranged/regrouped wherevernecessary.

Place : KolkataDated : June 3, 2004

On behalf of the Board ofDirectors

Amir AhsanA.C. LahaDirectors

49


9. Balance Sheet Abstract and Company'* General Business Profile

1. Registration Details

Registration No. 1412 Side Code : 02

Balance Sheet Oats 31. 12.2003

II. Capital Msed during the year

(Amount in Rs. Thousand)

Public Issue

Bonus Issue

Nil Rights Issue Nil

Nil Private Placement Nil

III. Position of MoMsaHon and Deployment of Funds.


Total Liabilities

Sources of founds

Paid up Capital

Secured Loan

Application of Fun*

Net Fixed Assets

Net Current Assets

Accumulated Losses

IV. Performance of Company


Turnover

Profit before Tax

Earning per Share

V. Centric Mamas of three Prindp

Item Code No.

Product Description

169463 Total Assets 169463

1324 Reserves & Surplus 129848

16672 Unsecured Loans 13798

159368 Net Current Assets Nil

2274* Msc. Expenditure Nil

Nil

30031 Total Expenditure 26686

3345 Profit alter Tax 3241

24.48 Dividend Nil

ri Products/Service* of the Company

090240.02

BLACK TEA

CASH FLOW STATEMENT FOR THE PERIOD ENDED31 ST DECEMBER, 2003

31st December, 2003 31st December, 2002Particulars Rs. Rs. Rs. Rs

A. CASH aOWHWM OPERATING ACTIVITIES:

Net Profit before Tax and Extraordinary items

Add: Hem considered under Investing

Activities

Loss on Sale of Assets

Depreciation 741,574

Interest Expenses 964,919

fVarnllnnfVr4lt tl nlM Ufnllltrat f**rrftjriupemng wow ueiore wcmny uapnai

Changes adjustments for

Trade and other recervaUes -1,450,336

Inventories 3,417,108

Trade PayaHes 3,492,785

Unsecured Loan -5,771,063

CMnGennaled MoniOuBsiluii

Interest Paid

fSiBliflrMiili nm Bill IIMII i IhBllMi««innowu6HjiisBJiujiuiuuviynBmB

Tax for earlier yew


B. CASHFLOWFROMINVESTINGACnvmES

Purchase of Fixed Assets -20,587,102

Sale of Fixed Assets —

Net Cash Used In Investing activities

C. CASHFLOWFROMHMNdNGACnvniES

Proceeds from longTemVShort

Term Bank Borrowings 16,672 01

Net Cash Used in nnandng Activities

Net Increase In Cash and Cnh Equivalents

CariiandcashEcMwMntasatOI.01.03 719J66

CsshandcashEquhialantasat31.12.03 507578

3344,787

1,706,493

5051,280

-311,496

4,739,784

-964919

3.774JK

-71,653

3,703#2

-20,587,102

-20567,102

W47Z3>1

-3,914,900

-211,688

-211,688

4,169,049

594286

163,175 757,461

4,926.510

-751,669

-2,470,687

510,590 -2,711,766

- 11,925,744

14,140,488

-163,175

13,977,313

13,977,313

-11,451,065

11,451,065

-11,451,065

-2,148.452 -2,148,452

-2,148,452

377,796

341,470

719,266 377,795

To

The Board of DirectorsNamburnadi Tea Co. Ltd.

We have examined the above Cash Flow Statement of Namburnadi Tea Co. Ltd. torthe year ended 31st December, 2003. The Statement has been prepared by the

Company in accordance with the requirements of clause 32 of Listing Agreementwith Calcutta Stock Exchange and is based on and in agreement with the corresponding

Profit & Loss Account and Balance Sheet of the Company covered by our report ofeven date to the Members of Company.

Place : KolkataDated : June 3, 2004

On behalf of the Board ofDirectors

Amir AhsanA.C. UnaDirectors

Dated : June 3, 2004Place : Guwahati

S. Bhowmick


U C MAJUMDAR & COChartered Accountants

50

NORTH EAST HYDROCARBON LIMITED(Formerly Assam Hydrocarbon Limited)

DIRECTORS' REPORT

Your Directors have pleasure in submitting their Ninth report for the period ended 31stDecember, 2003 together with the Audited Accounts for the said period.

THE COMPANY

During the period under review the Company incurred loss of Rs. 6,9847- as against a lossof Rs. 14778/- incurred during the previous year (12 months) which together with last year'scarried forward loss of Rs. 1,24,368/- makes the total loss to Rs. 1,31,352/- which has beencarried forward to the balance sheet.

FINANCIAL YEAR

I n order to coincide the financial year of the Company with the financial year of the HoldingCompany, the financial year of the Company has been changed from April to March eachyear to January to December each year and in order to give effect to this the accounts ofthe current year is made of 9 (nine) months period ended 31st December, 2003.

FUTURE PROSPECT

The Mining Lease for discovered field, Amguri has been finally granted to Assam CompanyLimited (ACL) in whose name, the field was allotted. We have received information thatJoshi Technologies International Inc the Operator of the field has sold out their stake toM/s Canoro Resources Ltd. of Canada (CRL). Efforts are being made to take over the fieldin association with CRL.

CRL are the Operator for the Exploration Block - AA-ON /7. They have advertised forvarious services for the Exploration Block. It is proposed to complete the commitment underPhase -1 within the extended date March 31,2004, which has since been completed.

ACL also submitted bids for three Marginal Fields - Bihubar, Laxmijan and Barsilla whichhave been subsequently awarded.

Efforts are being made for transfer of Oil & Gas Division of the principal Company. ACL atan early date.

DIRECTORS

Mr. Ashok Jajodia, Director, retires by rotation and being eligible offers himself forreappointment.


Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, withrespect to Directors' Responsibility Statement, it is hereby confirmed :

(i) that in the preparation of the annual accounts for the period ended 31st December,2003, the applicable accounting standards had been followed along with properexplanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that were reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the period andof the profit or toss of the Company for the period under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) that the Directors had prepared the accounts for the period ended 31 st December, 2003on a 'going concern' basis.

PARTICULARS OF EMPLOYEES

The Company did not have employee during the period under review.

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OFDIRECTOR) RULES, 1988.

Details regarding the above will be disclosed as and when such activities are undertaken.

AUDITORS

M/s. S. S. Kothari & Co., Chartered Accountants, retire at the forthcoming Annual GeneralMeeting and are eligible for re-appointment

AUDITORS' REPORTTO THE MEMBERS OF NORTH EAST HYDROCARBON LIMITED

We have audited the attached Balance Sheet of NORTH EAST HYDROCARBON LIMITED(formerly ASSAM HYDROCARBON LIMITED) as at 31 st December 2003 and the Profit &Loss Account for nine months ended that date. These financial statements are theresponsibility of the Company's management. Our responsibility is to express opinion onthese financial statements based on our audit.

We conducted our audit in accordance with auditing standard generally accepted in India.Those standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement. An audit includesexamining on a test basis, evidence supporting the amounts and disclosure in the financialstatements presentation. We believe that our audit provides a reasonable basis for ouropinion.

1. As required by the Company's (Auditors' Report) Order, issued by the CentralGovernment in terms of Section 227 (4A) of the Companies Act, 1956, which iseffective on and from 1 st July, 2003 we give our comments in the Annexure on thematters specified in the Order to the extent applicable to the Company.

Further to our comments in the Annexure report to above, we report that:

a) We have obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit.

b)

d)

e)

In our opinion, proper books of accounts, as required by law, have been keptby the Company so far as appears from our examination of the books.

In our opinion, profit and loss account and the Balance Sheet of the Companyhave complied with the Accounting Standard referred to In Section 211 (3C) ofthe Companies Act, 1956.

The Balance Sheet and Profit and Loss Account dealt with by this report are inagreement with the books of accounts.

On the basis of written representation obtained from the Directors and taken onrecord by the Board, none of the Directors of the Company as on 31stDecember, 2003 are disqualified from appointment as Directors in terms ofSection 274(1 G) of the Companies Act, 1956.

In our opinion, and to the best of information and according to the explanations givento us, the said accounts together with the notes thereon, give the informationsrequired by the Companies Act, 1956 in the manner so required and also give, a trueand fair view;

a) In the case of the Balance Sheet of the state of affairs of the Company as at31st December, 2003.

b) In the case of the Profit and Loss of the loss of the Company for the period1st April, 2003 to 31st December, 2003.

India Steamship House21 Old Court House StreetKolkata

Date: 22nd April, 2004

For S S KOTHARI & CO.Chartered Accountants

A. DattaPartner

ANNEXURE TO THE AUDITORS' REPORT (REFERRED TO IN OURREPORT OF EVEN DATE)1. In our opinion and according to the Informations and explanations given to us, there are

adequate internal control procedures, commensurate with the size of the Companyand nature of its business. No major weakness in the control system have been noticedby us.

2. In our opinion and according to the informations given to us, there were no transactionspursuant to contracts or arrangements entered in the Register maintained under Section301 of the Companies Act 1956 except unsecured and interest free loan from one partyamount outstanding as on 31.12.03 Rs. 17240200 which have been raised mainly forexpenses on project.

3. None of the other clauses of the Companies (Auditors' Report) Order, 2003 are applicableand hence are not reported upon.

Place. KolkataDate : 22nd April, 2004

On behalf of the Board

Ashok JajodiaK. R. Bhagat

Directors

India Steamship House21 Old Court House StreetKolkata

Date : 22nd April, 2004

For SS KOTHARI & CO.Chartered Accountants

A. DattaPartner

51


BALANCE SHEET AS AT 31ST DECEMBER, 2003

Schedule

Rs.SOURCES OF FUNDSShareholders' Funds :Share Capital 1Loin FundsUnsecured Loans from bodies corporate

Total

APPLICATION OF FUNDSProject Expenditure Pending Capitalisation 2Investment 3

Current Assets, Loans and Advances

Cash and Bank Balances 4 BOO

800Less : Current Liabilities & Provisions

Current Liabilities 5 13,870

Net Current Assets

Miscellaneous Expenditure 6(to the extent not written off or adjusted)

Profit & Loss Account balance

Total

As at31.12.2003

Rs.

500,700

17,240,200

17,740,900

17,614,0411,650

Rs.

As at31.03.2003

Rs.

500,700

11,823,574

12,324,274

12,207,485100

1,155

1,155

18,070

(13,070)

6,927

131,352

17,740,900

(16.915)

9,236

124,366

12,324,274

NotesThe Schedules referred to above form an Integral part of the Balance Sheet.This is the Balance Sheet referred to in our report of even date.

For S. S. KOTHARI & CO.Chartered AccountantsA. DattaPartner Ashok JajodiaKolkata K. R. BhagatDate : 22nd April, 2004 Directors


PROFIT & LOSS ACCOUNT FOR THE PERIOD ENDED

31.12.2003R*.

31.03.2003Rs.

INCOME

Liabilities no longer required written back

EXPENDITURE

Filing FeesAuditors' RemunerationInsurance ChargesBank ChargesPreliminary Expenses written offGeneral Charges

Profitf(Loss) for the yearBalance brought forward from previous year

Profit & Loss Account Balance Carried forward

Notes Schedule "7*

This is the Profit and Loss Account referred to in our Report of even date.

4,320

3552,309

6.984

(•,984)(124,368)

(131,352)

50004,320

8404,618

14.778

(14,778)(109,590)

(124,368)

For S. S. KOTHARI & CO.Chartered AccountantsA. DattaPartnerKolkataDate: 22nd April, 2004


Ashok JajodiaK. R. Bhagat

Diroctors

SCHEDULES FORMING PART OF THE BALANCE SHEETteat

31.12.2003Rs.

SCHEDULE - 1 SHARE CAPITAL

Authorised10,00,000 Equity Shares of Rs. 107- each 10,000,000

Issued, Subscribed and Paid-up50070 Equity Shares of Rs. 1CV- each fully paid up in cash

(Equity shares are fully held by the holding company)

SCHEDULE-2

Project Expenditure Pending Capitalisation

500,700

SCHEDULE - 3 INVESTMENT - LONG TERM-UNQUOTED10 Equity Shares of Rs. 10 each inCamelia Cha Bar Ltd. 100(Formerly Lord Inchcape Tea Ltd.)100 Equity Shares of Hindustan OilExploration @ 15.5 per share 1,550

1,650

SCHEDULE - 4 CASH & BANK BALANCESCash in HandBalance with Scheduled Banks

On Current Accounts

SCHEDULE - 5 CURRENT LIABILITIES

Sundry Creditors for expenses

Liabilitiy for Audit fees and other services

SCHEDULE - 6 MISCELLANEOUS EXPENDITURE

(To the extent not written off or adjusted)

Preliminary Expenditure

800

800

9,550

4,320

13,870

6,927

6,927

As at31.03.2003

Rs.

10,000,000

500,700

17,614,041 12,207,485

17,614,041 12,207,485

100

100

1,155

1,155

13,750

4,320

18,070

9,236

9,236

SCHEDULE - 7 NOTES FORMING PART OF ACCOUNTS

1. Significant Accounting Policies

i) The Financial Statements are prepared in accordance with the historical costconvention on accrual basis.

2 Details of Auditors Remuneration

Audit Fees Rs. 4320/-

3. In accordance with Accounting Standard 22 "Accounting for Taxes on income*issued by the Institute of Chartered Accountants of India, the Company has notaccounted for deferred tax. The company has significant amount of carriedforward losses under Income Tax Act. However as a matter of prudence, deferredtax assets have not been recognised in view of uncertainty in estimating futureprofits.

4) Figures have been rounded off to nearest rupees.

Signatures to Schedule 1 to 7

KolkataDate: 22nd April, 2004


Ashok JajodiaK.R. Bhagat

Directors

52


BALANCE SHEET ABSTRACT AND COMPANY'S BUSINESS PRORLE

I. Registration Details

Registration No. | 0 | 0 | 4 | 2 | 9 | 8 | State Code : |p \2 \

Balance Sheet Date | 3 | 1 | | 1 | 2 | |j) | 3 |

Date Month Year

II. Capital Raised during the year (Amount in Rs. Thousands)

Public Issue Rights Issue

I I I | N | l | L l [

Bonus Issue

I L

Private Placement

J N l l l L l

III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousands)

Total Liabilities Total Assets

i i i i n i 7 T n « mSources of Funds

Raid up Capital

i i s i o n iSecured Loans

1 7 7 4 1

Reserves & Surplus

Unsecured Loans

I I |N| I |L| I I I I H | 7 | 2 | 4 | 0 |

Application of Funds

Net Rxed Assets (Project exp.)

I I I I H | 7 | 6 | 1 | 4

+ - Net Current Assets

rni i i i '

Investments

LHMsc. Expenditure

ill]Accumulated Losses

i . iIV. Perfomwice of Company (Amount in Rs. Thousands)

Turnover Total Expenditure

+ - Prolit/(Loss) BeforeTax + - Pro«t/(Loss) After Tax

CD I I I I I I hi O31 MILEarning Per Share in Rs. Oivid'end (%)

I I I I I I I | N | A |

V. Generic Names of three Principal Products/Services of the Company(as per monetary terms)

Item Code No (ITC Code) |N |O

Production Description |

T l

1

A | P | P

1 1

L 1 C | A

1

B L E



AshokJajodiaK. R. Bhagat

Directors

53

CAMELIA CHA BAR LIMITED

DIRECTORS' REPORTYour Directors have pleasure in submitting their Ninth report for the nine months periodended 31st December, 2003 together with the Audited Accounts for the said period.

THE COMPANY

During the period under review the Company incurred loss of Rs. 89.S26/- against the lossot the previous year amounting to Rs. 12.150/- which together with last year's carriedforward loss of Rs. 45,234/-makes the total loss to Rs. 1,35,060/- which has been carriedforward to the balance sheet. Recession in the industry is still on. Your Directors are verymuch keen to start new venture once the situation improves for which efforts are on.

FINANCIAL YEAR

In order to coincide the financial year of the Company with the financial year of the HoldingCompany, the financial year of the Company has been changed from April to March eachyear to January to December each year and in order to give effect to this the accounts ofthe current year is made up of 9 (nine) months period ended 31st December, 2003.

DIRECTORS

Mr. S. Khattan, Director, retires by rotation and being eligible offers himself for reappointment.


Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, withrespect to Directors' Responsibility Statement, it is hereby confirmed :

i) that in the preparation of the annual accounts for the period ended 31st December,2003, the applicable accounting standards had been followed along with properexplanation relating to material departures;

it) that the Directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that were reasonable and prudent so as to givea true and fair view of the state of affairs of the Company at the end of the financialyear and of the profit or loss of the Company for the period under review;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and tor preventing and detecting fraud andother irregularities;

iv) that the Directors had prepared the accounts for the period ended 31st December2003 on a 'going concern' basis.

PARTICULARS Of EMPLOYEES

The Company did not have employee during the period under review

THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OFDIRECTORS) RULES, 1988.

The particulars of conservation of energy, technology absorption etc., are not applicableto the Company.

AUDITORS

M/s. Dhandhania & Associates, Chartered Accountants, retire at the forthcoming AnnualGeneral Meeting and are eligible for re-appointment.

On Behalf of the BoardP. S Ghosal

Place : Kolkata S. K. KhaitanDate : 22nd April, 2004 Directors

AUDITORS' REPORTTO THE MEMBERS OF


1. We have audited the attached Balance Sheet of Camella Cha Bar Limited as at 31stDecember, 2003 and the Profit & Loss Account for the nine month* ended on thatdate annexed thereto. Thme financial statement! are the responsibility of theCompany1! management. Our responsibility to to exprett an opinion on theee financialstatement* bated on our audit.

2. We conducted our audit In a<rar<tance with auo^ng standard* generally accepted InIndia. Those Standarda require that we plan and perform the audit to obtain reatonabteaMuranoe about whether the financial statements are free of material mlettatement.An audit Include* examining, on a teat baeli, evidence supporting the amount* anddlKtoeuret In the financial statements. An audit also include* »sa»sslng the accountingprinciple* used and itgnWont estimates made by management, a* well at evaluatingthe overall financial statement presentation. We believe that our audit provide* areasonable basis for our opinion,

3. We report a* under:3.1 We have obtained an the Information and explanation* which to the best of

our knowledge and belief were necessary for the purposes of our audit.3.2 The Balance Sheet and the Profit 4 Loss Account dealt with by this report are

In agreement with the books of account.3.3 On the basis of written representations received from the Directors as on 31 st

December, 2003 and taken on record by the Board of Directors, we report thatnone of the Director is disqualified as on 31st December, 2003 from being

, appointed as a director in term of clause (g) of sub-section (1) of Section 274of the Companies Act, 1956.

3.4 In our opinion, proper books of accounts, as required by the law have beenkept by the Company so far as appears from our examination of these books

3.5 In our opinion, the Profit & Loss Account and the Balance Sheet of the Companyhave complied with the specified accounting standards referred to in sub-section(3C) of Section 211 of the Companies Act, 1956.

3.6 In our opinion and to the best of our information and according to theexplanations given to us, the said accounts give the information required bythe Companies Act, 1956 in the manner so required and give a true andfair view in conformity with the accounting principles generally acceptedin India:a) In the case of Balance Sheet of the state of affairs of the Company as at

31st December 2003; andb) in the case of Profit & Loss Account of the Loss of the Company for the

Year ended on that date.

As required by the Manufacturing and Other Companies (Auditors' Report) Order,1988 issued by the Company Law Board in terms of Section 227 (4A) of the CompaniesAct, 1956 and on the basis of such checks as we considered appropriate and accordingto the information and explanations given to us, we report that:i) The Company has maintained proper records to show full particulars including

quantitative details and situation of its fixed assets. The fixed assets at most ofthe locations were physically verified by the management at reasonable intervalsand no discrepancies were noticed on such physical verification.

ii) The Fixed Assets of the Company have not been revalued during the period.iii) The Company has taken interest free unsecured loans from a Company listed in

the register maintained Under Section 301 of the Companies Act, 1956. Theterms and conditions of which are prima facie not prejudicial to interest of theCompany

iv) In respect of interest free unsecured loan granted to Assam Company Limited,the holding company. There is no stipulation as to repayment.

v) The Company has not accepted any deposits from the public.vi) The Company does not have any formal internal audit system.vii) There are no undisputed amounts payable in respect of Income Tax, Wealth Tax,

Sales Tax, Customs Duty and Excise Duty as on 31st December, 2003 whichwere due tor more than six months from the date they became payable.

viii) According to the information and explanations given to us, no personal expense:have been charged to Revenue Account.

ix) Other paragraphs of the Order are not applicable to the Company.

Place: KolkataDate: 22nd April, 2004

For Dhandhania & AssociateChartered Accountant

Karuna DhandhaniPartrx

BALANCE SHEET AS AT 31 ST DECEMBER, 2003Schedules As at

31.12.2003Rs.

SOURCES OF FUNDSShareholders' Funds :Share Capital 1Loan FundsUnsecured Loans from Bodies corporate 1,096,467

TotalAPPLICATION OF FUNDSFixed Assets 2

Current Aweta, loan* and Advance*Loan* 4 Advance*C**h and Bank Balance* 3

Let* : Current Liabilities a Provltlon*Sundry Creditor* lor expanses 7,080Net Current AiietiMtcelianeoiM Expenditure(to the extent not written oft or adjusted)Preliminary Expense*Profit * Lee* Account BalanceTotal

Note* 4Par our Report of even date attached

For DHANDHANIA & ASSOCIATESChartered Accountants

Karuna DhandhaniaPartner


Rs.

500.700

1,597,187

1,020,786

Asi31.03.20C

Rs. Ri

3,000

449,2841,449

450,732

3,840

500,7(

503,7'

446,1

8,880

135,080

1,597,187

On behalf of the E

S. K. KtiP. S. Gl

Din

54


PROFIT & LOSS ACCOUNT FOR THE NINE MONTHS ENDEDPeriod ended tear ended

31.12.2003 31.03.2003Rs.

89,826

89,826

3,24011,010

2,89472,682

89,826

45,234

89,826

INCOME

Loss Carried down

EXPENDITUREAudit Fees (including service tax)Fees Rates & TaxesGeneral ChargesPreliminary Expenses written offDepredation

Balance brought forward

Loss brought down

Balance Carried to Balance Sheet

Notes Schedule '4*

Per our Report of even date attached


Prabhat Kr. DhandhaniaPartnerKolkataDate : 22nd April, 2004

SCHEDULES FORMING PART OF BALANCE SHEET

Rs.

12,150

12,150

3,2404,750

3023,858

12,150

33,084

12,150

135,060 45,234


S. KhattanPS.Ghosal

Directors

SCHEDULE - 1 SHARE CAPITAL

Authorised

10,00,000 Equity Shares of Rs. 10A each

Issued, Subscribed and Paid-up

50070 Equity Shares of Rs. 1CV- each fully

Paid-up in cash

As at As at

31.12.2003 31.03.2003

Rs. Rs.

10,000,000 10,000,000

500,700 500,700

SCHEDULES FORMING PART OF BALANCE SHEET (Contd.)

As at As at

31.12.2003 31.03.2003

Rs. Rs.

SCHEDULE - 3 CASH A BANK BALANCES

Cash in Hand - -

(As certified by the Management)

Balance with Scheduled Bank on

Current Account

1,448

1,448

1,448

1,448

SCHEDULE - 4 NOTES FORMING PART OF ACCOUNTS

1. Significant Accounting Policies

i) The Financial Statements are based on accrual system of accounting and inaccordance with the applicable accounting standards specified under sub section(3C) of Section 211 of the Companies Act, 1956. The Financial statements areprepared under the historical cost convention.

ii) Rxed Assets are valued at their cost of acquisition including appropriate incidentalexpenses.

iii) Depreciation is provided on the Wntten Down Value method at the rates prescribedand in accordance with Schedule XIV to the Companies Act, 1956.

iv) Preliminary Expenses have been written oft proportionately in the accounts over aperiod of 10 years.

2. The Company has mjtcraro^ any rent ta Want ami Machinery given on hire to its holdingcompany in consideration of finances arranged by the holding company for acquisition ofPlant and Machinery.

3. In accordance with Accounting Standard 22 'Accounting for Taxes on Income" issued bythe Institute of Chartered Accountants of India, the Company has not accounted fordeferred tax. The Company has significant amount of carried forward losses under IncomeTax Act. However, as a matter of prudence, deferred tax assets has not been recognisedin view of uncertainty in estimating future profits.

4. Out of the total paid up equity share capital of 50,070, 50,010 equity shares are held byAssam Company United and its fellow subsidiary.

5. The Accounts of the Company have been drawn tor the period from April 01, 2003 toDecemberSI, 2003, and hence, figures of the period are not strictly comparable with thoseof previous year.

6. Figures have been rounded off to nearest rupees.

Signatures to Schedules 1 to 4

Place: KolkataDate : 22nd day of April, 2004


S. K. KhaitanP. S. Ghosal

Directors


SCHEDULE-2 FIXED ASSETS

Items

Plant and Machinery

Total

Previous year

ORIGINAL COST

OpwiInQBalance

—

—

—

Additionfor the period

10,93,467

10,93,467

—

Deletionf — **-_ • — •rer ne penoa

—

—

—

Balance

10,93,467

10,93,467

—

DEPRECIATION

Opening

—

—

—

CurrentAddition

for the period

72,681.61

72,681.61

—

DWmlonjju MVA •———«—-«for ww pvnoQ

———

Ctoelng

72,661.61

72,681.61

—

W.D.V.

ClOMflQW.D.V.

10,20,766

10,20,786

—

55




Registration No. | o | o | 4 | 4 | 8 | 6 | State Code : | 0 | 2 |

Balance Sheet Date | 3 | 1 | | 1 | 2 | | 0 |3 |

Date Month Year



N I L N I L

Bonus Issue Private Placement

N I L

III. Position of Mobilisation and Deployment of Funds., (Amount in Rs Thousands)

Total Liabilities Total Assets

1 5 9 7

Sources of Funds

Paid up Capital

I I' I I I I | S | 0 | 1 |

Secured Loans

Reserves & Surplus

I I I I iNhTTIUnsecured Loans

I ! I I 1| 0 | 9 | 6 |

Investments

Msc. Expenditure

IV. Performance of Company (Amount in Rs. Thousands)



Net Fixed Assets

I I I I I H | 0 | 2 | 1 |Net Current Assets

I I I I I I | 4 | 3 | 3 |Accumulated Losses

I Ml 3l 5|

N I L

+ - Profit/(Loss) BeforeTax

CD I I I I I I 9 0

Earning Per Share in Rs.

I I I I I I i N l A l

- Profit/(Loss) After Tax

Oivid'end (

V. Generic Names of three Principal Products/Services of the Company(as per monetary terms)

Item Code No (ITC Code) I I T

Production Description I N A

KolkataDate : 22nd April, 2004


S. KhaitanP. S. Ghosal

Directors

56

ASSAM AGRO HI-TECH LIMITED

DIRECTORS' REPORTYour Directors have pleasure in submitting their Eleventh Report for the nine months periodended 31st December, 2003 together with the Audited Accounts (or the said period.THE COMPANYIn view of present economic scenario no tangible steps could be taken for any fruitfulactivity. However, your Directors are looking for new avenues for the Company. Due toconstant endeavor of your Directors, during the period under review, the Company hasearned a nominal profit of Rs. 2,70,435/- against the loss of the previous year (12 months)amounting to Rs. 35,3257- which after adjustment against last year's carriedforward loss of Rs. 22,61,641/- makes the loss to Rs. 20,13,206/- which hasbeen carried forward to the balance sheet.FINANCIAL YEARIn order to coincide the financial year of the Company with the financial year of the HoldingCompany, the financial year of the Company has been changed from April to March eachyear to January to December each year and in order to give effect to this the accounts ofthe current year is made up of 9 (nine) months period ended 31 st December, 2003.DIRECTORSMr. P. S. Ghosal, Director retires by rotation and being eligible, offers himself forre-appointment.DIRECTORS' RESPONSIBILITY STATEMENTPursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, withrespect to Directors' Responsibility Statement, it is hereby confirmed :i) that in the preparation of the annual accounts for the period ended 31 st December,

2003, the applicable accounting standards had been followed along with properexplanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theperiod and of the profit or loss of the Company for the period under review;

iii) that the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;

iv) that the directors had prepared the accounts for the period ended 31 st December,2003 on a 'going concern' basis.

COMPLIANCE CERTIFICATECompliance certificate issued by Mr. Pradip M. Domadia, Company Secretaries interms of the provisions of Section 383A of the Companies Act, 1956 is attached and formspart of this report.PARTICULARS OF EMPLOYEESThe Company had no employees during the period under review.THE COMPANIES (DISCLOSURE OF PARTICULARS INTHE REPORT OF BOARD OFDIRECTORS) RULES, 1988The particulars of conservation of energy, technology absorption etc., are not applicableto the Company.AUDITORSM/s. Dhandhania & Associates, Chartered Accountants, retire at the forthcoming AnnualGeneral Meeting and are eligible tor re-appointment.

On Behalf of the BoardP. S Ghosal

Place : Kolkata S. KhaitanDate : 22nd April, 2004 Directors

AUDITORS' REPORTTO THE MEMBERS OFASSAM AGRO HI-TECH LIMITED

1 We have audited the attached Balance Sheet of Assam Agro Hi-Tech Limited as at31 st December, 2003 and the Profit & Loss Account for the year ended on that dateannexed thereto. These financial statements are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on these financial statementsbased on our audit.

2 We conducted our audit in accordance with auditing standards generally accepted inIndia.Those Standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement.An audit includes examining, on a test basis, evidence supporting the amounts anddisclosures in the financial statement. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluatingthe overall financial statement presentation. We believe that our audit provides areasonable basis for our opinion.

3 We report as under:

3.1 We have obtained all the information and explanations which to the best ofour knowledge and belief were necessary for the purposes of our audit.

3.2 The Balance Sheet and the Profit & Loss Account dealt with by this report arein agreement with the books of account.

3.3 On the basis of written representations received from the Directors as on 31 stDecember, 2003 and taken on record by the Board of Directors, we report thatnone of the Director is disqualified as on 31st December, 2003 from beingappointed as a director in term of clause (g) of sub-section (1) of Section 274of the Companies Act, 1956.

3.4

3.5

3.6

In our opinion, proper books of account, as required by the law have beenkept by the Company so far as appears from our examination of these books.

In our opinion, the Profit & Loss Account and the Balance Sheet of the Companyhave complied with the specified accounting standards referred to in sub-section(3C) of Section 211 of the Companies Act, 1956.

In our opinion and to the best of our information and according to theexplanations given to us, the said accounts give the information required bythe Companies Act, 1956 in the manner so required and give a true andfair view in conformity with the accounting principles generally acceptedin India :

a) in the case of Balance Sheet of the state of affairs of the Company as at31st December, 2003, and

b) in the case of Profit & Loss Account of the profit of the Company for theYear ended on that date.

As required by the Manufacturing and Other Companies (Auditors' Report) Order,1988 issued by the Company Law Board in terms of Section 227 (4A) of the CompaniesAct, 1956 and on the basis of such checks as we considered appropriate and accordingto the information and explanations given to us, we report that:

i) The Company does not have any Fixed Assets and hence, paragraphs 4A (i) and(ii) of the Order are not applicable.

The Company has taken interest free unsecured loans from a company listed inthe register maintained under Section 301 of the Companies Act, 1956. The termsand conditions of which are prima facie not prejudicial to interest of the company.

In respect of interest free unsecured loan granted to Assam Company Limited,the holding company, there is no stipulation as to repayment

The Company has not accepted any deposits from the public.

The Company does not have any formal internal audit system.

There are no undisputed amounts payable in respect of Income Tax, Wealth Tax,Sales Tax, Custom Duty and Excise Duty as on 31st December, 2003 whichwere due for more than six months from the date they became payable.

vii) According to the information and explanations given to us, no personal expenseshave been charged to Revenue Account.

viii) Other paragraphs of the Order are not applicable to the Company.

ii)

iii)

iv)

vi)

Place : KolkataDate : 22nd April, 2004


Karuna DhandhaniaPartner

BALANCE SHEET AS AT 31 ST DECEMBER, 2003Schedule As at

31.12.2003

SOURCES OF FUNDSShareholders' Funds:Share Capital 1Loan FundsUnsecured Loans from Bodies corporate

Total

APPLICATION OF FUNDSInvestments 2

Current Assets, Loans and Advances

Cash and Bank Balances 3Loans & Advances 4

Rs. Rs.

3,000,490

791,350

3,791,840

156,700

Rs.

As at31.03.2003

Rs.

3,000,490

791,350

3.791.840

1,700

Less: Current Liabilities & Provisions

Net Current Assets

Miscellaneous Expenditure(to the extent not written off or adjusted)

Preliminary Expenses


Total 'Notes

Per our report of even date attached

For DHANDHANIA & ASSOCIATESChartered AccountantsKaruna DhandhaniaPartnerKolkataDate : 22nd April, 2004

271,1311,366,308

1,637,439

29,005

4,3661,509,898

1,514,264

3,765

1,608,434

13,5002,013,206

3,791,840

1,510,499

18,0002,261,641

3,791,840


S. KhaitanP S. Ghosal

Directors

57

ASSAM AGRO HI-TECH LIMITED

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDEDYear ended Year ended31.12.2003 31.03.2003

Rs. Rs.INCOME

Consultancy Fee (Gross) (Tax deducted Rs. 14410/-)Loss Carried down

Balance brought forwardProvision for TaxationLoss brought down

EXPENDITUREAudit Fees (including service tax)Filling FeesBank ChargesDirectors' feesInvestments W/OtfPreliminary ExpensesProfit carried down

•Notes Schedule "6"Per our Report of even date attached


2,81,175

2,81,175

22,61,64122,000

22,83,641

3,2403,000

4,5002,70,435

2,81,175

35,325

35,325

2,226,316

35,325

2,261,641

3,24025,000

135750200

6,000

35,325

On behalf of the BoardKaruna DhandhaniaPartner


P.S. Khaitan

S. GhoshalDirectors

SCHEDULES FORMING PART OF THE BALANCE SHEET

SCHEDULE -1 SHARE CAPITAL

Authorised5000,000 Equity Shares of Rs. 10/- each

Issued10,00,000 Equity Shares of Rs. 10V- each fully paid up

Subscribed and Paid-Up70 Equity Shares of Rs. 1QY- each fully paid-up in cash

9,99,930 Equity Shares of Rs 10/- each Rs. 3/- Per Sharecalled and paid up In cash

SCHEDULE - 2 INVESTMENTS - (ALL LONG TERM)(Other than Trade -unquoted)Srrartnet Cornrmnication Private United

(50 Equity Shares of Rs. 10Y- each fully paid up)

Assam Estates United(120 Equity Shares of Rs. 10/- each fully paid up)

Lord Inchcape Financial Services Ltd.(1550000 Equity Shares of Rs. 10/- each fully paid up)

As at31.12.2003

Rs.

50,000,000

10,000,000

700

2,999,790

3,000,490

500

1,200

155,000

156,700

As at31.03.2003

Rs.

50,000,000

10,000,000

700

2,999,790

3,000,490

500

1,200

—

1,700

SCHEDULE - 3 CASH & BANK BALANCESCash in HandBalance with Scheduled Banks

On Current Accounts

SCHEDULE - 4 LOANS & ADVANCESLoans to a Body Corporate(Unsecured considered good)

Income Tax recoverable

SCHEDULE - 5 CURRENT LIABILITIES & PROVISIONSSundry CreditorsProvision for Taxation

271,131 4,366

271,131

1,351,898

14,410

1.366,308

7,00522,000

29,005

4,366

1,509,898

1,509,898

3,765

3,765

SCHEDULE-6 NOreSFOBMNGRURT OF ACCOUNTS1 Sgiforttaxx/tngRdiaes

i) The Financial Statements are based on accrual system of accounting and inaccordance with the applicable accounting standards specified under sub section

(3C) of Section 211 of the Companies Act, 1956. The Financial statements areprepared under the historical cost convention,

ii) Investments being Long Term are carried at cost,iii) Preliminary Expenses have been written off proportionately in the accounts over

a period of 10 years.2. In accordance with Accounting Standard 22 "Accounting for Taxes on Income" issued

by the Institute of Chartered Accountants of India, the Company has not accounted fordeferred tax. The Company has significant amount of carried forward losses underIncome Tax Act. However, as a matter of prudence, deferred tax assets has not beenrecognised in view of uncertainty in estimating future profits.

3. Paid up equity share capital of 10,00,000 equity snares are held by Assam CompanyLimited and its nominees.

4. The provision for Taxation for the financial year 31st December, 2003 has beenproportionately made on the basis of likely book profit under Section 115 JB of theIncome Tax Act, 1961 for the Assessment year 2004-05.

5. The Accounts of the Company have been drawn for the period from April 01,2003 toDecember 31,2003, and hence, figures of the period are not strictly comparable withthose of previous year.

6. Figures have been rounded off to nearest rupees.On behalf of the Board

Signatures to Schedules 1 to 6.S. Khaitan

Place : Kolkata P. S. GhosalDate : 22nd April, 2004 Directors



Registration No. | o | s | 5 | 9 | 8 | 8 | State Code : \2 \ 1

Balance Sheet Date | 3 | 1 | | 1 |2 | [ 0 |3 |

Date Month Year



N I L

Bonus Issue Private Placement

I^M^ N I L

III. Position of Mobilisation and Deployment of Funds., (Amount in Rs. Thousands)

Total Assets

| 3 | 7 | 9 | 2 | 3 l 7 | 9 | 2 |

Sources of Funds

Paid up Capital Reserves & Surplus

l a l o l o l i l N I L

Secured Loans Unsecured Loans


Net Fixed Assets Investments

Net Current Assets Msc. Expenditure

1 4

Accumulated Losses

I a | o h l 3 |IV. Performance of Company (Amount in Rs. Thousands)


+ - Pro(it/(Loss) BeforeTax

ED i i i i l a i

I I 1 I I IT+ - Pro(itf(Loss) After Tax

1 1

Earning Per Share in Rs.

I I I I I INTTTT1Dividend (%)

LZQ. V. Generic Names of three Principal Products/Services of Company

(as per monetary terms)

Item Code No (ITC Code) |N |0 [ T| [ A| P| P|~

Production Description I I I I I i I I



S. KhaitanP. S. Ghoshal

Directors

58


AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF ASSAM COMPANYLIMITED

1. We have audited the attached consolidated Balance Sheetof ASSAM COMPANY LIMITED and its Subsidiaries as at31st December, 2003 and also the consolidated Profit andLoss Account and the consolidated Cash Flow Statement forthe nine months period ended on that date annexed thereto.These financial statements are the responsibility of theCompany's management. Our responsibility is to express anopinion on these financial statements based on our audit.

2. We conducted our audit in accordance with generallyaccepted auditing standards in India. These Standardsrequire that we plan and perform the audit to obtain reasonableassurance whether the financial statements are prepared, inall material respects, in accordance with an identified financialreporting framework and are free of material misstatements.An audit includes, examining on a test basis, evidencesupporting the amounts and disclosures in the financialstatements. An audit also includes assessing the accountingprinciples used and significant estimates made bymanagement, as well as evaluating the overall financialstatements. We believe that our audit provides a reasonablebasis for our opinion.

3. We did not audit the financial statements of subsidiarieswhose financial statements reflect total assets ofRs. 19,03,20,040 as at 31st December, 2003, total revenuesof Rs. 3,03,12,661 and net cash flows of Rs. 54,722 for theperiod then ended on that date as considered in theconsolidated financial statements. These financialstatements of the subsidiaries have been audited by otherauditors whose reports have been furnished to us, and ouropinion, insofar as it relates to the amounts included inrespect of the subsidiariesls based solely on the report of theother auditors.

4. We report that the consolidated financial statements havebeen prepared by the Company in accordance with therequirements of Accounting Standard (AS) 21, "ConsolidatedFinancial Statements", issued by the Institute of CharteredAccountants of India and on the basis of the separate auditedfinancial statements of ASSAM COMPANY LIMITED and itssubsidiaries included in the consolidated financialstatements.

5. We further report that:

a) We are unable to comment on the extent of recoverabilityof debtors, to the extent indicated in Note No. 15 on

Schedule 12 to the accounts.

b) In the absence of separate evaluation by an actuary, weare unable to comment if there is any shortfall in thecorpus of certain of its employees pension and gratuityfunds as at 31st December, 2003 (refer Note No 17 onSchedule 12 to the accounts).

c) Gratuity and leave encashment in respect of a subsidiaryare accounted for as and when paid with consequentialimpact on the consolidated profit for the period ended31 st December, 2003 and on the consolidated net assetposition as at that date which have not been ascertained.

The aggregate impact of our observations in paragraphs5 above on the consolidated profit for the period ended31 st December, 2003 and on the consolidated net assetposition as at that date has not been ascertained.

6. On the basis of the information and explanations given to usand on the consideration of the separate audit reports onindividual audited financial statements of ASSAM COMPANYLIMITED and its aforesaid subsidiaries, we are of the opinionthat subject to our remarks in paragraph 5 above, theconsolidated financial statements give a true and fair view inconformity with the accounting principles generally acceptedin India :

a) in the case of the consolidated balance sheet, of theconsolidated state of affairs of Assam Company Limitedand its subsidiaries as at 31st December, 2003;

b) in the case of the consolidated profit and lossAccount, of the consolidated proft of Assam CompanyLimited and its subsidiaries for the period ended onthat date and

c) in the case of the consolidated cash flow statement, ofthe consolidated cash flows of Assam CompanyLimited and its usbsidiaries for the period ended onthat date.

KolkataDated : 30 August, 2004



Membership No. 52340

59


NOTES ON ACCOUNTS 12

CONSOLIDATED BALANCE

SOURCES OF FUNDSShareholders' Funds

(a) Share Capital


(c) Reserves & Surplus

Loan Funds

(a) Secured

(b) Unsecured

Deferred tax Liability

TOTAL

APPLICATION OF FUNDS

Fixed Assets(a) Gross Block(b) Less : Depreciation

(c) Net Block(d) Capital Work-in-Progress,

Investments

Current Assets, Loans & Advances

(a) Inventories(b) Sundry Debtors(c) Cash & Bank Balances(d) Interest Receivable(e) Loans & Advances

Less : Current Liabilities & Provisions(a) Current Liabilities(b) Provisions

Net Current Assets

Minority InterestOpening BalanceAdditions during the yearDeferred Revenue Expenditure to theextent not written off or Adjusted

TOTAL

SHEET AS AT 31 ST DECEMBER, 2003

31st December,2Q03

Schedule (Rupees)

1 223,565,020

924,840

2 2,034,894,500

2,259,384,360

3

1,550,667,186

8,115,330

34,504,285

3,852,671,161

44,647,283,3561 ,272,296,560

3,374,986,79622,384,675

3,397,371,471

5 1 ,886,089

6

156,072,654494,459,399

19,788,677700,064

141,842,653

812,863,447

7299,183,628

54,098,436

353,282,064

459,581,383

(5,941,574)(226,208) (6,167,782)

11 —

3,852,671,161

31st March,2003

(Rupees)

223,565,020

924,840

2,018,995,232

2,243,485,092

1,472,414,044

10,800,568

34,996,408

3,761,696,112

4,596,951,1021,216,861,150

3,380,089,95215,934,623

3,396,024,575

1,629,755

118,030,033403,677,184

20,114,2603,809,159

161,708,733

707,339,369

283,513,89453,880,929

337,394,823

369,944,546

(5,941,574)

38,810

3,761,696,112

The Schedules referred to above form an integral part of the Balance Sheet.

This is the Consolidated Balance Sheet referred to in our Report of even date.

Place: Kolkata,Date : 30th August, 2004



On behalf of the Board of DirectorsA. K. Jajodia - Sr. Managing Director

K. N. Nowrojee - Director -EstatesS. Bhuwalka


Pintu Kr. Aqarwalla•/rectors

60


CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE 9 MONTHS ENDED SIST DECEMBER, 2003

Schedule

INCOMESalesLess : Excise Duty

Other Income

EXPENDITUREExpenses(Increase)/Decrease in StockDepreciationLess : Transfer from

Revaluation ReserveInterest (Net) [Refer Note 9 of Schedule 12]

9 Months ended31st December, 2003

(Rupees)

1,016,117,42810,511,822

910

55,897,927

21,456,932

PROFIT BEFORE TAXATION AND DIMINUTIONIN VALUE OF CERTAIN INVESTMENTS & PRIOR PERIOD EXPENSES

PROVISION FOR TAXATION[Current Tax [including Rs. 71653/- (Previous Year - Nil)in respect of earlier years]Deferred Tax

PROFIT AFTER TAXATION BUT BEFORE DIMINUTIONIN VALUE OF CERTAIN INVESTMENTS & PRIOR PERIOD EXPENSES

Provision for diminution in value of certain InvestmentsPrior Period Expenses

PROFIT AFTER TAXATION AND DIMINUTIONIN VALUE OF CERTAIN INVESTMENTS & PRIOR PERIOD EXPENSES

Transfer from:Development Allowance Reserve

Balance brought forward from previous yearAddition on amalgamation

AVAILABLE FOR APPROPRIATION

APPROPRIATIONSTransfer to Debenture Redemption ReserveMinority InterestBalance carried forward

Basic and Diluted Earnings per share(Equity shares nominal value of Rs. 107- each)(Refer note no. 21 on Schedule 12)

1,005,605,606

16,910,245

1,022,515,85T

860,638,426(58,270,934)

34,440,995147,228,728

984,037,215

38,478,636

1,675,653(1,176,619)

37,979,602(1,895,920)

2,258,839

37,616,683

37,616,683218,571,761

256,188,444

9,791,666226,208

246,170,570

256,188,444

1.68

NOTES ON ACCOUNTS 12

15 Months ended31st March, 2003

(Rupees)

1,371,467,10014,199,153

1,357,267,947

31,642,729

1,388,910,676

1,002,198,146135,378,096

60,118,815183,185,995

1,380,881,052

8,029,624

1,132,000(1,704,198)

8,601,822(50,089,470)

58,691,292

234,00058,925,292

252,840,577(83,124,441)

228,641,428

9,791,666278,001

218,571,761

228,641,428

2.62

The Schedules referred to above form an integral part of the Profit & Loss Account.This is the Consolidated Profit & Loss Account referred to in our Report of even date.





K. N. Nowrojee - Director-EstatesS. Bhuwalka


Pintu Kr. AgarwallaDirectors

61



SCHEDULE: 1 -SHARE CAPITAL

Authorised

(a) 25000000 Equity Shares of Rs. 107-each(b) 1000000 Non Cumulative Redeemable Preference

Shares of Rs. 10O/- each(c) 1000000 Cumulative Redeemable

Preference Shares of Rs. 10O/- each(d) 1000000 Cumulative Redeemable Convertible

Preference Shares of Rs. 100/- each

(e) 5000000 Un-classified Shares of Rs. 10/- each

31st December,2003

(Rupees)

250,000,000

100,000,000*

100,000,000

50,000,000

500,000,000

*Altered as per order of Honourable High Court of Guwahati Dated 1 st September, 2003'

(a) Issued and Subscribed

22356502 (31.03.2003 - 22396502) Equity Shares ofRs. 10/- each fully paid up 223,565,020

Less : Adjustments on Amalgamation —

223,565,020

Notes:

31st March,2003

(Rupees)

250,000,000

100,000,000

100,000,000

50,000,000

500,000,000

223,965,020

(400,000)

223,565,020

1. Out of the Subscribed Capital 25,90,000 Equity Shares of Rs. 10/- each have been allotted as fully paid up pursuant toa Scheme of Arrangement for Amalgamation without payment being received in cash.

2. Of the above Subscribed Capital, 1,05,00,000 Equity Shares of Rs. 10/- each have been allotted as fully paid up BonusShares by Capitalisation of General Reserve.


5024 Equity Shares of Rs.10/- eachfully paid up

8746 15% Non Cumulative Redeemable PreferenceShares of Rs. 10O/- each fully paid up

50,240

874,600

50,240

874,600

924,840 924,840

Note : The above shares have been allotted pursuant to a scheme of amalgamation subsequent to the period ended on9th January, 2004

62



SCHEDULE : 2 - RESERVES AND SURPLUS

Capital Reserve (Reserve onAmalgamation)

Capital ReserveRevaluation ReserveShare Premium

General ReserveDebenture Redemption Reserve


As at31.03.2003

(Rupees)

15,037,398

113.681,9791 ,098,306,806

261,895,060291,918,896

19,583,332

1,800,423,471

218,571,761

Addition(Rupees)

—

————

9,791,666

9,791,666

-

Deduction(Rupees)

—

—21,491,207*

—

—

—

21,491,207

As at31.12.2003

(Rupees)

15,037,398

113,681,979

1,076,815,599

261,895,060291,918,896

29,374,998

1,788,723,930

246,170,570

2,018,995,232 2,034,894,500

Notes: Capital Reserve includes Rs. 47,53,152 being 26% of the profit for the year ended 31 st December, 1977 of theSterling Companies, the Indian undertakings of which were amalgamated with this Company.

* Includes deduction of Rs.34,275/- on account of sale of assets.

31st December,2003

(Rupees)

31st March,2003

(Rupees)SCHEDULE : 3 - LOAN FUNDS

SECUREDLOANS

Debentures:

1500000 -14.5% Secured Redeemable Non ConvertibleDebentures of Rs. 10O/- each (Redeemable at par in three equal annualinstalments commencing from 21st December, 2004)[including interest accrued and due Rs. 2,31,23,0007-(31.03.2003 - Rs. 1,00,34,000)

The above Debentures have been privately placed withUnit Trust of India and are secured by creatingin favour of the Debenture Trustees by equitablemortgage and hypothecation of all the Company'simmovable properties both present and futurerelating to Company's all tea estates situated in Assamand all the movable properties both present and future[save and except book debts] subject to the prior chargescreated and/ or to be created in favour of the Company'sbankers, NABARD, Term Lenders etc. on stock of rawmaterials, finished and semi finished goods, consumablestores and other movables as may be permitted for securingborrowings for working capital requirement and chargescreated on specified movables required and/or required outof NABARD Term Loan.

173,123,000 160,034,000

63



SCHEDULE: 3- LOAN FUNDS (Continued)

Loan from IDBITerm LoansFunded Interest on Term LoanInterest Accrued & due on the above

31st December,2003

(Rupees)

362,918,91649,934,08413,514,000

426,367,000

(Secured by first charge by equitable mortgage created of immovableproperties including plant & machinery etc. situated at the tea estatesranking paripassu inter sethe Debenture Trustees/DebentureHolders and the Banks for all term loans ranking pari-passu inter sesave and except book debts).

From BanksWorking Capital Loan including Cash Credit*[including interest accrued and due Rs.4,59,0317-(31.03.2003 -Rs.4,26,533/-)]

Term Loans(The above loans are Secured by equitablemortgage created of immovable properties includingplant & machinery etc. situated at the tea estatesranking paripassu inter sethe Debenture Trustees 7Debenture Holders, NABARD and IDBI and also afirst charge over the movable assets, other thanspecified movables, ranking paripassu inter se)[including interest accrued and due Rs.46,63,1537-(31.03.2003-Rs. 59,79,0797-)]Term Loans under NABARD Refinance Scheme(Secured by exclusive first charge created over specifiedmovables, a second charge created over the movableassets hypothecated to the Consortium Bankers andEquitable Mortgage created of immovable propertiessituated at specified tea estates ranking paripassu withthe Consortium Bankers and Debenture Trustees 7 DebentureHolders) [including interest accrued and due Rs.8,09,024/-,(31.03.2003- Rs.17,78,1057-)]Short Term Loan from Bank of Rajasthan(Secured by equitable mortgage of flat No. 5A & 5B at28 New Alipore, Kolkata)'Includes FCNR Loans Rs. 11,78,58,0007- (31.03.2003- Rs. 27,36,55,000)and interest accrued and due thereon Rs. 4,59,0317-(31.03.2003-Rs.4,26,533/-)

UNSECUREDLoans from Corporate BodiesOther Loans

— From Govt of Assam under subsidisedLabour Plantations scheme

641,375,818

265,168,460

34,526,744

10,106,164

1,550,667,186

8,115,330

8,115,330

31st March,2003

(Rupees)

367,500,000

27,027,000

394,527,000

630,647,466

237,059,156

50,146,422

1,472,414,044

10,794,350

6,218

10,800,568

64


SCHEDULE - 4

FIXED ASSETS

Classificationof Assets

Land & Development

Building

Plant* Machinery

Vehicles

Furniture

TOTAL

Previous Year

COST/VALUATION

Asat Addffions Sales/ Total as atMarch duringthe Discard during 31st December2003 period theperiod 2003Rs. Rs. Rs. Rs.

2575995818 39072141 — 2615067959

1030528145 1500107 — 1032028252

829638122 10197125 342238 839493009

146198054 10000 164628 146043426

14590963 59747 — 14650710

459651102 50839120 506866 4647283356

4585042386 242576135 230667419 4596951102

DEPRECIATION

Asat Additions On Revaluation Sale/Discard Total as at31st March during duringthe duringthe 31stDecember,

2003 theperiod period period 2003Rs. Rs. Rs. Rs. Rs.

452992056 9226467 14723486 — 476942009

631403176 20488263 6271593 303026 657860006

120871377 4293338 460782 159491 125466006

11594541 432927 1071 — 12028539

1216861150 34440995 21456932 462517 1272296560

1139740252 60118815 40328272 23326189 1216861150

NET BLOCK

NetBookValue Net Bookas on 31st Value as on

December, 2003 31st March, 2003Rs. Rs

2615067959 2575995818

555086243 577536089

181633003 198234946

20577420 . 25326677

2622171 2996422

3374986796 3380089952

3380089952 —

a>Notes : 1. Land & Development include Plantations and some leasehold lands the amount of which is not ascertainable.

2. The Government of Assam had taken possession of some undeveloped land under the Assam Fixation of Ceiling of Land Holdings Act, 1956 measuringapproximately 3659.18 hectares, the compensation for which is accounted for as and when received. The Company is hopeful of getting back someceiling surplus land for which Review Petitions have been filed under Section 7(6) of the Act, for correction of the statements prepared by the Revenuedepartment which are pending disposal.

3. Buildings include Leasehold Building, Cost - Rs. 53189591/- (31.03.2003 - Rs. 5,31,24,917/-), Depreciation Rs. 2,03,24,3057- (31.03.2003 : Rs.1,90,45,7997-).

4. Vehicles include assets acquired on hire purchase- Rs. 1,31,87,6447- (31.03.2003 - Rs. 1,31,87,6447-).

5. Assets acquired on amalgamation are yet to be transferred in the name of the Company.5/3C/3

no

r

NN

H

O



SCHEDULE : 5 - INVESTMENTS - AT COST (LONG TERM)

A. Other than Trade - Unquoted (Fully Paid)

20000 Equity Shares of Rs. 10/- each in Assam Bengal Cereals Ltd.

5% Non Redeemable Debentures of East India Clinic Ltd.

12428 Units US 64 Bonds of 100/- each in Unit Trust of India(31.03.2003 -119290 Units of Rs. 107- each in Unit Trust of India) #(Repurchase Price: Rs. 13,12,397/--31.03.2003- Rs. 6,63,252/-)

B. Other than Trade-Quoted**(Fully paid unless otherwise stated)

C. Trade-Unquoted***

31st December,2003

(Rupees)

200,000

24,500

1,242,800

1,467,300

262,089

31st March,2003

(Rupees)

200,000

24,500

1,742,189

1,966,689

354,935

(Fully paid) 156,700

Less : Provision for diminution in value of Certain Investments1,886,089

1,886,089

Particulars

Bells Control Ltd.Great Eastern Shipping Ltd.GESCO Corporation Ltd.GNFC Ltd.Grasim Industries Ltd.Hindustan Motors Ltd.UTI Master ShareTata Chemicals Ltd.Tata Iron & Steel Company LimitedTata Iron & Steel Co. Ltd. (SPN)Shipping Corporation of India Ltd.Tezpore Tea Ltd.George Williamsons (Assam) LimitedReliance Industries Ltd.Wforld Link Finance LimitedTata Tea Ltd.Kerala Chemicals Ltd.Marnite PolycastMarvin Drug ProductsNicco UCO Alliance Credit Ltd.Brindaban GardensMeri Gold SecuritiesHindustan Oil ExplorationJaiprakash IndustriesPPL Net Pro LimitedState Bank of Bikaner & Jaipur

Description

EquityEquityEquityEquityEquityEquityEquityEquityEquityBond

EquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquityEquity

Numberas on

31.12.03

—91115050

155116

410218

100100100268

—112

———

36000——

100118

—185

Numberas on

31.03.03

1088891115050

15511634

11218

100100100338

295000112100

69004100

3600010000037300

100118

50000185

FaceValue

Rs.

101010101010101010

150101010101010101010101010101010

100

Cost as on31.12.03

Rs.

—1020

—1415

1655012323050247

11424—

5220100006095

37708—

21280———

46800——

15501003

—97495

262089

1,716,265

4,037,889

2,408,134

1,629,755

Cost as on31.03.03

Rs.

785961,020

—1,415

16,5501,2323,0502,103

12,544—

5,22010,0006,095

47,557—

21,2801,425

——

46,800——

15501,003

—

97,495

3,54,935

66


SCHEDULES FORMING PART OF THE ACCOUNTSSCHEDULE : 5 - INVESTMENTS - AT COST (LONG TERM) (Contd.)

Particulars Description Numberas on

31.12.03

Numberas on

31.03.03

FaceValue

Rs.

Cost as on31.12.03

(Rs.)

Cost as on31.03.03

(Rs.)

*** Trade - Unquoted

Smart net Communications Pvt. Ltd.

ETI Travels & Technologies (P) Ltd.

[Duncan Macneill Telecom Ltd.

E First Solutions (P) Ltd.

Assam Estates Ltd.

Decorous Invest & Trading Co. Ltd.

Dune Leasing & Finance Ltd.

Duncan Mac. Const. & Dev. Ltd.

Duncan Mac. Mines & Granites

HyperWorld Cybertech Ltd.

Jeewan Commercial Ltd.

Lord Inchcape Financial Services Ltd.

Lord Inchcape Financial Services Ltd.

P.R. Holdings Ltd.

Pashupatinath Holdings Pvt. Ltd.

Socialist Labour Publication Pvt. Ltd.

Swagatam Trading Services

William Jacks Pvt. Ltd.

Eastwest Properties Pvt. Ltd.

Wlliam Jacks Engg. Projects Pvt. Ltd.

Equity

Equity

Equity

Equity

Equity

Equity

Equity

Equity

Equity

Equity

Equity

Equity

Preference

Equity

Preference

Preference

Equity

Equity

Equity

Equity

50

120

1200000

350000

10740000

1049500

25280

27300

197550

96000

205000

58415

24000

1200000

350000

48000

39800

19900

12000

5000

4990

5000

10

10

10

1

10

20

20

10

10

10

10

10

100

10

100

100

20

10

10

10

500

1200

120000

35000

156700

557

40000

5

310790

251280

8750

50176

24100

20500

29208

12000

600000

175000

12000

9950

9950

12100

50000

49,900

.50,000

1716265

*15% Non Cumulative Preference shares

@ 18% Cumulative Redeemable Preference shares

Aggregate market value-of quoted investments Rs. 5,08,0067- (31.03.2003 - Rs. 3,54,935/-)

Aggregate amount of unquoted investments Rs. 23,81,205/- (31.03.2003- Rs. 36,82,954/-)

#119290 Units of Rs. 10/- each under US 64 Scheme of Unit Trust of India have been converted to 12428 US 64 Bonds of Rs. 10O/- each of Unit

Trust of India during the period.

67



SCHEDULE: 6 - CURRENT ASSETS, LOANS & ADVANCES

(a) Inventories

Stores & Spare PartsStock of Teas

(b) Sundry Debtors (Unsecured)

Debts Outstanding for a periodexceeding six months

Considered Good

Other Debts:Considered Good

(c) Cash & Bank BalancesCash and cheques in hand

Short Term Deposit

Remittance in Transit

With Scheduled Banks:

On Escrow Account

On Current Account

Margin Money Deposit

On Unpaid Dividend Account

(d) Interest Receivable on

Deposits, Tax Refunds and debentures

(e) Loans & Advances

[Unsecured and considered goodunless otherwise stated]

Advances recoverable in cash or in kind orfor value to be received

InterCorporate Deposits

Deposit with NABARD

Deposit with Customs, Port Trust etc.

31st December,2003

(Rupees)

32,146,344123,926,310

156,072,654

174,983,660

319,475,739

494,459,399

973,664

2,500,000

158,859

6,892,166

8,523,287

740,701

19,788,677

700,064

141,576,833

250,000

15,820

141,842,653

31st March,2003

(Rupees)

52,374,65765,655,376

118,030,033

275,108,193

128,568,991

403,677,184

730,775

1,981,000

158,859

8,250,042

8,171,659

821,925

20,114,260

3,809,159

160,942,913

500,000

250,000

15,820

161,708,733

68



31st December,2003

(Rupees)

31st March,2003

(Rupees)

SCHEDULE : 7 - CURRENT LIABILITIES & PROVISIONS

(a) Current Liabilities

Acceptances

Sundry Creditors

Unclaimed Dividend

Unclaimed Matured Deposits

(b) Provisions

Taxation less Advance Payments

24,894,075

273,435,747

737,806

116,000

299,183,628

54,098,436

54,098,436

14,596,058267,917,806

819,030

181,000

283,513,894

53,880,929

53,880,929

SCHEDULE: 8- OTHER INCOME

Replanting Subsidy

Sale of Tea Waste

Other Interest [including on coupon swap Rs. 15,20,0007-

(31.03.2003 - Rs. Nil)]

Customs Duty Refund (including interest Rs. Nil,

31.03.03 - Rs.30,93,795/-)

Miscellaneous Receipts

Income from Investments other than trade

Gain on Exchange (net)

Profit on Sale of Investments (net)

Profit on discard/sale of Fixed Assets (net)

Liabilities no longer required written back

Premium on Sale of Rep. Licence


(Rupees)

218,244

879,761

1,618,141

5,484,787

26,172

(2,614,727)

69,191

744,628

10,484,048

16,910,245

15 months ended,31st March, 2003

(Rupees)

2,243,769

2,081,193

7,028,549

10,678,095

14,178

705,565

2,069,983

1,714,726

397,2644,709,407

31,642,729

69



SCHEDULE : 9 - EXPENSES

Garden Cultivation Costs

Plucking and Munufacturing Expenses

Purchases of Tea

Power and Fuel

Establishment Charges (including Bonus)

Directors' Remuneration (Salary)

Directors' Fees

Contribution to Provident, Superannuation and Gratuity Funds

Workmen and Staff Welfare Expenses

Concession on Foodgrains

Repairs to Buildings

Repairs to Plant & Machinery

Upkeep of Roads & Bridges

Garden Transport

Insurance

Rent

Office Maintenance

General Charges

Freight, Warehouse & Sale Charges

Agency Commission

Brokerage

Cess on Green Leaf

Excise Duty & Cess (Refer Note 10 on Schedule 12)

Loss on sale of Investments


(Rupees)

74,165,475

180,248,982

31,500

118,424,482

120,567,846

1,539,000

36,000

60,919,400

54,574,705

37,687,022

13,370,024

13,271,821

1,177,930

21,659,671

1,741,154

3,854,174

2,719,322

41,561,612

54,958,561

27,428,999

3,864,705

21,341,884

4,804,104

690,053

860,638,426

15 months ended31st March, 2003

(Rupees)

93,171,085

174,975,5311,721,370

123,540,012

153,222,608

2,325,000

43,500

70,606,829

89,807,565

46,134,811

18,976,073

23,451,970

1,395,509

28,857,257

6,000,378

7,217,335

3,324,353

61,084,55969,993,094

7,411,311

20,919,091

(1,981,095)

1,002,198,146

70



SCHEDULE : 10- (INCREASE)/DECREASE IN STOCK

Unit

31 st December, 2003 31st March, 2003

Opening Stock ofTea

Closing Stock ofTea

(Increase)/Decrease

KGs.

KGs.

Quantity (Rupees)

983,122 65,655,376

2,242,059 123,926,310

Quantity (Rupees)

3,741,498 201,033,472

983,122 65,655,376

(58,270,934)

31st December,2003

(Rupees)SCHEDULE : 11 - DEFERRED REVENUE EXPENDITURE

Preliminary Expenses etc.

135,378,096

31st March,2003

(Rupees)

38,810

38,810

SCHEDULE:12

Notes to Consolidated Financial Statements for the Nine months period ended 31 st December, 2003

1. List of Subsidiaries

The Consolidated financial statement represents consolidation of Accounts of Assam Company Limited (the company)

and its following subsidiaries

Name of the Company

Namburnadi Tea Company Limited (NTCL)

Assam Agro Hi-Tech Limited

North East Hydro Carbon Ltd

Camelia Cha Bar Limited

Country of Proportion of

Incorporation Ownership Interest

India

India

India

India

92.98%

100%

98.62%

98.66%

Reporting Period

and Dates

12 months ended 31.12.2003




2. Capital Reserve as at 31 st December, 2003 comprise the following:

a) Capital reserve amounting to Rs 7,06,78,393 has arisen on consolidation of accounts between Assam Company

Limited (ACL) and its subsidiary Namburnadi Tea Company Limited (NTCL) being the excess of share of equity in

the subsidiary by ACL as on the date of acquisition over its carrying value of investments in such subsidiary.

b) Capital reserve of Rs 4,33,70,034 shown as in the books of NTCL incorporated on consolidation.

c) Goodwill of Rs 3,66,448 has arisen on consolidation of accounts between ACL and its other subsidiaries indicated

in Note No. 1 above, which has been netted of with the above capital reserves.

71




3. In respect of certain subsidiaries, deferred tax assets/liabilities as per the requirements of Accounting Standard 22

"Accounting for Taxes on Income" has not been accounted for on account of significant amount of carried forward losses

under the Income Tax Act, 1961.

4. a The Government of Assam had taken possession of some undeveloped land under Assam Fixation of Ceiling of Land

Holdings Act, 1956 and the Company has made representation to the Government for reclaiming the said land or

equivalent for extension of planting activities and vigorous efforts are being made in this regard.

b Taking into account the total intrinsic value of the Company's land in Assam, no adjustment in the opinion of the

management is required for the loss on land lost due to flood and consequent erosion in past years. Claim for

compensation in this regard has been made to Assam Government and the same is being pursued vigorously.

5. Estimated amount of contracts remaining to be executed on capital account and not provided for Rs 18,71,131/- (net

of advance Rs 1,33,12,6477-), [31.03.2003 - Rs. 62,95,207/-/- (net of advance Rs.88,88,571/-)]

6. Contingent Liabilities not provided for:

(a) Income Tax assessments disputed in appeals Rs 82,38,438. If the appeals for disputed amounts are upheld infavourof tax authorities , there will be a concomitant liability in respect of Agricultural Income Tax and Sur Tax. However,

the balance in the General Reserve is more than adequate to cover these amounts.

(b) Export Bills discounted with Banks Rs. 2,47,71,2587- (31.03.2003 - Rs.1,57,65,4627-)

(c) Demand from Provident Fund Authorities in respect of NTCL is disputed, amount of which1 is not ascertainable.

7. Provision for taxation forthe Company's financial period of nine months ended 31 st December, 2003 has been determine !

based on results for the said period (under Assessment Year 2004-05). The ultimate liability for the Assessment Year

2004-05, however, will be determined on the total income forthe Company for the period from 1 st April, 2003 to 31 st March,

2004 (including results for the period from 1 st January, 2004 to 31 st March, 2004).

8. Interest paid includes Rs. 10,65,90,4397- (31.03.2003 : Rs. 13,56,56,6107-) on account of Fixed Loans (Including on

Debentures Rs 1,90,89,0007- (31.03.2003 - Rs. 3,13,64,0967-).

9. Interest expenses is net of interest income on inter corporate loans, deposits & bank deposits (gross) Rs. 1,55,3027-

(31.03.2003 - Rs. 72,75,4607-) [Tax deducted at source Rs. Nil, 31.03.2003 - Rs. 4,52,0777-]

10. Excise Duty and Cess in Schedule 9 is net of credits for Excise Duty Rs. 17,47,4177- (31.03.2003 - Rs. 67,36,6907-)

claimed on the basis of compliance to Notification No. 33/99 CE dt. 08.07.99.

11. Advances recoverable in cash or in kind or for value to be received (unsecured - considered good) as disclosed under

Loans and advances in Schedule - 6 includes security deposit for rent Rs. 1,55,2837- (31.03.2003 - Rs. 1,55,2837-)

12. Related Party Disclosure

I. Names of related parties and description of relationship

a) Key management Personnel and their relatives

Mr. A. K. Jajodia, Sr Managing Director

Mr. K. N. Nowrojee, Director Estates

72




11. Transactions with related parties

Rupees

Nature of transaction

Remuneration paid

Persons referred

to in (a) above

2,822,709

(5,159,736)

Total

2,822,709

(5,159,736)

Notes:

i) The management certifies that there have been no payments, other than those disclosed above, to key

management personnel and/or their relatives

ii) Movement in loans and advances not disclosed in view of voluminous nature of transactions

iii) Figures in brackets relate to previous period.

13. The Company has received summons under Section 19 (3) of Recovery of Debts Due to Banks and Financial InstitutionsAct, 1993 from the Debt Recovery Tribunal (DRT), Kolkata for recovery of debentures issued to Unit Trust of India (UTI)and interest thereon aggregating to Rs. 16,80,17,696 as on 26th June, 2003. The Company has contested the same andthe matter is presently sub-judice. However, as these debentures are not yet due for redemption and only interestrepayments are overdue (which have been fully provided for in the accounts) company is reasonably hopeful that asettlement on the matter will be worked out with the lenders and no further liability will accrue on this account.

14. The term loans from IDBI have been restructured by the lender vide its letter dated21 st November, 2003 subject to certainconditions. Although the company has agreed to such restructuring of its debts, it however has written to IDBI to allowwaiver of the conditions and expects a favourable response in all these matters.

15. Total debtors include Rs. 14,47,85,761/- which more than one year old, which in the opinion of management aregood and recoverable.

16. The Company's contribution of Rs. 3,95,25,000 towards a Joint Venture in U. K. which has been cancelled is proposedto be received back in 4 equal annual instalments commencing from 5th February, 2004. Application to the Reserve Bankof India for necessary approval in this regard have been made and is yet to be received. The first instalment have howeverbeen received subsequent to the year end.

17. In respect of certain of its employees pension and gratuity funds, pending reconciliation of the fund balances vis-a-visthe Company's contribution to both the funds and p'ayments made directly to retired employees and also in the absenceof separate independent evaluation by the actuary for which necessary steps are being initiated, the extent of shortfall,if any, in the corpus of these funds cannot be ascertained at this stage.

18. Figures for the current financial year comprise of nine months as against the previous financial year of fifteen monthsand as such are not comparable.

19. Previous year's figures have been regroupd/rearranged wherever necesary.

73


SCHEDULES FORMING PART OF THE ACCOUNTSSCHEDULE: 12 - NOTES ON ACCOUNTS (Contd.)

20. Segment ReportBy Geographical Segments

Rupees31.12.2003

Particulars

Segment Revenue external Customers

Other income

Add : Intersegment Revenue

Total Segment Revenue

Segment Result

Add : Unallocable income

Less: Unallocable expenses

Less : Interest (net)

Profit before Taxation and diminution in valueof certain investments & prior period expenses

Less : Provision for Taxation (current tax)

(Deferred Tax)Profit after Taxation but before diminution in value

of certain investments and prior period expenses

Provision for diminution in value of certain Investments

Prior Period Expenses

Profit after Taxation and diminution in value ofcertain investments and prior period expenses

Segment Assets

Unallocated Assets'

Total Assets

Segment Liabilities

Unallocated Liabilities

Total Liabilities

Capital Expenditure

Unallocated capital expenditure

Total capital expenditure

Depreciation

Unallocated depreciation

Total depreciation

Domestic

730936664981112404

63016167999757

73723828098911216111616165792667102

255552133183224143

7,821,1854,296,391

2058710211451065

741574665971

Exports

285180764390354696

786932115822292

293050085406176988106389091158538976

405631361370912565

TotalSegments

10161174281371467100

1417093723822049

10302883651395289149222550748251206078

661183494554136708

78211854296391

2058710211451065

741574665971

TotalEnterprise

10161174281371467100

1417093723822049

10302883651395289149222550748251206078

27393087820680

3958269267974314

14722872818302282038478636

802962416756531132000

-1176619-1704198

379796028601822

-1895920-50089470

2258839

3761668358691292

661183494554136708

3550937513355089709642121210074105033804

78211854,296,391

4204299822410073741342121210074105033804

205871021145106530252018

11894834850839120

130399413741574665971

33699421594528443444099560118815

74




Notes:

1. The Company is engaged in the cultivation & manufacture of black tea and accordingly there are no businesssegments. The primary segment is geographical based on location of customers i.e. domestic sales and export sales.

2. The segmentwise revenue, assets and liabilities figures relate to the respective amounts directly identifiable to eachof the segments. The segmentwise result include figures that are allocated to the respective segments in the ratiodomestic and export sales apart from figures that are directly attributable to each of the segments.

3. Fixed assets used in the Company's business or liabilities other than for a subsidiary NTCL have not beenidentified to any of the reportable geographical segments as the fixed assets are common for production of bothdomestic and exported tea. Accordingly depreciation and capital expenditure for other than NTCL also could not beallocated between the reported geographical segments.

4. Previous period's figures are in normal fonts as against current period figures which are given in bold fonts.

21. Basic and Diluted Earnings Per Share

Profit after tax and diminution in valueof certain Investments and prior period expenses

Weighted average number of Equity Shares

Basic and Diluted Earnings Per Share

Note:

Weighted number of Equity Shares

Number of shares issued (C)

Number of shares issued (D)

Weighted average number of Equity Shares ason 31.03.2003

31.12.2003 31.03.2003

(A)

(B)

37616683 58691292

22361526 22368521

1.68 2.62

31.03.2003

31.12.2003

22361526 31.12.2001 22396502

22361526 01.04.2002 22361526

C*3/15 + D*12/15 22368521

75




19. SIGNIFICANT ACCOUNTING POLICIES

1. [a] Convention

The financial statements are based on accrual system of accounting and in accordance with the accounting standardsspecified under subsection (3c) of Section 211 of the Companies Act, 1956. A summary of important accountingpolicies is set out below which have been applied consistently. The financial statements have also been preparedin accordance with the relevant presentational requirements of the Companies Act, 1956.

[b] Basis of Accounting

The Financial Statements are prepared underthe historical cost convention, modified by revaluation of certain FixedAssets as detailed below.

[c] Fixed Assets

All assets except Furniture as at 31st December, 1994 were revalued by an approved valuer at the then netreplacement cost resulting in increase in value of these assets by Rs. 42,76,64,7327-. All assets except Furnitureas at 31 st December, 1996 have been revalued again by an approved valuer at net replacement cost resulting in afurther increase in value of these assets by Rs. 11,35,67,0007-. The appreciation in the value of these assets overtheir book value has been credited to the Revaluation Reserve. Other assets are stated at their cost of acquisitionincluding appropriate incidental expenses.

All expenditure incurred in the years of extension planting of tea is capitalised.

Land, Building and Plant & Machinery of a subsidiary company Namburnadi Tea Company Limited were revaluedduring 1985 and further land was again revalued during 2001 and the resultant surplus transferred to RevaluationReserve.

A building acquired on amalgamation in the previous the year from erstwhile Metropolitan Abasan Limited wasrevalued on 30th August, 1998 by an approved valuer resulting in an increase in value of the building by Rs 90,15,200

[d] Depreciation

[i] Depreciation is provided on the Written Down Value method at the rates prescribed and in accordance withSchedule XIV to the Companies Act, 1956. In respect of revalued assets the incremental depreciation on accountof revaluation is recouped from Revaluation Reserve. Land & Development and Leasehold Land are notdepreciated.

[ii] Profit or Loss on disposal of Fixed Assets is recognised in the Profit & Loss Account.[e] Investments

Long Term investments are stated at cost. Provision for loss on permanent fall in value of investments is made,wherever necessary.

[f] Inventories

Stock of Tea is stated at cost or estimated net realisable value whichever is lower. Cost of tea comprises expenditureincurred in the normal course of business in bringing such stocks to their location and includes appropriate overheads.

Stores & Spare parts are also stated at cost (weighted average cost). Obsolete, slow moving and defective storesare identified at the time of physical verification of stores and where necessary, provision is made for such stores.

[g] Foreign Currency Transaction

Transactions in foreign currencies are recorded in rupees by applying the rate of exchange ruling at the dates oftransactions. Variation on settlement are recognised as gain or loss on exchange in the profit and loss account.

Current asset and liability balances in foreign currency at the balance sheet date are restated atthe year end exchangerates and the resultant fluctuation is recognised as exchange gain or loss made during the year. Transactions coveredby forward contracts are accounted for by recognising the difference between the forward rate and the spot rate asincome or expenditure over the period of the contract. Prof it or loss on cancellation of forward contracts are recognisedas an income or expense of the period in which such cancellation has taken place.

76




Exchange differences arising on account of purchase of fixed assets are adjusted to the carrying amount of suchfixed assets.

[h] Sales

Sales represent the invoiced value of goods sold less sales tax.

[i] Income from investments

Income from investments is included together with the related tax credit in the Profit & Loss Account.

fj] Research and Development

All revenue expenditure on Research and Development is generally recognised in Profit & Loss Account except wherethere is a reasonable indication that such research and development cost to be incurred are likely to be more thancovered by related future revenues and benefits. In such cases, such research and development costs are deferredto future periods.

[k] Leased Equipment

Rental in respect of leased equipment acquired (prior to 01.04.2001) under financial lease are charged toProfit & Loss Account.

[I] Superannuation and Pension

The Company operates contributory Superannuation and Pension schemes for eligible employees which are basedon actuarial valuation and administered by Trustees and are independent of the Company's Finances.

[m] Gratuities and Leave encashments

The Company operates Gratuity Fund Schemes for its employees which are funded with Life Insurance Corporationof India (LICI) under Group Gratuity Schemes. Annual contributions are made to LICI, based on actuarial valuationcarried out by them. The fund is administered by Trustees and is independent of the Company's Finances. Leaveencashments payable to employees on their retirement have been ascertained by actuarial valuation and providedfor in the accounts. However, gratuity and leave encashment in respect of NTCL is accounted for on cash basis.

[n] Borrowing Costs

Borrowing costs if relatable to qualifying assets (i.e., assets that necessarily take a substantial period of time for itsintended use or sale) are capitalised otherwise are charged to Profit & Loss Account.

[o] Taxes on Income

Current tax represents the amount that would be payable based on computation of tax as per prevailing taxationlaws under the Income-tax Act, 1961.

Deferred tax is recognised subject to the consideration of prudence, on timing differences, being the differencebetween taxable income and accounting income that originate in one period and are capable of reversal in one or moresubsequent periods. Deferred tax assets are not recognised unless there is reasonable certainty that sufficient futuretaxable income will be available against which such deferred tax assets can be realised.


A. K. Jajodia - Sr. Managing DirectorK. N. Nowrojee - Director -Estates


Santosh BhagatPlace: Kolkata, S. K. Sarma Pintu Kr. AgarwallaDate: 30th August, 2004 Company Secretary Directors

77


CONSOLIDATED CASH FLOW STATEMENT FOR THE 9 MONTHS PERIOD ENDED 31ST DECEMBER, 2003

9 months ended,31st December, 2003

(Rupees)

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before taxation and after prior period expenses

Adjustments for :

Depreciation

Interest received

(Profit) / Loss on disposal of Fixed Assets

Income from Investments

Profit / Loss on sale of Investments

Interest Expenses

Operating Profit before Working Capital Changes

Adjustments for :

Trade and Other Receivables

Inventories

Trade and Other Payables

Cash generated from Operations

Direct Taxes (Paid) / Received

Deferred Revenue Expenditure


36,219,797

34,440,995

(1,773,443)

(69,191)

(26,172)

690,053147,384,030

216,866,069

(71,416,135)

(38,042,621)

16,526,439

123,933,752

(1,458,146)

122,475,606


(Rupees)

8,029,624

60,118,815

(7,275,460)

(1,714,726)

(14,178)

(2,069,983)

190,461,455

247,535,547

(111,208,457)

116,762,881

89,509,141

342,599,112

1,685,154

(382,784,015)

(38,499,749)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (incl. Capital work-in-progress)

Sale of Fixed Assets

Purchase of Investments

Sale of Investments

Interest received

Dividend received

Inter Corporate Deposits

Net Cash used in Investing Activities

(57,289,172)

79,265

—962,358

4,882,538

26,172

500,000

(123,867,668)

3,304,985

(7,203,945)

19,176,958

8,578,559

14,178

—

(50,838,839) (99,996,933)

78


CONSOLIDATED CASH FLOW STATEMENT FOR THE 9 MONTHS PERIOD ENDED 31ST DECEMBER, 2003

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Borrowings

Repayment of Borrowings

Dividend Paid (including tax on Dividend)

Interest Paid

9 months ended,31st December, 2003

(Rupees)

95,474,084

(17,400,835)

(81,224)

(149,954,375)

Net Cash Flow from Financing Activities

Net lncrease/(Decrease) in Cash and Cash Equivalents (A+B+C)

Cash and Cash Equivalents - Opening Balance

Cash and Cash Equivalents - Closing Balance

(71,962,350)

(325,583)

20,114,260

19,788,677

(325,583)


(Rupees)

592,456,208

(368,690,618)

(164,953)

(152,293,771)

71,306,866

(67,189,816)

87,304,076

20,114,260

(67,189,816)

Notes:

1. Cash and Cash Equivalents comprise Cash & Bank balances as per Schedule-6 of the consolidated accounts.

2. The above cash flow statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard -3 on Cash Flow Statements issued by the Institute of Chartered Accountants of India.

3. Figures for the current financial year comprise of nine months as against the previous financial year of fifteen months andas such are not comparable.


This is the Consolidated Cash Flow Statement referred to in our Report of even date.





K. N. Nowrojee - Director -EstatesS. Bhuwalka



Pintu Kr. AgarwallaDirectors

79

ASSAM COMPANY LIMITEDRegd. Office: Greenwood Tea Estate, P.O. Dibrugarh, Assam

PROXY

DP. IdClient Id :*

Folio No. :

'(Applicable if shares are held in electronic form)

I/We :

of

being a member of the above named Company hereby appoint

of or failing him

of or failing him

as my/our Proxy to attend and vote for me/us and on my/our behalf at the Twenty-seventh Annual General Meeting of theCompany to be held on Thursday, the 30th September, 2004 and at any adjournment thereof.

AffixAs witness my/ourhand(s) this day of 2004 Revenue

StampSignature I

Please cut along this line —

ATTENDANCE SLIP

Please complete this Attendance Slip and hand it over at the entrance of the meeting hall.

ASSAM COMPANY LIMITEDRegistered OfficeGreenwood Tea EstateDibrugarhAssam

DP. Id :*Client Id :*

Folio No. :

'(Applicable if shares are held in electronic form)

I hereby record my presence at the Twenty-seventh Annual Qeneral Meeting of the Company at the Auditorium of Dibrugarh &District Planters' Club, Lahoal, P. O. Dibrugarh, Assam on Thursday, the 30th September, 2004

Member's Name (in block letters):.

Member's/Proxy's Signature:

BOOK POST

If undelivered please return to .

Assam Company LimitedAssam Tea House52, Chowringhee RoadKolkata-700 071

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Assam Company Limited - BSE