DUNCANS INDUSTRIES LTD - Moneycontrol

DUNCANS INDUSTRIES LIMITED

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DUNCANS INDUSTRIES LTDCIN :L28113WB1994PLC063452

Registered Office: Duncan House, 31,Netaji Subhas Road, Kolkata-700001

Tel:(033)2230-0962/2185 l Fax:(033)2248-6021l E-mail: [email protected] l Website : www.duncansindustries.com

NOTICE OF 20TH ANNUAL GENERAL MEETING

Notice is hereby given that the 20th (Twentieth) Annual General Meeting of the Members of Duncans Industries Limited will be held on Monday, the 29th December, 2014 at 10.00 A.M. at Kalakunj, Kalamandir Basement Hall, 48, Shakespeare Sarani, Kolkata - 700017 to transact the following businesses :

ORDINARY BUSINESS1. To receive, consider and adopt the audited statement of Profit & Loss of the Company for the year ended 30th

September, 2014 and the Balance Sheet as at that date together with the Reports of the Directors and Auditors' thereon.

2. To appoint a Director in place of Mr. Shrivardhan Goenka (DIN - 00030375) who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint Auditors and to fix their remuneration. In this connection, to consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution :

"RESOLVED THAT Messrs Lodha & Co., Chartered Accountants, Kolkata (Firm Regtration. No. 301051E), be and are hereby appointed as the Auditors of the Company from the conclusion of this meeting to hold such office for a period of three years till the conclusion of the 23rd (Twenty-third) Annual General Meeting, at such remuneration for each year as shall be fixed by the Board of Directors payable in one or more installments plus service tax as applicable and reimbursement of out of pocket expenses incurred."

SPECIAL BUSINESS:

4. To consider and, if though fit, to pass with or without modification, the following Resolution as a Special Resolution:

"RESOLVED THAT in modification of the earlier resolution passed by the members in this regard and consequent upon implementation of the new provisions under Sections 196, 197 read with Schedule V of the Companies Act, 2013 and the Rules framed thereunder and subject to the approval of Central Government, if any, consent of the Company be and is hereby accorded to payment of remuneration to Mr. G.P. Goenka (DIN 00030302), Executive Chairman of the Company for the remaining period of his contract, i.e. from 1st April, 2014 to 31st March, 2015 as set out in the Explanatory Statement annexed to the Notice convening the meeting with liberty to the Board of Directors to alter and / or vary the terms and conditions thereof.

Resolved further that the remuneration approved to be paid to Mr. Goenka shall in the event there being inadequacy of profits, be paid to him as the minimum remuneration."

5. To consider and if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder, Mr. T.S. Broca (DIN - 00186567 ), presently a Director of the Company whose period of office is liable to retirement by rotation, be and is hereby appointed as an Independent Director of the Company to hold office for a term up to 5 (five) consecutive years until the conclusion of the 25th (Twenty-fifth) Annual General Meeting of the Company."

6. To consider and if thought fit to pass with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder, Mr. R.K. Bhargava (DIN - 00016949), presently a Director of the Company whose period of office is liable to retirement by rotation, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years until the conclusion of the 25th (Twenty-fifth) Annual General Meeting of the Company."

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"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder, Mr. D. Sengupta (DIN - 00043289), presently a Director of the Company whose period of office is liable to retirement by rotation be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years until the conclusion of the 25th (Twenty-fifth) Annual General Meeting of the Company."


"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder, Dr. A.L. Ananthanarayanan (DIN -00495490), presently a Director of the Company whose period of office is liable to retirement by rotation, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years unitl the conclusion of the 25th (Twenty-fifth) Annual General Meeting of the Company."

9. To consider and, if though fit, to pass with or without modification, the following Resolution as an Ordinary Resolution:

"RESOLVED THAT Mr. Rajesh Sharma (DIN - 03168387) who was appointed by the Board of Directors as an Additional Director of the Company with effect from 27th September, 2014 and who holds office upto the date of this Annual General Meeting of the Company and in respect of whom the Company has received a notice from a member under Section 160 of the Companies Act 2013 proposing his candidature for the office of Director of the Company, be and is hereby appointed a Director of the Company whose office shall be liable to retirement by rotation".


"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the rules framed thereunder and subject to the approval of the Central Government, if any, consent of the Company be and is hereby accorded to the appointment of Mr. Rajesh Sharma (DIN - 03168387) as Managing Director of the Company for a period of 3 (three) years with effect from 27th September, 2014 on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening the meeting with liberty to the Board of Directors to alter and/ or vary the terms and conditions of the said appointment.

Resolved further that the remuneration approved to be paid to Mr. Sharma shall in the event there being inadequacy of profits, be paid to him as the minimum remuneration."


"RESOLVED THAT in accordance with the provisions of Sections 196, 197, 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder and subject to the approval of the Central Government, if any, consent of the Company be and is hereby accorded to the appointment of Mr. M.H. Chinoy (DIN - 00030223) as Wholetime Director of the Company for the period from 1st January, 2014 to 31st December, 2014 on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to the Notice convening the meeting and thereafter Mr. Chinoy be re-designated as Non-Executive Director with effect from 1st January, 2015.

Resolved further that the remuneration approved to be paid to Mr. Chinoy as Wholetime Director shall in the event there being inadequacy of profits be paid to him as the minimum remuneration."

12. To consider and if thought fit to pass with or without modification(s), the following Resolution as a Special Resolution:

"RESOLVED THAT in supersession of the previous resolutions passed under Section 293(1)(a) of the Companies


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Act, 1956 in this regard, consent of the Company be and is hereby accorded to the Board of Directors of the Company pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 to the creation of such charges as may be necessary to be created on the properties of the Company, both immovable and movable, present and future which may result in the sale of the whole or substantially the whole of the undertakings of the Company in such manner as the Board in its absolute discretion may deem fit, in favour of the Banks / Financial Institutions and other investing agencies provided that any such charge for securing the funds borrowed/ to be borrowed shall not at any time exceed the limit of Rs.1200 crores (Rupees Twelve hundred crorers) together with interest thereon at the agreed rates, further interests, liquidated damages, premium on pre-payment or on redemption, costs, charges, expenses and all other moneys payable by the Company under the respective Agreements/ Loan Agreements/ Debenture Trust Deeds entered / to be entered into by the Company in respect of such borrowings.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary and expedient in this regard."


"RESOLVED THAT in supersession of the previous resolutions passed under Section 293(1)(d) of the Companies Act, 1956 in this regard, consent of the Company be and is hereby accorded to the Board of Directors of the Company pursuant to the provisions of Section 180(1)(c ) and other applicable provisions, if any, of the Companies Act, 2013 to borrow monies for and on behalf of the Company from time to time for the purposes of Company's business, notwithstanding the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business) may exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose provided that the total amount of borrowings remaining undischarged (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) shall not, at any point of time, exceed the limit of Rs.1200 Crores (Rupees Twelve hundred crores).

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary and proper in this regard."


"RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the new set of the Articles of Association of the Company prepared in accordance with the provisions of the Companies Act 2013 and submitted to this meeting, a copy whereof is initialed by the Chairman for identification, be and is hereby approved and adopted in substitution to and exclusion of the existing Articles of Association of the Company.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this Resolution."


"RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the rules framed thereunder, the Cost Auditors appointed by the Board of Directors of the Company to conduct the audit of cost records of the Company for the financial year ending 30th September, 2015, be paid the remuneration as set out in the Explanatory Statement annexed to the Notice convening this meeting.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all acts, deeds and things as may be necessary, proper or expedient to give effect to this resolution."


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16. To consider and if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement entered into with the Stock Exchange, consent of the Company be and is hereby accorded to enter into various related party transactions with the respective related parties for a period of five years from 1st April 2014 to 31st March, 2019 and subject to the maximum amount per annum as mentioned herein below:

Nature of transactions as per section 188 of the Companies Act, 2013

Name of the Related Parties Maximum amount per annum (Rs. in

crores)

l Reimbursement of cost of supplies, expenditures etc.

l Sale / Purchase of goods, material, services or property

l Support and consultancy Services

l Leasing/ sub-leasing/ rent for office, sharing of property of any kind.

Duncans Tea Ltd. Rs. 1.00

Star Paper Mills Ltd. Rs. 1.00

Santipara Tea Co. Ltd. Rs. 4.00

Leyden Leasing and Financial Services Ltd. Rs. 0.10

North India Fertilisers Ltd. Rs. 0.10

Pentonville Software Ltd. Rs. 0.10

Dail Consultants Ltd. Rs. 0.10

ISG Traders Ltd. Rs. 1.00

Odyssey Travels Ltd. Rs. 1.50

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do or cause to be done all such acts, matters, deeds and things that may arise with regard to any transaction with the related party as may be necessary or desirable for the purpose of giving effect to this resolution, in the best interest of the Company."

Registered Office: By Order of the Board'Duncan House' 31, Netaji Subhas Road, ( K. Mukhopadhyay)Kolkata - 700001 Secretary Dated: 18th November, 2014


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NOTES:1) The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, the 23rd

December, 2014 to Monday, the 29th December, 2014, both days inclusive.

2) A Member entitled to attend and vote at the Annual General Meeting ("AGM") may appoint a proxy to attend and vote on a poll on his behalf. A Proxy need not be a Member of the Company. Proxy, in order to be effective, must be received either at the Office of the Registrar and Share Transfer Agent, M/s C B Management Services (P) Ltd, P- 22, Bondel Road, Kolkata - 700019 or at the Company's Registered Office, not less than forty - eight hours before the commencement of the Annual General Meeting.

3) Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Annual General Meeting.

4) Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to Special Business to be transacted at the Meeting, is annexed hereto.

5) Additional information, pursuant to Clause 49 of the Listing Agreement entered into with Stock Exchange, is annexed hereto.

6) Relevant documents shall be open for inspection at the Registered Office of the Company on all working days (except Saturdays) between 2.00 P.M. and 4.00 P.M. prior to the date of the Annual General Meeting.

7) Members are requested to notify change of address, if any, to the Company at the Registered Office or to M/s C B Management Services (P) Ltd, Registrar & Share Transfer Agent of the Company.

8) Members are requested to bring their attendance slip along with their copy of Annual Report & Accounts at the Meeting.

9) Unclaimed dividends up to and including the financial year ended 31st March, 1995 have been transferred to the General Revenue Account of the Central Government pursuant to Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules, 1978.

Any Member claiming dividend, so transferred, shall apply to the Registrar of Companies, Nizam Palace, II MSO Building, 234/4, A.J.C. Bose Road, Kolkata - 700 020 in the prescribed form in duplicate quoting the Company Registration No. 021-63452 (CIN L28113WB1994PLC063452).

Dividends pertaining to the financial years ended 31st March, 1996 to 31st March, 2000 remaining unclaimed for a period of seven years have been transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 205C of the Companies Act, 1956.

10) Members who have not registered their e-mail addresses so far, are requested to register their e-mail addresses for receiving all communication including Annual Reports, Notifications etc. from the Company in electronic mode as a measure of support to the Green Initiative in Corporate Governance of the Ministry of Corporate Affairs, Government of India.

11) In terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies ( Management and Administration) Rules, 2014, the Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide the facility of electronic voting ("e-voting") in respect of the resolutions proposed at this Annual General Meeting.

12) Mrs. Pragya Jhunjhunwala, the Company Secretary in Practice, Kolkata (FCS No - 7511 & CP No. 8124) has been appointed as the Scrutinizer to scrutinize the e-voting process. The Scrutinizer shall as early as possible from the conclusion of the e-voting period, unblock the votes in the presence of at least two (2) witnesses not in employment of the Company and make a Scrutinizer's Report of the Votes cast in favour or against, if any, to the Chairman of the Company.

13) E-voting Instruction :

The instructions for shareholders / members voting electronically are as under:

(i) The voting period begins on December 23, 2014 (at 10.00 A.M.) and ends on December 24, 2014 (at 6.00 P.M.). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 21st November, 2014, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.


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(ii) The shareholders should log on to the e-voting website www.evotingindia.com during the voting period

(iii) Click on 'Shareholders' tab.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)l Members who have not updated their PAN with the Company/Depository Participant are

requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

l In case the sequence number is less than 8 digits enter the applicable number of 0's before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field. [Accordingly, your sequence is already printed on the address level pasted on the Annual Report, please enter in the PAN field.]

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details#

Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio.

# Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on 'SUBMIT' tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN of Duncans Industries Limited on which you choose to vote.

(xii) On the voting page, you will see 'RESOLUTION DESCRIPTION' and against the same the option 'YES/NO' for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the 'RESOLUTIONS FILE LINK' if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on 'SUBMIT'. A confirmation box will be displayed. If you wish to confirm your vote, click on 'OK', else to change your vote, click on 'CANCEL' and accordingly modify your vote.

(xv) Once you 'CONFIRM' your vote on the resolution, you will not be allowed to modify your vote.


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(xvi) You can also take out print of the voting done by you by clicking on 'Click here to print' option on the Voting page.

(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Institutional Shareholders

l Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on to https://www.evotingindia.com and register themselves as Corporates.

l A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]

l After receiving the login details they have to create, a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

l The list of accounts should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.

l A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ('FAQs') and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected]

(xx) The results of e-voting shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer's Report shall be placed on the Company Website: www.duncansindustries.com and on the website of CDSL and the same be communicated to the Stock Exchange(s).

Kindly note that once you have cast your vote, you cannot modify or vote on poll at the Annual General Meeting. However, you can attend the meeting and participate in the discussions, if any.

Registered Office: By Order of the Board'Duncan House' 31, Netaji Subhas Road, ( K. Mukhopadhyay)Kolkata - 700001 Secretary Dated: 18th November, 2014


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EXPLANATORY STATEMENT Pursuant to Section 102 of the Companies Act, 2013

Item no 4

The Board of Directors of the Company ("the Board") at its meeting held on 14th May, 2012 appointed, subject to approval of members, Mr. G.P. Goenka (DIN 00030302) as the Wholetime Director of the Company for a period of three years w.e.f 1st April, 2012 and the members of the Company at the 18th Annual General Meeting held on 24th September, 2012 approved the said appointment including the remuneration enumerated in the Explanatory Statement to the Notice thereto. Further, the Board at its meeting held on 27th November, 2013 re-appointed Mr. Goenka as Executive Chairman of the Company subject to the approval of the members, for the remaining period of his contract with effect from 27th November, 2013 i.e. upto 31st March, 2015 and members of the Company granted approval to the said appointment together with the remuneration enumerated in the Explanatory Statement to the Notice convening the said AGM held on 30th December, 2013.

Pursuant to the implementation of the Companies Act, 2013 w.e.f. 1st April, 2014 and as per Government notification vide General Circular No. 32/2014 dated 23rd July, 2014 issued by Ministry of Corporate Affairs, Govt. of India, the remuneration paid / payable to Mr. Goenka for the remaining period of his contract i.e. from 1st April, 2014 to 31st March, 2015, the approval of which was already granted by the members as stated above under the relevant provisions of the Companies Act, 1956, shall require a fresh approval by the members as approval by the Board at its meeting held on 11th August, 2014 for the remuneration payable/paid post implementation of the Companies Act, 2013 i.e. remuneration payable for the period from 1st April, 2014 to 31st March, 2015 and the said remuneration is as follows :

(1) Salary : Rs.5,50,000/- (Rupees Five Lacs fifty thousand only) per month.

(2) House Rent Allowance : Rs.1,00,000/- (Rupees One Lac only) per month.

(3) Medical : Reimbursement of actual expenses incurred for himself and spouse, subject to a ceiling of three (3) months salary in a block of three (3) years for domiciliary treatment and hospitalization expenses at actuals as per rules of the Company.

(4) Leave Travel Assistance : Two months basic salary per annum.

(5) Premium on Personal : Premium on Personal Accident Insurance for a sum assured of Accident Insurance Rs.1 Crore (Rupees One Crore only).

(6) Club Membership : Membership fees plus subscription for two clubs.

(7) Telephone : Telephone at residence at actuals

(8) Company's car for official use : Two motor-cars with drivers to be used for the Company's business.

(9) Entertainment Expenses : At actuals

Perquisites provided shall be taken for the purpose of the remuneration to be paid to Mr. Goenka at their respective values as computed under the Income Tax Act, 1961.

The following perquisites, however, will not form part of remuneration:

(i) Company's contribution towards Provident Fund as per the rules of the Company

(ii) Earned / Privilege leave on full pay as per the rules of the Company.

(iii) Gratuity as per rules of the Company.

In the event of loss or inadequacy of profits of the Company during the term of his appointment, Mr Goenka shall be entitled to the salary and perquisites as laid down above.

So long as Mr. Goenka functions as the Executive Chairman, he shall not be entitled to receive fees for attending meetings of the Board or Committees thereof.

This Agreement shall terminate on the commencement of the winding up (otherwise than for the purpose of effecting a change in the name of the Company or on a reconstruction) whether voluntarily or otherwise of the Company or in the event of the Company ceasing to carry on its business or in the event of Mr Goenka ceasing for any reason to be a director of the Company.


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This agreement may be terminated at any time by either party by giving to the other party six months notice of such termination and neither party will have any claim against the other for damage or compensation by reason of such termination.

The remuneration of Mr. Goenka as mentioned above is also subject to Central Govt. approval. In the event, the remuneration approved is less, Mr. Goenka shall need to refund the excess amount, if any, and until then shall hold the same in trust for the Company.

The payment of remuneration for the period as stipulated above has been approved by a resolution passed by the Nomination and Remuneration Committee and the Board of Directors of the Company subject to approval of the members and the Central Government.

The above may be treated as a written memorandum under Section 190 of the Companies Act, 2013.

Details regarding Mr. Goenka and his brief profile have been annexed to this Notice. Mr. Goenka is a promoter director of the Company and is a renowned industrialist having experience of over 50 years.

The Statement as required pursuant to sub-clause (iv) of clause (B) of Section II of Part - II of Schedule V of the Companies Act, 2013 being a part of the Notice, is attached.

Mr. G.P. Goenka, and Mr. Shrivardhan Goenka being related to Mr. G.P. Goenka, are interested in the resolution set out at Item No. 4 of the Notice with regard to his appointment and remuneration.

Save and except as above, none of the other directors / other key managerial personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise in this resolution.

The Board recommends the Special Resolution set out at Item No. 4 of the Notice for approval by the Members.

Item Nos. 5,6,7 & 8 :

Mr. T.S. Broca (DIN - 00186567), Mr. R. K. Bhargava (DIN - 00016949), Mr. D. Sengupta (DIN - 00043289), and Dr. A.L. Ananthanarayanan ( DIN -00495490 ), are the Independent Directors of the Company and have held the positions as such in the Company for several years.

Section 149 of the Companies Act, 2013 ('the Act'), inter alia, stipulates the criteria for Independent Directors on the Board of Directors of a company. As per the said section, an Independent director can hold office for a term upto 5 (five) consecutive years on the Board of a company and he shall not be included in the total number of directors for retirement by rotation.

Mr. Broca, Mr. Bhargava, Mr. Sengupta and Dr. Ananthanarayanan are not disqualified from being appointed as Directors in terms of Section 164 of the Act and have given their consent to act as Directors and all of them meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement .

Keeping in view their vast experience and knowledge, it will be in the interest of the Company that Mr. Broca, Mr. Bhargava, Mr. Sengupta and Dr. Ananthanarayanan are appointed as Independent Directors of the Company.

Copy of the draft letters for the respective appointments of Mr.Broca, Mr. Bhargava, Mr. Sengupta and Dr. Ananthanarayanan as Independent Directors setting out the terms and conditions are available for inspection by the members at the Registered Office of the Company.

Details regarding Mr. Broca, Mr. Bhargava, Mr. Sengupta and Dr. Ananthanarayanan and their brief profiles have been annexed to this Notice.

Save and except Mr. Broca, Mr. Bhargava, Mr. Sengupta and Dr. Ananthanarayanan, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item Nos . 5,6,7 and 8.

Pursuant to the requirement of the Act, the appointment of Mr. Broca, Mr. Bhargava,Mr. Sengupta and Dr. Ananthanarayanan as Independent Directors shall be for a term of 5 (five) consecutive years on the Board of the Company i.e. until the conclusion of the Twenty fifth Annual General Meeting in the calendar year 2019 and they shall not be included in the total number of directors for retirement by rotation.

The Board recommends the Ordinary Resolutions set out at Item Nos.5, 6,7, and 8 of the Notice for approval by the members.

Item nos 9 & 10

Mr. Rajesh Sharma (DIN -03168387) was appointed as an Additional Director of the Company by the Board of Directors ("the Board") with effect from 27th September, 2014, the approval of which was granted by the Board at its meeting held on 11th August, 2014. Pursuant to the provisions of Section 161 of the Companies Act, 2013 ("the Act") and the


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Articles of Association of the Company, Mr. Sharma holds office only upto the date of this Annual General Meeting of the Company and is eligible for appointment. The Company has received a Notice in writing from a member under Section 160 of the Companies Act, 2013 along with the deposit of requisite amount proposing the candidature of Mr. Sharma for the office of Director of the Company. Mr. Sharma is not disqualified from being appointed as a Director in terms of Section 164 of the companies Act, 2013 and has given his consent to act as a Director,

Mr. Rajesh Sharma was also appointed by the Board as the Managing Director of the Company with effect from 27th September, 2014 for a period of three years. In consideration of the services as Managing Director, Mr. Sharma shall be entitled to the following remuneration:

(1) Basic Salary - Rs.260,000/- per month(2) Special Allowance - Rs. 260,000/- per month (3) Performance Pay - Rs. 20,00,000/- per annum payable quarterly(4) Leave Travel Assistance - Rs. 260,000 per annum(5) Perquisites - (a) Free fully furnished residential accommodation (b) Reimbursement of medical expenses amounting to Rs. 15,000/- per annum.

The following will not be included in computing the ceiling on perquisites as aforesaid :

(i) Company's contribution towards Provident Fund as per the rules of the Company;(ii) Gratuity and Encashment of Leave at the end of the tenure as per the rules of the Company;(iii) Company Car with Driver(iv) Reimbursement of telephone expenses at residence including rental, local calls and long distance official calls.

Perquisites provided shall be taken for the purpose of the remuneration paid to Mr. Sharma at their respective value as computed under the Income tax Act, 1961.

In the event of loss or inadequacy of profits of the Company during the term of his appointment, Mr. Sharma shall be entitled to the salary and perquisites as laid down above.

So long as Mr. Sharma functions as the Managing Director, he shall not be entitled to receive fees for attending meetings of the Board or Committees thereof.

This Agreement shall terminate on the commencement of the winding up (otherwise than for the purpose of effecting a change in the name of the Company or on a reconstruction) whether voluntarily or otherwise of the Company or in the event of the Company ceasing to carry on its business or in the event of Mr Sharma ceasing for any reason to be a director of the Company.

This agreement may be terminated at any time by either party by giving to the other party three months notice of such termination and notwithstanding the termination of the Agreement executed, the undertakings given by Mr. Sharma shall remain in full force and effect and the obligations of Mr. Sharma there under shall be binding on him.

The payment of remuneration as stipulated above has been approved by a resolution passed by the Nomination and Remuneration Committee and the Board of Directors of the Company subject to approval of the members and the Central Government.

The above may be treated as a written memorandum setting out the terms of appointment of Mr. Sharma as Managing Director under Section 190 of the Companies Act, 2013.

Details regarding Mr. Sharma and his brief profile have been annexed to this Notice. Mr. Sharma is a Chemical Engineer (B.E.) from Jadavpur University and a member of the Institution of Engineers (India). Keeping in view Mr. Sharma's qualifications and experience, the Board is of the view that his appointment as Managing Director will be beneficial to the Company.


Except Mr. Sharma, being one of the Key Managerial Personnel, none of the other directors / other key managerial personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise in this resolution.

The Board recommends the Ordinary Resolution set out at Item No. 9 and Special Resolution in Item No. 10 of the Notice for approval by the Members.


11

Item no 11The Board of Directors ('the Board') at its meeting held on 30th December, 2013 has appointed Mr. M.H. Chinoy (DIN - 00030223) as Wholetime Director of the Company, for a period of three years with effect from 1st January, 2014. But due to personal reasons, Mr. Chinoy has served a notice to the Company of his being unable to continue as Wholetime Director after the close of business hours on 31st December, 2014. Hence, in consideration of his services, the remuneration payable to Mr Chinoy for the period from 1st January, 2014 to 31st December, 2014 as Wholetime Director is as under :

(1) Salary - Rs.130,000/- per month

(2) Reimbursement of expenses relating - Rs. 20,000/- per month to car maintenance, petrol and driver

Perquisites provided shall be taken for the purpose of the remuneration paid to Mr. Chinoy at their respective value as computed under the Income tax Act, 1961.

In the event of loss or inadequacy of profits of the Company during the term of his appointment, Mr. Chinoy shall be entitled to the salary and perquisites as laid down above.

So long as Mr. Chinoy functions as the Whiletime Director, he shall not be entitled to receive fees for attending meetings of the Board or Committees thereof. However, subsequent thereto, Mr. Chinoy will be re-designated as Non-Executive Director w.e.f. 1st January, 2015.

This Agreement shall terminate on the commencement of the winding up (otherwise than for the purpose of effecting a change in the name of the Company or on a reconstruction) whether voluntarily or otherwise of the Company or in the event of the Company ceasing to carry on its business or in the event of Mr Chinoy ceasing for any reason to be a director of the Company.

This agreement may be terminated after the close of business hour on 31st December, 2014 and notwithstanding the termination of the Agreement executed, the undertakings given by Mr. Chinoy shall remain in full force and effect and the obligations of Mr. Chinoy there under shall be binding on him.

The payment of remuneration as stipulated above has been approved by a resolution passed by the then Remuneration Committee subject to approval of the members and the Central Government.

The above may be treated as a written memorandum setting out the terms of appointment fo Mr. Chinoy as Wholetime Director under Section 190 of the Companies Act, 2013.

Details regarding Mr. Chinoy and his brief profile have been annexed to this Notice. Keeping in view Mr. Chinoy's qualifications and experience, the Board is of the view that his appointment as Wholetime Director is beneficial to the Company.


Except Mr. Chinoy being one of the Key Managerial Personnel, none of the other directors / other key managerial personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise in this resolution.

The Board recommends the Special Resolution set out at Item No. 11 of the Notice for approval by the Members.

Item No. 12

Section 180(1)(a) of the Companies Act, 2013 which has replaced Section 293(1)(a) of the erstwhile Companies Act, 1956, provides that the Board of Directors can not, except with the consent of the members by means of a Special Resolution, create charge / mortgage on the Company's properties to secure the borrowed funds.

It is therefore, proposed to obtain the consent of the members, by passing a Special Resolution to enable the Company to create charge/ mortgage on its movable / immovable properties, present and future, in favour of the Banks / Financial Institutions and other lenders for securing the borrowings not exceeding at any time a sum of Rs. 1200 Crores (Rupees Twelve hundred Crores).

None of the Directors, Key Managerial Personnel of the Company and / or their relatives are concerned or interested, financially or otherwise, in this Special Resolution.


12

The Board of Directors recommends the Special Resolution set out at Item No. 12 of the Notice for approval by the members.

Item No. 13

At the Annual General Meeting of the Company held on 18th September, 2000 members of the Company had approved the borrowing of funds up to Rs. 1200 Crores ( Rupees Twelve hundred crores) through an Ordinary Resolution passed pursuant to Section 293(1)(d) of the Companies Act, 1956.

Section 180 (1) (c) of the Companies Act, 2013 which has replaced Section 293 (1) (d) of the Companies Act, 1956, provides that the Board of Directors can not, except with the consent of the shareholders by means of a Special Resolution, borrow money for and on behalf of the company for the purpose of Company's business in excess of the aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose.

Subsequently, the Ministry of Corporate Affairs ("MCA") has vide its General Circular No 4/2014 dated March 25, 2014 clarified that the resolution passed under section 293 of the Companies Act,1956 prior to 12.09.2013 with reference to borrowings (subject to the limits prescribed) and/or creation of security on assets of the company will be regarded as sufficient compliance of the requirements of section 180 of the Companies Act,2013 for a period of one year from the date of notification of section 180 of the Act.

It is therefore proposed to obtain the consent of the shareholders, by way of a Special Resolution, to enable the Company to borrow funds up to Rs. 1200 Crores (Rupees Twelve hundred Crores only).

None of the Directors / Key Managerial Personnel of the Company / their relatives is concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 13 of the Notice.

The Board recommends the Special Resolution set out at Item No. 13 of the Notice for approval by the Members of the Company.

Item No 14 :

The Articles of Association (hereinafter referred as "AOA") of the Company are based on the Companies Act, 1956 and some of the regulations in the existing AOA are no longer in conformity with the Companies Act, 2013 ("the Act").

Pursuant to implementation of the Companies Act, 2013, several regulations of the existing AOA of the Company require alteration or deletions. Hence, it is considered expedient to replace wholly the existing AOA by a new set of AOA.

The new AOA to be substituted in place of the existing AOA are based on Table "F" of the Act which sets out the model Articles of Association for a Company limited by shares.

A copy of the Articles of Association of the Company together with the proposed alterations are available in the Company's Website "www.duncansindustries.com" and also available for inspection by the Members at the Registered Office of the Company on all working days, except Saturdays between 2.00 P.M. and 4.00 P.M. prior to the date of the Annual General Meeting.

None of the Directors / Key Managerial Personnel of the Company / their relatives is concerned or interested, financially or otherwise, in the Special Resolution set out at Item No. 14 of the Notice.

The Board recommends this Special Resolution set out at Item No. 14 of the Notice for approval by the Members.

Item No 15 :

The Board of Directors of the Company on the recommendation of the Audit Committee has approved the appointment of Messrs R. J. Goel & Co., Delhi as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending 30th September, 2015 at a remuneration of Rs. 1.00 lac ( Rupees one lac only) plus applicable service tax as well as reimbursement of out of pocket expenses.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies ( Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.


13

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 15 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending 30th September, 2015.

The Board recommends the Ordinary Resolution set out at Item No. 15 of the Notice for approval by the members of the Company.

Item No 16 :

According to the provisions of Section 188 and other applicable provisions under the Companies Act, 2013 and Rules notified (as amended) there under and Clause 49 of the Listing Agreement executed between the Company and the Stock Exchange, the consent of the members by special resolution is proposed for entering into various types of transactions with related parties subject to conditions prescribed under said provisions.

Related party transactions as set out in Item no. 16 of the Notice upto the maximum amount per annum have been approved by the Board of Directors of the Company.

Disclosures as required under Rule 15 of the Companies (Meetings of Board and its powers) Rules, 2014 are given herein below:

1. Name of related parties:

The related parties are those as have been mentioned in the Resolution set out in item No. 16.

2. Name of Director or Key Managerial personnel who is related, if any:

None of the Director or Key Managerial Personnel is related with above related parties except Mr. G. P. Goenka, Executive Chairman/ Promoter Director and his relative, Mr. Shrivardhan Goenka, Director of the Company having direct / indirect control over the group Companies specified herein below.

3. Nature of relationship:

Name of related parties Nature of relationship

Duncans Tea Ltd. Promoters group Companies

Star Paper Mills Ltd.

Odyssey Travels Ltd.

Santipara Tea Co. Ltd.

ISG Traders Ltd.

Leyden Leasing and Financial Services Ltd. Wholly owned Subsidiary Companies

North India Fertilisers Ltd.

Pentonville Software Ltd.

Dail Consultants Ltd

4. Nature, material terms, monetary value and or arrangement particulars of the contract:

Nature of transactions, period of the transactions and monetary value of the transactions are referred in the resolution set out in Item no. 16. All transactions would be carried out as part of the business requirement of the Company and are ensured to be on arm's length basis however, as a good corporate governance practice the disclosure are being made for your approval.


14

5. Any other information relevant or important for the members to take a decision on the proposed resolution:

The Company is engaged in the business of cultivating, growing and processing of Tea. The Company enters into various transactions with the associated Companies as a part of business requirement of the Company and are ensured to be on arm's length basis.

Except the Executive Chairman, the Directors / the Promoter Directors and their relatives to the extent of their shareholding interest in the Company, no other director or Key Managerial Personnel or their relatives, is concerned or interested, financially or otherwise, in passing of this resolution.

Interested related party shareholders would not be eligible to vote on the resolution set out at item no. 16 of the Notice in term of Section 188 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Board recommends this Special Resolution set out at Item no. 16 of the Notice for approval by the members.

Registered Office: By Order of the Board"Duncan House"31, Netaji Subhas Road, (K. Mukhopadhyay)Kolkata - 700001 Secretary

Dated: 18th November, 2014


15

The Statement pursuant to Sub-clause (iv) of clause B of Section II of Part - II of Schedule V of the Companies Act, 2013 -

I. General Information

(1) Nature of Industry

The Company is operating in Tea business post demerger and transfer of Fertilizer Division of the Company pursuant to the Scheme sanctioned by Hon'ble BIFR vide its order dated 16th January, 2012. The Tea business has a capacity to produce about 15 million kgs. of black tea in plantations located in the State of West Bengal.

(2) Date or expected date of commencement of commercial production

The operations in tea plantations date back to the nineteenth century.

(3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus

Not applicable

(4) Financial performance based on given indicators

Financial performances (audited) over the last three financial years, are set out as under:-

(Rs. In lacs)

Year ended 31st March, 2012 (12th Months)

30th September, 2013 (18th Months)

30th September, 2014 (12th Months)

Profit / (Loss) before interest, depreciation, exceptional items and tax

(1474) 405 (969)

Finance Cost (1786) (2575) (1802)

Depreciation (297) (448) (298)

Exceptional Items 865 ------ -------

Profit /(Loss) from continuing operations

(2692) (2618) (3069)

Profit / (Loss) from discontinuing operations

70781 ------ --------

Tax Expenses ------- ------- --------

Profit / (Loss) for the year 68089 (2618) (3069)

Equity Share Capital 5322.27 5550.90 6075.90

Earning Per Share - Continuing operation (Basic)

(9.82) (9.55) (5.40)

(5) Foreign investments or collaborations, if any

Nil

II. Information about the appointees

(1) Background details

These have been adequately disclosed in the Annexure to the Notice.

(2) Past Remuneration: (Rs. in lacs)

Mr. G. P. Goenka Mr. Rajesh Sharma Mr. M.H. Chinoy

2011-12 (12th Months) Rs. --- --- ---

2012-13 (18th Months) Rs. 162.63 --- ---

2013-14 (12th Months) Rs. 158.61 11.96 11.70


16

Mr. Rajesh Sharma has been appointed as Additional Director with effect from 27th September, 2014 subject to approval of the members at 20th Annual General Meeting and designated as Managing Director of the Company for a period of three years with effect from the said date. Prior to 27th September, 2014, Mr. Sharma did not receive any remuneration from the Company.

Mr. M. H. Chinoy has been appointed as Wholetime Director of the Company with effect from 1st January, 2014 and will continue as Wholetime Director upto 31st December, 2014 as he has given a notice of his inability to continue as Wholetime Director after 31st December, 2014. Prior to 1st January, 2014, Mr. Chinoy was non-executive Independent Director of the Company and did not receive any remuneration other than sitting fee for attending the meetings of the Board and the Committees which have been discontinued on his appointment as Wholetime Director.

(3) Recognition or awards

Not Applicable

(4) Job Profile and their suitability

Subject to the supervision, control and direction of the Board, Mr. G. P. Goenka, Mr. Rajesh Sharma and Mr. M.H. Chinoy continue to oversee the activities of the Company for which they have substantial knowledge and experience.

(5) Remunerations proposed

These have been adequately disclosed in the Explanatory Statement attached to the Notice.

(6) Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of origin).

By virtue of vast experience, position and contribution to the field of activities of Mr. G. P. Goenka - Executive Chairman, Mr. Rajesh Sharma - Managing Director and Mr. M.H. Chinoy - Wholetime Director, they are eligible for the remunerations as proposed and their remunerations are not higher than that drawn by their peers in the industry.

(7) Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any.

Mr. Goenka is the Promoter Director re-designated as Executive Chairman of the Company and by virtue of his position, Mr. Goenka is interested in the business of the Company. Mr. Shrivardhan Goneka, son of Mr. G. P. Goenka, is a director of the Company.

Mr. Sharma and Mr. Chinoy have no direct or indirect interest in the business of the Company. No relative of Mr. Sharma or Mr. Chinoy is employed in the company.

Save and except what is set out herein, Mr. Goenka, Mr. Sharma and Mr. Chinoy are not entitled to remuneration from the Company under any other heads.

III Other information :

(1) Reasons for loss or inadequate Profits

(2) Steps taken or proposed to be taken for improvement

(3) Expected increase in productivity and profits in measurable terms

These have been elaborately disclosed in the Annual Report and Accounts of the Company for the year ended 30th September, 2014 forming part of this Notice.

IV. Disclosures :

The remuneration packages of the manegerial personnel have been described in the statement pursuant to Section 102 of the Act and are also provided in the Corporate Governance Report. The Board recommendes the resolution set out at item nos. 4, 10 and 11 of the Notice for approval of the members as the Special Resolutions.


17

Particulars of Directors seeking appointment / re-appointment at the 20th Annual General Meeting(Pursuant to Section 102 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement)

Particulars Mr. G.P. Goenka Mr. Shrivardhan Goenka

Mr. R.K. Bhargava Mr. T.S. Broca

Date of Birth 11.10.1940 09.08.1975 26.10.1935 29.09.1932

Date of Appointment 06.11.1993 14.11.2011 10.12.1993 10.12.1993

Qualification B.Sc. MBA, Kellog School of Management, Northwestern University, U.S.A.

IAS (Retd.) IAS (Retd.)

Expertise in specific functional area

Vast experience in Business Management

General Management, Finance and Marketing

Finance and Corporate Affairs Overall Business Management

Directorships held in other public companies

Energy Development Company Ltd., Jay Shree Tea & Industries Limited,NRC Limited,Stone India Limited andStar Paper Mills Limited.

Duncans Tea Limited,

ISG Traders Limited,

Odyssey Travels Limited,

Star Paper Mills Limited

and Stone India Limited,

Kajaria Ceramics Ltd.,

Noida Toll Bridge Co. Ltd.,

H.B. Portfolio Ltd. and

Asian Hotels Ltd. (West).

NIL

Chairmanship/Membership of Board Committees of other public companies

Stone India Ltd - Member - Nomination and Remuneration Committee

Star Paper Mills Limited - Member Audit Committee

Noida Toll Bridge Co. Ltd.- Chairman - Audit Committee - Member -Stakeholder Relationship Committee.

Asian Hotels Limited (West) - Member - Audit Committee, - Stakeholders Relationship Committee.

H.B. Portfolio Limited - Chairman - Audit Committee, Member - Stakeholders Relationship Committee.

Kajaria Ceramics Ltd - Member - Audit Committee

NIL

Relationship between Directors inter-se/ Nature of concern or interest

Promoter director Son of Mr. G.P. Goenka, Executive Chairman of the Company

None None

Number of equity shares of the Company held

1,41,948 Nil Nil 880


18

Particulars Dr. A.L. Ananthanarayanan

Mr. D. Sengupta Mr.Rajesh Sharma Mr. M.H. Chinoy

Date of Birth 26.06.1946 20.06.1942 24.05.1962 29.05.1938

Date of Appointment 14.11.2011 27.04.2007 27.09.2014 19.09.2000

Qualification B.Tech(Hons.)Phd. B.SC. PGDM B.E. (Chemical Engineering) Diploma, Northern Polytechnic, London, International & Export Management

Expertise in specific functional area

General Management Insurance and Re-insurance principles and practices, Risk analysis and Transfer exercises, Managing Human Resources, Corporate Fund Management, International business relationship etc.

Commercial Operations, Strategic Business Development, Supply Chain Management and overall Business Management.

Overall Business Management particularly with regard to Tea Industry.

Directorships held in other public companies

National Standard Tyre Moulds (India) Ltd, National Standard (India) Ltd.

DCM Shriram Consolidated Ltd., Reliance General Insurance Co. Ltd.

Nil Woodlands Multispeciality Hospital Limited

Chairmanship/Membership of Board Committees of other public companies

National Standard Tyre Moulds (India) Ltd - Member - Audit Committee,

Chairman - Stakeholders Relationship Committee

DCM Shriram Consolidated Ltd Member - Audit Committee,

Reliance General Insurance Co.Ltd Member-Audit Committee

Nil Nil

Relationship between Directors inter-se/ Nature of concern or interest

None None None None

Number of equity shares of the Company held

Nil Nil Nil 10

Registered Office: By Order of the Board"Duncan House"31, Netaji Subhas Road, (K. Mukhopadhyay)Kolkata - 700001 Secretary Dated: 18th November, 2014


DUNCANS INDUSTRIES LTDCIN : L28113WB1994PLC063452

Registered Office: Duncan House, 31,Netaji Subhas Road, Kolkata - 700001Tel: (033)2230-0962/2185 l Fax: (033)2248-6021 l E-mail: [email protected]

l Website: www.duncansindustries.com

ATTENDANCE SLIP

PLEASE FILL THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

I / we hereby record my / our presence at the 20th ANNUAL GENERAL MEETING of the Company held on Monday, the 29th December, 2014 at 10.00 A.M. at Kalakunj, Kalamandir Basement Hall, 48, Shakespeare Sarani, Kolkata - 700017.

DP Id* Folio No.

Client Id* No. of Shares

FULL NAME OF THE MEMBER (S)/ PROXY (In Block Letters)

Signature of Shareholder Signature of Proxy*Applicable for shareholders holding shares in electronic form

DUNCANS INDUSTRIES LTDFrom No. MGT -11

PROXY FORM[Pursuant to Section 105(6)of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN CIN : L28113WB1994PLC063452Name of the Company DUNCANS INDUSTRIES LIMITED Registered Office Duncan House, 31, Netaji Subhas Road, Kolkata - 700001

Tel:(033)2230-0962/2185 l Fax:(033)2248-6021Email: [email protected] l Website : www. duncansindustries.com

Name of the Member /sRegistered AddressE- mail IdFolio No/ Client IdDP Id

I/We, being the member (s) of _________________no. of equity shares of the above named Company, hereby appoint :

1 Name AddressE-mail IdSignature

Or failing him

2 NameAddressE-mail IdSignature

Or failing him

3 NameAddressE-mail IdSignature

as my/our proxy to attend and vote(on a poll) for me/us and on my/our behalf at the 20th Annual General Meeting of the Company, to be held on Monday, the 29th December, 2014 at 10.00 a.m at Kalakunj, Kalamandir Basement Hall, 48, Shakespeare Sarani, Kolkata - 700017 and at any adjournment thereof in respect of such resolutions as are indicated overleaf :

# #

®

®

Resolution No.

Resolution Resolution No.

Resolution

1 To receive, consider and adopt the audited statement of Profit & Loss of the Company for the year ended 30th September, 2014 and the Balance Sheet as at that date together with the Reports of the Directors and Auditors thereon

9 Appointment of Mr. Rajesh Sharma as the Director of the Company

2 Appointment of Director in place of Mr. Shrivardhan Goenka who retires by rotation and being eligible offers himself for re-appoitment

10 Approval of appointment of Mr. Rajesh Sharma as the Managing Director of the Company

3 Appointment of Auditors and fix their remuneration 11 Approval of appointment of Mr. M.H. Chinoy as Wholetime Director of the Company

4 Approval of Remuneration of Mr. G.P.Goenka, Executive Chairman for the period 1st April, 2014 to 31st March, 2015

12 Approval of Creation/ modification of Charge

5 Appointment of Mr. T.S. Broca as an Independent Director

13 Approval for borrowing limits of the Company

6 Appointment of Mr. R.K. Bhargava as an Independent Director

14 Approve and adopt the new Articles of Association of the Company

7 Appointment of Mr. D. Sengupta as an Independent Director

15 Approval for remuneration payable to the Cost Auditors of the Company

8 Appointment of Dr. A.L. Ananthanarayanan as an Independent Director

16 Approval to enter into related party transaction

Signed this..................... day of..................2014

Signature of shareholder______________________________

Signature of proxy holder_____________________________

Note :This form of proxy in order to be effective should be duly completed and deposited either at the Registered Office of the Company or at the Office of the Registrar and Share Transfer Agent, M/s CB Management Services (P) Ltd, P-22, Bondel Road, Kolkata - 700019 not less than 48 hours before the commencement of the meeting.

[ Affix a Revenue Stamp]


1

ANNUAL REPORT 2013 - 2014(For the year ended 30th September, 2014)

BOARD OF DIRECTORS Mr. G. P. Goenka, Executive Chairman Mr. Shrivardhan Goenka Mr. T. S Broca Mr. R. K. Bhargava Mr. D. Sengupta Dr. A. L. Ananthanarayanan Mr. S. K. Kinra, Special Director, BIFR Mr. Rajesh Sharma, Managing Director (Joined w.e.f. 27th September, 2014)Mr. A. K. Goel, Wholetime Director (Ceased to be WTD w.e.f. 1st January, 2014)Mr. M. H. Chinoy, Wholetime Director (w.e.f. 1st January, 2014)CHIEF FINANCIAL OFFICERMr. Rakesh SharmaSECRETARYMr. K. MukhopadhyayAUDITORSMessrs. Lodha & Co., Chartered AccountantsKolkata BANKERSState Bank of IndiaREGISTERED OFFICEDuncan House,31, Netaji Subhas Road,Kolkata - 700001Telephone : (033) 2230 0962/2185Fax : (033) 2248- 6021Email : [email protected] : www.duncansindustries.com REGISTRAR AND SHARE TRANSFER AGENTC B Management Services (P) LimitedP-22, Bondel Road, Kolkata - 700019Telephone : (033) 4011-6700 Fax : (033) 4011-6739Email : [email protected]


2


3

CONTENTS Page

Directors' Report 4

Management Discussion and Analysis 11

Corporate Governance 13

Standalone Financial Statements

Auditors' Report 26-31

Balance Sheet 32

Statement of Profit & Loss 33

Cash Flow Statement 34-35

Notes to the financial statements 36-55

Statement under Section 212 of the Companies Act, 1956 56-57

Offices and Statistical Information 58

Consolidated Financial Statements

Auditor's Report 59-60

Balance Sheet 61

Statement of Profit & Loss 62

Cash Flow Statement 63-64

Notes to the Consolidated Financial Statements 65-84


4

DIRECTORS' REPORT

To the Members of the Company

The Board of Directors of the Company submits the Twentieth Annual Audited Accounts for the year ended 30th September, 2014 :

FINANCIAL RESULTS (Rs. in lacs)

Current Year Previous Period (18th Months)Profit / (Loss) before, interest, depreciation, exceptional items and tax (969) 405Finance Cost (1802) (2575)Depreciation (298) (448)

Profit / (Loss) before tax (3069) (2618)

Tax expenses -- --

Profit / (Loss) for the year (3069) (2618)

DIVIDEND

The Company is a sick industrial company within the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) and the Rehabilitation Scheme sanctioned by the Hon'ble BIFR, is under the process of implementation. As per the provisions of the Scheme, no dividend on Preference and Equity Share capital is permissible.

REHABILITATION SCHEME :

The Rehabilitation Scheme of the Company as sanctioned by the Hon'ble BIFR vide its order dated 16th January, 2012 is under implementation. As reported in the earlier accounts, pursuant to the said Scheme, the Fertilizer Undertaking had been de-merged and transferred to Kanpur Fertilizers & Cement Ltd (KFCL) with effect from 1st October, 2010, leaving the tea operations with the Company.

PERFORMANCE OF THE COMPANY

In view of a severe drought in North Bengal during the beginning of the season this year, the Company was lagging behind its estimated production. The first significant rainfall was received as late as in the first week of May, 2014 and that too it was not widespread. Plucking was suspended at almost all the Company's tea gardens during the month of April, 2014 due to non-availability of leaf.

The revenue from operations for the year ended 30th September, 2014 was Rs.184.58 crores as against Rs.262.10 crores in the previous eighteen months period. Own crop during the year was 129.80 lac kgs of tea as against production of 220.81 lac Kgs. of tea in the eighteen months of the previous period. 127.81 lac kgs of tea was sold at an average price of about Rs.144.42 per kg in the current year as compared to sales of 181.29 lac kgs in the previous eighteen months period at an average price of Rs.144.71 per kg. Continuing adverse weather conditions in successive years in the Dooars and Terai areas caused the crop of the Company to be behind the targets. The increase in selling price did not improve the profitability due to lower production of tea, hike in the wage cost of labour pursuant to Memorandum of Settlement (MOS) arrived at amongst the Tea Association, Tea Plantation Workers Unions and the West Bengal Government on 4th November, 2011 and adverse impact of the steep increase in the cost of coal, fuel oil, electricity, fertilizers, agro chemicals, etc. The MOS with the workers, which was executed for three years period, is now due for a fresh agreement effective from 1st April, 2014 onwards.

Overall prospect of the tea business appears to be encouraging with a strong demand for CTC teas in which the Company is engaged predominantly.

The management has taken steps to revamp the operations of the tea business. Working capital is being augmented and the current year capital expenditure will improve long term prospects in generating future profitability. The Company is in the process of replacing high cost coal with alternative fuels i.e. waste wood / biomass, etc. Modernization of spraying equipments are under process which will reduce pest control cost. Application of organic fertilizers is under consideration. Priority is also given for uprooting and replanting of age old tea bushes in the tea estates of the Company to improve long term prospects. Extensive replanting done over the last three years will have a large bearing on crop in the immediate future.

With the efforts already undertaken, barring unforeseen circumstances, it is expected that performance of the tea business of the Company will improve significantly.


5

FIXED DEPOSITS

Pursuant to the Scheme sanctioned by the Hon'ble BIFR, the Company has refunded fixed deposits in settlement of the dues of fixed deposits holders and as on 30th September, 2014, refund warrants for 5428 fixed deposit holders aggregating to Rs.608.98 lacs remain un-encashed and requisite amounts are lying with the Bank for this purpose.

BOARD OF DIRECTORS

In terms of the provisions of the Companies Act and the Company's Articles of Association, Mr. Shrivardhan Goenka shall retire by rotation and being eligible, offers himself for re-appointment. The Board has appointed Mr. Rajesh Sharma as Managing Director of the Company for a period of three years with effect from 27th September, 2014. Mr. M.H. Chinoy who was appointed as Wholetime Director of the Company with effect from 1st January, 2014, will cease to be a Wholetime Director at the close of business hours on 31st December, 2014 being unable to continue as such. However, considering his long association with the Company, the Board will retain his service as Non-Executive Director of the Company effective from 1st January, 2015. The Board recommends the appointment / re-appointment of the aforesaid Directors at the ensuing Annual General Meeting.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, the Board of Directors is seeking appointment of Mr. T. S. Broca, Mr. R. K. Bhargava, Mr. D. Sengupta and Dr. A. L. Ananthanarayanan as Independent Directors for a term of five consecutive years i.e. upto the conclusion of the Twenty Fifth (25th) Annual General Meeting to be held in the calendar year 2019. Details of the proposal for appointment of Mr. Broca, Mr.Bhargava, Mr. Sengupta and Dr. Ananthanarayanan have been mentioned in Statement pursuant to Section 102 of the Companies Act, 2013 in the Notice of Annual General Meeting. The aforesaid directors fulfill the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors.

The Board is of the opinion that their continued association as Independent Directors shall immensely benefit the Company. The Board recommends their appointment as Independent Directors by the shareholders.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

Vide General Circular No. 2/2011 dated 8th February, 2011, the Ministry of Corporate Affairs (MCA), Government of India, has granted a general exemption to companies from attaching the Balance Sheet, Statement of Profit and Loss and other documents referred to in Section 212(1) of the Companies Act, 1956. Accordingly, the said documents are not being attached with the Balance Sheet of the Company. A statement containing brief financial details of the subsidiary companies for the year ended 31st March, 2014 is included in the Annual Report.

As required under the Listing Agreement entered into with the Stock Exchange, a Consolidated Financial Statement of the Company along with all its subsidiaries is attached. The Consolidated Financial Statement has been prepared in accordance with the relevant Accounting Standards. These Financial Statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiaries.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section forming part of this Report.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange, is annexed forming part of this Report. A certificate from the Statutory Auditors, confirming compliance of conditions of Corporate Governance as stipulated under the said Clause 49, is annexed forming part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, has been provided in the Annexure forming part of this Report.

PARTICULARS OF EMPLOYEES

The Company continued to have cordial and harmonious relations with its employees at all levels.

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

DIRECTORS' REPORT (contd.)


6

DIRECTORS' REPORT (contd.)

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that :

(i) in the preparation of the Annual Accounts for the year ended 30th September, 2014 the applicable Accounting Standards have been followed along with proper explanations and there are no material departures ;

(ii) such accounting policies as were reasonable and prudent were selected in preparing the accounts and these were applied consistently. Further judgments and estimates that were reasonable and prudent were also applied in the course of preparing the accounts so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the loss of the Company for the year ended 30th September, 2014;

(iii) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

MAINTENANCE OF A WEBSITE

The Website of the Company is functioning.

LISTING OF EQUITY SHARES

The Company's equity shares are listed with The National Stock Exchange of India Ltd (NSE) as well as traded in the BSE Ltd. The Company has paid the requisite listing fee to the Stock Exchange where the shares of the Company are listed.

AUDITORS

The Statutory Auditors, Messrs Lodha & Co., Chartered Accountants, who were appointed at the last Annual General Meeting held on 30th December, 2013 have expressed their willingness for re-appointment as Statutory Auditors at the ensuing AGM.

The Board, on the recommendation of the Audit Committee, has recommended the re-appointment of Messrs Lodha & Co., Chartered Accountants as Statutory Auditors for a consecutive period of three years in accordance with Section 139 of the Companies Act, 2013. The said Auditors have confirmed that their appointment, if made, shall be within the limit laid down under the relevant provisions of the Companies Act. Appropriate resolution seeking approval of the members to the said re-appointment is appearing in the Notice convening 20th AGM of the Company.

The observations in the Auditors Report have already been explained in the Notes forming part of the Financial Statements and further clarified as under :

Para 4(I)(a)-Outstanding long term loans and Advances have been explained in Notes 10(a)(i) and 10(b)(i) to the financial statements. These are group company advances given for strategic reasons and can only be dealt with in terms thereof. Para 4(I)(b)-Regarding non-ascertainment of impact of wage revision pending negotiation thereof has been explained in Note 19(i) to the financial statements. Para 4(I)(c)-Pursuant to the decision of the Hon'ble High Court at Calcutta in similar matter with regard to levy of salami, under certain circumstances the Company has filed an appeal against the imposition of salami before the appropriate authority, has been explained in Note 26 to the financial statements. Para 4(I)(d)-As regards managerial remuneration, necessary applications are pending for approval before MCA, as explained in Note 27 to the financial statements. Pending approval, the note and qualification is consequential in nature. Para 4(I)(e)-We are in the process of obtaining confirmations of debit and credit balances including advances, trade receivables, trade payables and other liabilities and necessary effects will be given on reconciliation thereof as explained in Note 28 to the financial statements.

ACKNOWLEDGEMENTS

The Directors of the Company wish to place on record their gratitude to the various departments of the Central Government, Government of West Bengal, banks, shareholders, vendors, customers and employees for their continued support.

For and on behalf of the Board

Place : Kolkata G. P. Goenka Dated : 18th November, 2014 Executive Chairman


7

ANNEXURE TO THE DIRECTORS' REPORT (contd.)

FORM-A

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

Year ended Period ended 30th September, 2014 30th September, 2013 (12 months) (18 months)

Power and Fuel Consumption

Electricity

a) Purchased Units ('000 kwh) 15179.73 23671.57

Total Amount (Rs./Lakhs) 1503.86 2166.11

Rate/Unit (Rs./kwh) 9.91 9.15

b) Own Generation

Unit ('000 kwh) 842.31 3448.97

Units per Litre of Diesel 2.62 2.63

Cost/Unit (Rs.) 23.17 19.78

Coal

Quantity (In Tonnes) 10561.78 17415.60

Total Cost (Rs./Lakhs) 920.74 1469.02

Average Rate (Rs./Tonne) 8717.70 8435.08

Fuel Oil

Quantity (K.Ltr.) 321.85 1310.52

Total Amount (Rs./Lakhs) 207.19 682.14

Average Rate (Rs./Ltr.) 64.37 52.05

Consumption per Unit of Production

Electricity (Kwh/Qtl) 121.39 108.22

Coal (Qtl/Qtl) 0.84 0.80


8

FORM - B

DISCLOSURE OF PARATICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION

RESEARCH AND DEVELOPMENT (R & D )

1 Specific areas in which R & D carried out by the Company None

2 Benefits derived as a result of the above R & D --

3 Future Plan of Action None

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

1 Efforts in brief made towards technology absorption, adoptation None and innovation

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

3 Imported Technology None

FOREIGN EXCHANGE EARNINGS AND OUTGO Year Ended Period ended 30th Sept, 30th Sept, 2014 2013 (12 months) (18 months)

Total Foreign Exchange Used and Earned Expenditure in Foreign Currency ( Rs. In lacs) 23.16 9.59

Earnings in Foreign Exchange -- --


9

ANNEXURE TO THE DIRECTORS' REPORT

PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

(a) The Company has taken the following measures for conservation of Energy :

(i) Continuation of installation of Power Capacitors at the factories in Tea Gardens.

(ii) Satisfactory trial usage of Briquettes for replacement of coal. In the long term programme, intend to set up briquetting plants generated from green matter/saw dust.

(b) Additional investments and proposals, if any, being implemented for reduction in consumption of energy :

(i) To install more Power Capacitors at factories in the gardens to achieve minimum power Factor of 0.95.

(ii) To replace phase-wise electrical old motors of CTC machines and dyers.

(iii) Part replacement of coal with biomass in rest of the Gardens.

(iv) Conversion of Engine driven irrigation sets to Electric motor driven Irrigation sets.

(c) Impact of measures (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production

Lower energy and fuel consumption.


10

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11

MANAGEMENT DISCUSSION AND ANALYSIS

The management of the Company is pleased to present its report pertaining to its core business of cultivating, growing and processing of tea.

1. Industry Structure and Development :

The tea industry is largely dependent on the vagaries of nature. As a result of deforestation and other environmental degradation, rainfall in some of the tea areas has become scarce with long dry spells. The first significant rainfall in this season was received as late as in the first week of May, 2014 and that too it was not widespread. Plucking was suspended at almost all the Company's tea gardens during the month of April, 2014 due to non-availability of leaf. Generally tea production picks up from the month of April, but of late harsh weather conditions in the beginning of the season have delayed tea production in many tea gardens. Irrigation, which was something unnecessary, has now become essential and the Company has given a thrust for extension of its irrigation facilities in more areas of its operations including up-gradation and modernization of the machinery and other assets. Priority has also been given for uprooting and replanting of age old tea bushes in the tea estates of the Company.

2. Opportunity and Threats:

Tea being an agricultural product, occupies a predominant place in the national economy and is also a highly labour intensive industry. The high cost of Indian tea is a deterrent against increasing export of tea from India. Good awareness level world over as to the health attributes of tea is leading to growing demand for good quality teas. The diverse agro-climatic conditions prevailing in the tea growing areas lend themselves to the production of a wide range of teas - black, (CTC, orthodox), green teas, etc. It should be the intention of the Government to take over some of the social costs which the industry is bearing on behalf of the State, so that the industry may become more competitive in the world market. In comparison to the major competitors in the world viz. Kenya and Sri Lanka, the areas under tea in India are much older and hence yielding much lower than the comparatively newer tea areas of other countries. The lower yield is also a reason for the high cost of production.

High labour cost, social cost, infrastructure costs and increasing energy and other input costs remain the major threats for the tea industry. In this regard, the Company is in the process of revamping its tea estates in order to keep itself cost competitive.

3. Performance:

The all India crop upto September, 2014 was down by 5.5 million kgs compared to the previous year. North India corp was down by 12 million kgs where as South India crop was up by 6.5 million kgs.

The Company has produced 129.80 lac kgs of tea and sold 127.81 lacs kgs of tea at an average price of Rs.144.42 per kg in the current year ended 30th September, 2014. The Company sells its tea mostly in bulk in the auctions. There is no demand in the export markets for the tea produced in the estates of the Dooars and Terai regions of West Bengal.

4. Outlook :

Increase in world consumption of tea without a corresponding increase in production, is expected to lead towards upward trend in prices for quality tea. The medium and plainer varieties of tea are struggling to sell at a remunerative level.

About the future of the industry, it can be said that within the domestic market, the demand is largely CTC led and the market is expected to be buoyant. Tea industry in spite of possessing a strong potential in the beverage sector needs to be developed scientifically. Tea has always been a major preference compared to other beverages as a result of people's consciousness and awareness in health matters.

5. Internal Control Systems and Their Adequacy:

The Company has an independent firm of Chartered Accountants appointed as Internal Auditors and also has an


12

in-house team of management accountants to evaluate the internal control systems and the checks and balances in the system to ensure that they are adequate.

The Audit Committee of the Board reviews internal audit observations and puts suggestions for corrective action for implementation. The Company's internal control systems and its effectiveness are also verified periodically by the Statutory Auditors and reported to the Audit Committee of the Board. Corrective actions wherever found appropriate are taken on a priority basis.

6. Financial and Operating Performance:

The financial and operating performance has been enumerated separately in the Financial Statements and explained in the notes forming part thereof.

7. Material Developments on the Industrial Relations Front:

Industrial relations between the management and the workmen remain cordial.

8. Cautionary Statement :

Statements made in this Report describing the Company's objectives, projections, expectations, estimates, etc. may be forward looking statements within the meaning of applicable laws and regulations. Many unforeseen factors beyond the control of the Company may come into play and affect the actual results, which could be different from what the Board of Directors envisages in terms of future performance and outlook. Market data and product information contained in this Report have been based on information gathered from various published and unpublished reports, and their accuracy, reliability and completeness cannot be assured. Further, the growth of the industry depends upon Government policies, global economic scenario and vagaries of nature and any adverse / favourable situation may change the outlook.


13

REPORT ON CORPORATE GOVERNANCE(Pursuant to Clause 49 of the Listing Agreement)

The Directors present the Company's Corporate Governance Report for the year ended September 30, 2014.

1. The Company's Philosophy on Corporate Governance

Corporate Governance is a set of systems and practices to ensure that the Company follows the principles of integrity, fairness, equity, transparency, accountability and commitment to values. Good governance practices stem from the dynamic culture and positive mindset of the organisation. The Company is committed to good governance practices that constitutes the strong foundations on which successful commercial enterprises are built to last. Corporate Governance at the Company is a well established framework that helps to manage the Company's affairs in a fair, accountable and transparent manner with the objective to enhance stakeholder value and meet the expectations of the society.

In accordance with Clause 49 of the Listing Agreement entered into with the Stock Exchange, the details of the Corporate Governance systems and processes are in compliance with by the Company.

2. Board of Directors ("the Board")

In terms of the Corporate Governance Policy of the Company, all statutory and other significant and material information is placed before the Board to enable it to discharge its responsibilities of supervision, control, and direction of the Company as the trustees of the stakeholders. The Board of Directors, as part and parcel of its functioning, also periodically reviews its role.

Composition

(i) The composition of the Board is in conformity with Clause 49 of the Listing Agreement entered into with the Stock Exchange.

(ii) None of the Directors on the Board is a Member of more than ten Committees or acts as Chairman of more than five Committees across all companies in which he is a Director. Necessary disclosures regarding Committee positions in other public companies as on September 30, 2014 have been made.

(iii) The names and categories of the Directors on the Board, their attendance at Board Meetings held during the year ended 30th September, 2014 and the number of Directorships and Committee Chairmanships held by them in other companies, are given herein below. Chairmanship / Membership of Board Committees include only the Audit Committee and the Stakeholders' Relationship Committee (formerly Shareholders'/ investors' Grievance Committee) -


14

Directors Category No. of Board Meeting held

during the year ended 30th

September, 2014

Whether attended last AGM held on

30th December,

2013

Directorships held in other Public

Companies

Committee positions held in other Public

Companies

Held Attended Chairman Member Chairman Member

Mr. G. P. Goenka *

Executive Chairman

5 4 No 3 5 - -

Mr.Shrivardhan Goenka

Non Executive Director

5 5 Yes - 5 - -

Mr. T. S. Broca Independent Director

5 - No - - - -

Mr. R.K. Bhargava

Independent Director

5 4 No - 4 2 5

Mr. D. Sengupta Independent Director

5 2 No - 2 - 2

Mr.M. H. Chinoy** Wholetime Director

5 4 No - 1 - -

Dr.A. L. Anantha narayanan

Independent Director

5 2 Yes - 3 1 1

Mr. S.K. Kinra Special Director, BIFR

5 5 Yes - 1 - 1

Mr. A.K. Goel*** Wholetime Director

5 2 Yes - - - -

Mr. Rajesh Sharma****

Managing Director

5 - NA - - - -

*Mr. G. P. Goenka - Redesignated as Executive Chairman w.e.f. 27th November, 2013

** Mr.M.H. Chinoy - Ceased to be an Independent Director at the close of business hours on 31.12.2013 and ap-pointed as Wholetime Director w.e.f. 01.01.2014

*** Mr. A.K. Goel- Ceased to be the Wholetime Director at the close of business hours on 31.12.2013**** Mr. Rajesh Sharma, Managing Director - Appointed w.e.f. 27.09.2014

Meeting Details During the year ended 30th September, 2014, five Board Meetings were held on 27th November, 2013, 30th December, 2013, 10th February, 2014, 13th May, 2014 and 11th August, 2014. The required quorum was present in all the aforesaid Meetings.

Data / information required pursuant to Annexure - 1A to Clause 49 of the Listing Agreement were placed before the Board.

3. Committees of the Board

The Company has the following Board level Committees:A) Audit Committee B) Stakeholders' Relationship Committee ( Formerly Shareholders' / Investors' Grievance Committee) C) Nomination and Remuneration Committee ( Formerly Remuneration Committee)

The Board of Directors of the Company takes all decisions with regard to constituting, assigning, co-opting, delegating and


15

fixing the terms of reference of the Committees. Recommendations / decisions of the Committees are submitted / informed to the Board for approval / information.

A. Audit Committee

Composition of the Audit Committee and the details of the meetings attended by the Members :

Name Category Number of meetings held

Held Attended

Mr. T.S. Broca (Chairman) Independent Director 4 -

Mr.R.K. Bhargava Independent Director 4 4

Dr. A.L. Ananthanarayanan Independent Director 4 1

Mr. D. Sengupta* Independent Director 4 -

Mr. S.K. Kinra, Special Director, BIFR Independent Director 4 4

Mr. M.H. Chinoy** Independent Director 4 1

*Appointed w.e.f. 11.08.2014** Ceased to be an Independent Director at the close of business hours on 31st December, 2013.

Meeting Details

During the year ended 30th September, 2014, four Audit Committee Meetings were held on 27th November, 2013, 10th February, 2014, 13th May, 2014 and 11th August, 2014. The required quorum was present in all the aforesaid meetings.

The Secretary of the Company acts as the Secretary to the Committee.

The constitution of the Audit Committee is in line with provisions of Clause 49 of the Listing Agreement entered into with the Stock Exchange. The composition of the Committee meets the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. Members of the Audit Committee possess financial / accounting expertise/ exposure.

The role of the Audit Committee inter alia, includes the following :

The terms of reference of the Audit Committee broadly covers the areas specified in Clause 49 of the Listing Agreement and are briefly described as under -

l Over view of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible information is disclosed.

l Recommending to the Board, the appointment, re-appointment and if required, the replacement or removal of the statutory auditors, including cost auditors and fixation of audit fees and other terms of appointment.

l Approval of payment to statutory auditors including cost auditors for any other services rendered by them.l Reviewing with the management the annual financial statements before submission to the Board for approval, with

particular reference to :

Ø Changes, if any, in accounting policies and practices and reasons for the same.Ø Major accounting entries involving estimates based on the exercise of judgment by management.Ø Significant adjustments made in the financial statements arising out of audit findings.Ø Compliance with listing and other legal requirements relating to financial statements.Ø Disclosure of any related party transactions.Ø Qualifications in the draft audit report.

l Reviewing with the management, the quarterly financial statements before submission to the board for approval.l Reviewing with the management the performance of the Statutory and Internal Auditors, adequacy of internal

control system.l Discussion with Staturory Auditors before the audit commences about the nature and scope of audit as well as post

audit discussion to ascertain any area of concern,l Discussion of contingent liabilities.l Reviewing the adequacy of internal audit function, including the nature and scope of internal audit.


16

l Discussion with internal auditors of any significant findings and follow up thereon.l Reviewing the findings of any internal investigations by internal auditors into matters where there is suspected fraud

or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board. l Reviewing the company's financial and risk management policies.l Considering such other matters as may be required by the Board.l The committee invites such of the executives, as it considers appropriate particularly the head of the finance and

such other executives. Further, the representatives of the Statutory Auditors and the Internal Auditors are also invited at its meetings.

B. Nomination and Remuneration Committee (formerly known as Remuneration Committee) Composition of the Nomination and Remuneration Committee (formerly known as Remuneration Committee) and

the details of meetings attended by Members :

Name Category Number of Meetings

Held Attended

Mr.T. S. Broca (Chairman) Independent Director 4 1

Mr. G.P. Goenka* Executive Chairman 4 1

Mr R. K. Bhargava Independent Director 4 4


Mr. M.H. Chinoy** Independent Director 4 1

*Mr. G.P. Goenka - Appointed as a Member w.e.f. 13.05.2014** Mr. M.H. Chinoy - ceased to be an Independent Director at the close of business hours on 31st December, 2013.

Meeting Details

During the year ended 30th September, 2014, four meetings of the Nomination and Remuneration Committee (formerly Remuneration Committee) were held on 27.11.2013, 9.01.2014, 13.05.2014 and 11.08.2014. The required quorum was present in all the aforesaid meetings.

The Secretary of the Company acts as the Secretary to the Committee.

Terms of Reference of the Committee, inter alia, includes the following :

l The Committee shall identify persons who are qualified to become Directors and who may be appointed in Senior Management( one level below the Board of Directors), recommend to the Board their appointment and removal and carry out evaluation of the Independent Directors and the Board:

l Reviewing the overall compensation policy, service agreements and other employment conditions of the Executive Chairman / Managing Director / Wholetime Directors(s) and Senior Management;

l Recommend the size and compensation (including functional specialization) of the Board and establish procedures for the nomination process;

l Structure and design a suitable succession planning policy for the Board and the Senior Management team of the Company;

l Carry out any other function as is mandated by the Board from time to time and / or required by any statutory notification, amendment or modification as may be applicable.


17

C. Stakeholders' Relationship Committee ( formerly known as Shareholders' / Investors Grievance Committee)

Composition of the Stakeholders' Relationship Committee (formerly known as Shareholders / Investors' Grievance Committee) and the details of meetings attended by Members :

Name Category Number of Meetings

Held Attended

Mr. R.K. Bhargava (Chairman) Independent Director 4 4

Mr. D. Sengupta* Independent Director 4 Nil


Mr. M. H. Chinoy ** Wholetime Director 4 4

Mr. A.K. Goel*** Wholetime Director 4 1

*Appointed Member w.e.f. 13.05.2014

** Ceased to be an Independent Director at the close of business hours on 31.12.2013 and appointed as Wholetime Director w.e.f. 1.1.2014

*** Ceased to be the Wholetime Director at the close of business hours on 31.12.2013

Meeting Details

During the year ended 30th September, 2014, four meetings of the Stakeholders Relationship Committee were held on 27.11.2013, 10.02.2014, 13.05.2014 and 11.08.2014. The required quorum was present in all the aforesaid meetings.

The Secretary of the Company acts as the Compliance Officer of the Committee.

Terms of Reference of the Committee, inter alia, includes the following :l Oversee and review all matters connected with the transfer of the Company's securities;l Approve issue of Company's duplicate shares; l Monitor redressal of investors' / shareholders' grievances;l Oversee the performance of the Company's Registrars and Share Transfer Agents;l Recommend methods to upgrade the standard of services to investors;

l Monitor implementation of the Company's Code of Conduct for Prohibition of Insider Trading;

l Carry out any other function as is referred by the Board from time to time or enforced by statutory notification / amendment or modification as may be applicable.

Investors Grievance Redressal

The Company has always valued its investor relationships and this philosophy has been extended through sorting out grievances of investors, focusing on servicing the needs of investors and the investing public.

Details of investors complaints received and redressed during the year ended 30th September, 2014 are as follows :

Opening Balance Received during the year Resolved during the year Closing Balance

NIL 3 3 NIL

Directors' Remuneration :

The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically. The remuneration policy is in consonance with the existing industry practice.

The remuneration to the Non - Executive Directors is restricted only to sitting fees for attending meetings of the Board, Audit Committee, Nomination and Remuneration Committee (formerly known as Remuneration Committee) and Stakeholders' Relationship Committee (formerly known as Shareholders' / Investors' Grievance Committee). Sitting fees to the Non- Executive Directors /Independent Directors are paid Rs.10,000/- per Board Meeting, Rs.10,000/- per meeting of the Audit


18

Committee, Rs.2,000/- per meeting of the Nomination and Remuneration Committee (formerly Remuneration Committee) and Rs.500/- per meeting of the Stakeholders' Relationship Committee (formerly Shareholders/ Investors' Grievance Committee). The Company also reimburses the out of pocket expenses incurred by the Directors for attending the meetings.

l Details of Remuneration paid to the Directors for the year ended September 30, 2014 :

(a) Non- Executive Directors for attending the Board and Committee meetings

Name Board (Rs.)

Audit Committee

(Rs.)

Nomination & Remuneration

Committee (Formerly

Remuneration Committee)

(Rs.)

Stakeholders' Relationship Committee (Formerly

Shareholders'/ Investors' Grievance

Committee) (Rs.)

Total (Rs.)

Mr. Shrivardhan Goenka 50,000/- - - - 50,000/-

Mr. R.K. Bhargava 40,000/- 40,000/- 8,000/- 2,000/- 89,000/-

Mr. T. S. Broca - - 2,000/- - 2,000/-

Mr. D. Sengupta 20,000/- - - - 20,000/-

Mr. M. H. Chinoy 10,000/- 10,000/- 2,000/- 500/- 22,500/-

Dr. A.L. Ananthanarayanan 20,000/- 10,000/- - - 30,000/-

Mr. S. K. Kinra - Special Director, BIFR

50,000/- 40,000/- 8,000/- 2,000/- 1,00,000/-

(b) Executive Directors ( Rs. in lacs)

Name Salary including performance pay *

Perquisites and other benefits

P.F. Contribution Total

Mr.G.P. Goenka 78.93 71.65 8.03 158.61

Mr. Rajesh Sharma 11.92 -- 0.04 11.96

Mr. A.K. Goel 10.60 3.24 0.58 14.42

Mr. M.H. Chinoy 11.70 -- -- 11.70

* The Company does not have pension benefit scheme and Stock Option Scheme. The above remuneration excludes contribution to Gratuity Fund payable on determination of the contract.

Details of shares of the Company held by the Directors for the year ended 30th September, 2014 :

Name No. of Shares

Mr. G.P.Goenka 141948

Mr. T.S.Broca 880

Mr. M.H.Chinoy 10

The Company has not issued any convertible instrument during the year ended 30th September, 2014.


19

4.(i) General Body Meetings

(a) Annual General Meeting :

During the preceding three years, the Company's Annual General Meetings were held as follows -

Details Date Time Venue

17th Annual General Meeting 2010-11

December 20, 2011 10.00 A.M. Kalakunj, Kalamandir Basement Hall, 48,

Shakespeare Sarani, Kolkata - 700017


September 24, 2012 10.00 A.M. G.D. Birla Sabagar, 29, Ashutosh Choudhury

Avenue, Kolkata - 700019


December, 30, 2013 10.00 A.M. Kalakunj, Kalamandir Basement Hall, 48,


(b) Extraordinary General Meeting :

No Extraordinary General Meeting of the Members of the Company was held during the year ended 30th September, 2014.

(ii) Postal Ballot :

No postal ballot was conducted during the year ended 30th September, 2014.

(iii) Special Resolutions :

At the 17th Annual General Meeting of the Company held on 20th December, 2011, a Special Resolution was passed regarding reduction of existing subscribed and paid up equity share capital of the Company as provided in the Draft Rehabilitation Scheme circulated by the Board for Industrial and Financial Reconstruction (BIFR) vide its order dated 1st June, 2011.

At the 18th Annual General Meeting of the Company held on 24th September, 2012, a Special Resolution was passed for the appointment and remuneration of Mr. G.P. Goenka as Wholetime Director.

At the 19th Annual General Meeting of the Company held on 30th December, 2013, a Special Resolution was passed for the redesignation and revision of remuneration of Mr. G.P. Goenka, as Executive Chairman of the Company and re appointment and payment of remuneration of Mr. A.K. Goel, as Wholetime Director for the period from 09th August, 2013 to 31st December, 2013.

5. Disclosures

(i) Materially significant related party transactions which may have potential conflict with the interest of the Company at large :

There was no non-compliance in the last three years.

(ii) Details of non-compliance, penalties, strictures imposed on the Company by Stock Exchange or SEBI or any Statutory Authority, on any matter related to capital markets, during the last three years i.e. 2011-12, 2012-13 and 2013-14 respectively :

None

(iii) Adoption of non- mandatory requirements of Clause 49 :

The Board of Directors has decided to defer the implementation of Whistle Blower Policy. However, no employee is denied access to the Audit Committee which is already in existence. Besides, the Company maintains Chairman's office at the Company's cost as approved.


20

(iv) Secretarial Audit :

A qualified Company Secretary in Practice carried out a share capital audit to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) with the total issued and listed equity share capital. The audit report conforms that the total issued / paid up capital is in agreement with the total number of shares in physical form and the total number of shares in dematerialized form held with NSDL and CDSL.

(v) Compliance Certificate of the Auditors :

Statutory Auditors' Certificate certifying as stipulated in Clause 49 of the Listing Agreement with Stock Exchange that the Company is in compliance with the conditions of Corporate Governance, has been annexed to this Annual Report. The Certificate in this regard has been forwarded to the Stock Exchange (s) along with the Annual Report of the Company.

6. Means of Communication :

(i) The quarterly un-audited financial results of the Company are published in newspapers within the stipulated period for each quarter and Limited Review Reports are submitted to the Stock Exchanges along with quarterly financial results. Such quarterly results are normally published in the Financial Express (English) and Kalantar (Bengali).

(ii) Information relating to shareholding pattern is submitted to National Stock Exchange of India Ltd (NSE) through designated software and simultaneously physical copy by Fax / courier to NSE and BSE.

(iii) The Report of the Directors includes all aspects of the Management Discussion and Analysis Report and forms a part of the Company's Annual Report.

7. Shareholders General information :

(i) Annual General Meeting :

Date : 29th December, 2014

Time : 10.00 A.M.

Venue : Kalakunj, Kalamandir Basement Hall, 48,


As required under Clause 49(IV) (G) of the Listing Agreement entered into with the Stock Exchange, particulars of Directors seeking appointment / re-appointment at the Annual General Meeting (AGM) have been given in the Annexure to the Notice of the AGM to be held on 29th December, 2014.

(ii) Financial Calendar :

Year ending : September, 30

AGM : December

Dividend : The Company is a sick industrial company as per provisions of SICA. In terms of the Scheme sanctioned by BIFR, the Company cannot declare any dividend without prior approval of BIFR during the rehabilitation period. During the current period, there is no profit for the purpose of considering dividend.

(iii) Book Closure : As mentioned in the Notice of the AGM, the Book Closure will be from Tuesday, the 23rd December, 2014 to Monday, the 29th December, 2014, both days inclusive.


21

(iv) Listing / trading on the Exchange : National Stock Exchange of India Ltd. Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400051

BSE Limited 25th Floor, P.J. Towers, Dalal Street, Mumbai - 400001 [permitted trading](v) Stock Codes / Symbol

National Stock Exchange of India Ltd : DUNCANS LTD

BSE Ltd : 590063

Listing Fee : Listing fee as applicable for NSE has been paid for 2014-15

(vi) Corporate Identification Number (CIN) : L28113WB1994PLC063452

(vii) Market Price Data :

High, Low Quotes and number of Shares traded in each month during the period 1st October, 2013 to 30th September, 2014 on National Stock Exchange of India Ltd and BSE Ltd.

Month NSE BSE

High Low Total No. of Shares

traded

High Low Total No. of Shares

traded

2013

October 18.45 15.00 40777 18.50 15.60 74833

November 18.90 16.30 55579 19.00 16.20 166680

December 19.90 15.65 30244 18.00 15.95 78324

2014

January 19.15 13.35 212686 19.00 14.60 247895

February 16.85 13.15 45242 15.40 13.50 56954

March 17.50 13.50 51147 18.30 13.70 238917

April 18.85 16.10 80190 18.50 16.05 197882

May 24.65 15.15 173201 25.50 15.25 555865

June 29.00 22.60 136280 29.15 22.70 444440

July 29.75 25.05 69183 29.30 25.15 286627

August 29.20 24.55 66515 29.20 24.75 358590

September 31.60 27.25 116071 32.40 26.55 409075

(viii) Registrar and Share Transfer Agent

Name and Address : C B Management Services (P) Ltd P- 22, Bondel Road, Kolkata - 700019 Phone No. : (033) 4011- 6700 Fax No. : (033) 4011-6739 E-mail : [email protected]


22

(ix) Place for acceptance of documents: Documents are accepted at : C B Management Services Pvt. Ltd P-22, Bondel Road, Kolkata - 700019 Time : 10.30 A.M. to 3.30 P.M. (On all working days except Saturday)

Shareholders holding shares in electronic form should address their correspondence to their respective Depository Participants.

(x) Share Transfer System :

As on 30th September, 2014 about 97.29% of the total Equity Share Capital of the Company comprising of 59110267 Equity Share of Rs.10/- each of the Company is held in dematerialized form. Transfer of these shares is done through the Depositories without any involvement of the Company. Regarding transfer of shares in physical form, the transfer documents are processed by the Company's Registrar and Share Transfer Agents (RTA) at the above mentioned address normally within the statutory time frame under listing agreement and the Share Certificates are returned duly transferred in favour of transferees, if the documents received are complete in all respects. Share Transfers under objections are returned immediately. The Stakeholders Relationship Committee (Formerly Shareholders'/Investors' Grievance Committee) of the Board considers the transfer proposals in physical form in excess of 1000 shares. Requests for transfer up to 1000 shares are processed by the Company's Registrar and Share Transfer Agents.

(xi) Shareholding Pattern for the year ended 30th September, 2014 :

Distribution of Equity Shareholding :

No of Shares Shareholders Shares

Number % Number %

Upto 500 15585 88.57 1575922 2.59

501 to 1000 923 5.25 699044 1.15

1001 to 2000 523 2.97 811721 1.34

2001 to 3000 153 0.87 382109 0.63

3001 to 4000 115 0.65 426197 0.70

4001 to 5000 62 0.35 278588 0.46

5001 to 10000 130 0.74 934921 1.54

10001 and above 106 0.60 55650534 91.59

Total 17597 100.00 60759036 100.00

(xii) Category of Equity Shareholders as on 30th September, 2014 :

Category No. of Shares % of Shareholding

Promoters 50464616 83.06

Mutual Funds & Unit Trust of India 520 0.00

Banks, Financial Institutions & Insurance Companies 552192 0.91

Others 9741708 16.03

Total 60759036 100.00

(xiii) Dematerialization of Equity Shares and liquidity

The Company's shares are compulsorily traded in dematerialized form and are available for trading on both the depositories of India viz. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd (CDSL). Equity shares of the company comprising 97.29 % of the Company's equity share capital are in dematerialized form as on September 30, 2014.


23

The Company's equity shares are regularly traded on the National Stock Exchange of India Ltd. and BSE Ltd.

Under the Depository System, the International Securities Identification Number (ISIN) allotted to the Company' share is INE 508A01022.

(xiv) Outstanding GDRs / ADRs / Warrants or any Convertible Instruments, conversion date and likely impact on Equity Capital.

The Company has not issued any GDRs/ ADRs/ warrants or any convertible instruments in the past and does not have any outstanding GDRs/ ADRs/ Warrants or any convertible instruments for the year ended 30th September, 2014.

(xv) Financial Calendar :

The publication of financial results during 2014-15 (after closing of the financial year 2013-14 for year ended 30th September, 2014) is / will be as follows :

(i) First quarterly results : within 45 days from the end of the quarter

(ii) Second quarterly results : within 45 days from the end of quarter

(iii) Third quarterly results : within 45 days from the end of quarter

(iv) Fourth quarterly results/ Audited : within 60 days from the end of the quarter

(xvi) Unclaimed Shares :

In accordance with the requirement of Clause 5A of the Listing Agreement -

The position of unclaimed shares is being further re-assessed post reduction of Equity Share Capital pursuant to the Scheme sanctioned by Hon'ble BIFR before transferring to the 'Unclaimed Suspense Account' opened with HDFC Bank Ltd, Kolkata.

(xvii) Tea Gardens Locations

Tea Estates Address

Birpara P.O. - Birpara - 735 204, Dist. - Jalpaiguri, West Bengal

Hantapara P.O.- Madarihat - 735 220, Dist. - Jalpaiguri, West Bengal

Dumchipara, Lankapara, Tuslipara & Garganda

P.O.- Ramjhora - 735228, Dist. - Jalpaiguri, West Bengal

Killcott & Nagaisuree P.O. - Matelli - 735 223, Dist. - Jalpaiguri, West Bengal

Bagracote P.O. - Bagracote - 734 501, Dist. Jalpaiguri, West Bengal

Gungaram P.O. - Bagdogra - 734 222, Dist, Darjeeling, West Bengal

Runglee Rungliot P.O.- Rangli Rangliot - 734 226, Dist. Darjeeling, West Bengal

Marybong P.O. - Ghoom - 734 102, Dist. - Darjeeling, West Bengal

Terai Land P.O. - Asharu Busty - 733 207, Dist. Uttar Dinajpur, West Bengal

Madarihat P.O. Birpara - 735204, Dist. Jalpaiguri, West Bengal

Registered Office and address for correspondence Registered Office Address Duncans Industries Ltd, 'Duncan House', 2nd Floor, 31, Netaji Subhas Road Kolkata - 700 001 Phone - 033-22300962 / 22302185, Fax - 033-22486021 E-mail - dil_ [email protected] Website - www. duncansindustries.com


24

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT This is to confirm that the Company has adopted a Code of Conduct for the Board members and senior management personnel.

We confirm that the Company has, for the year ended 30th September, 2014, received from the members of the Board and the senior management personnel of the Company a declaration of compliance with the Code of Conduct as applicable to them.

Place: Kolkata Rajesh SharmaDated: 18th November, 2014 Managing Director

AUDITORS' CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCETo the Members of

Duncans Industries Limited

1) We have examined the compliance of conditions of Corporate Governance by Duncans Industries Limited for the year ended 30th September,2014 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchanges in India.

2) The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was carried out in accordance with the Guidance Note on certification of Corporate Governance (as stipulated in Clause 49 of the Listing Agreement) issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of the opinion on the financial statement of the Company.

3) The Chairman of the Audit Committee could not attend the Annual General Meeting held on 30th December, 2013 due to his illness and in his absence shareholders' queries were addressed by the Chairman of the Company.

4) In our opinion and to the best of our information and explanations given to us and the representations made by the Directors and the management, we certify that except as given in para 3 above, the company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

5) The framework of risk management and its controls are yet to be defined.

6) We further state that such compliance is neither an assurance as to future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For Lodha & Co. Chartered AccountantsKolkata Firm ICAI Registration No. 301051EDated : 18th November, 2014 R. P. Singh Partner Membership No. 52438


25

The Board of DirectorsDuncans Industries Limited

Dear Sirs,

Sub : Certification under clause 49 of the Listing Agreement

We, hereby certify that :

a) We have reviewed financial statements of the Company and the related cash flow statement for the year ended 30th September, 2014 and that to the best of our knowledge and belief :

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the Company's affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year under review which are fraudulent, illegal or violative of the Company's code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the auditors and the Audit Committee :

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) that no instances of significant fraud have occurred during the year under review.

For Duncans Industries Limited

Place : Kolkata RAJESH SHARMADated : 18th November, 2014 Managing Director

RAKESH SHARMAChief Financial Officer


26

INDEPENDENT AUDITORS' REPORTTo the Members of Duncans Industries Limited

1. Report on the Financial Statements

We have audited the accompanying financial statements of Duncans Industries Limited ("the Company"), which comprise the Balance Sheet as at September 30, 2014, the Statement of Profit and Loss, the Cash Flow Statement, significant accounting policies and other notes thereon for the year ended on that date.

2. Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ('the Act') read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

4. Basis for Qualified Opinion

(I) Attention is invited to the following notes to the financial statements:

a) Note 10 (a) (i) and 10(b)(i) regarding shortfall in value of loans and advances given to certain companies;

b) Note 19(i) regarding non ascertainment of impact of wage revision pending negotiations thereof;

c) Note 26 regarding non-provision of Rs. 811.67 lacs demanded by the appropriate authorities as 'Salami' on renewal of lease in certain circumstances;

d) Note 27 regarding payment of managerial remuneration amounting to Rs.719.30 lacs (including Rs.196.68 lacs for the year) which is subject to approval of the Central Government;

e) Note 28 regarding certain debit and credit balances including advances, trade receivables, trade payables and other liabilities which are subject to confirmation and reconciliation thereof;

(II) Impacts with respect to Para a) to e) above are presently not ascertainable and as such cannot be commented upon by us.


27

5. Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 30th September, 2014;

(b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

6. Emphasis of Matter

Without qualifying our opinion on this matter, we draw attention to Note 24 (a) to the financial statements which indicate that inspite of the Company's networth becoming negative, the accounts have been prepared on going concern basis. The Company's ability to continue as a going concern is dependent upon the outcome of the measures as per BIFR scheme under implementation and other ameliorative steps and prospects thereof and as such, we are unable to comment on the same.

7. Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditors' Report) Order, 2003 as amended by the Companies (Auditors' Report) (Amendment) Order, 2004 ('the Order') issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by section 227(3) of the Act, we report that:

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

b. In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. Except for the possible effects of the matters described in Para 4(I)(b) above under Basis for Qualified Opinion paragraph (Note 19(i) of the financial statements), in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in Section 211 (3C) of the Act read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; and

e. As per the legal opinion received and on the basis of written representations received from the directors as on September 30, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on September 30, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Act.

For Lodha & Co. Chartered Accountants Firm ICAI Registration No: 301051E

R.P.SinghPlace: Kolkata PartnerDate: 18th November, 2014 Membership No. 52438


28

ANNEXURE TO THE AUDITORS' REPORT REFERRED TO IN PARAGRAPH 6 THEREOF

i) a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets.

b) All the fixed assets have not been verified by the management during the year but according to the information and explanations given to us, there is a regular programme of verification which, in our opinion, is reasonable having regard to the size and the nature of its assets. In respect of assets verified during the year, no material discrepancies have been noticed.

c) In our opinion, during the year, the company has not disposed off substantial part of its fixed assets.

ii) a) The inventory, as explained to us, has been physically verified during the year by the management in a phased manner. Necessary confirmations with respect to year end stock lying with third parties was not available. In respect of certain materials stored in heaps such verification has been done on the basis of visual estimation / survey and/or volumetric measurement technique.

b) In our opinion, read together with Para (ii) (a) above, the procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and nature of its business.

c) In our opinion, the company has maintained proper records of its inventory and as explained to us, the discrepancies observed on such verification between the physical stock and the book records were not material.

iii) a) During the year, the Company has not granted any loan secured or unsecured to any company, firm or other party covered in the Register maintained under Section 301 of the Act. In respect of unsecured loan given in earlier years (Note 10(b) (i) to the financial statements), recoverable from a company covered in the register maintained under Section 301 of the Act, the aggregate maximum amount involved and the year end balance was Rs.1685 lacs.

b) The aforesaid loan as stated in Note 10(b) (i) to the financial statements is repayable to the Company by March, 2015 and is interest free and having regard to the explanations given by the management of the same being strategic in nature, the terms and conditions of the said loan is prima facie not prejudicial to the interest of the Company.

c) As stated above, the aforesaid loan is repayable to the Company by March, 2015. During the year, the Company has not received any amount in this respect.

d) Having regard to Para (c) above, there is no overdue amount of loan and accordingly clause 4 (iii) (d) is not applicable to the company.

e) The Company, during the year has not taken any loan secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Act. Accordingly, clause 4 (iii) (e) to (g) of the order are not applicable to the company.

iv) In our opinion, and having regard to the nature and exigencies of business and the practices followed and the explanation that certain items purchased are of a special nature and therefore in certain cases alternative quotations are not available, there is an adequate internal control procedure commensurate with the size of the Company and nature of its business with regard to purchase of inventory, fixed assets and with regard to sale of goods. During the course of our audit, we have not observed any continuing failure to correct the major weaknesses in internal controls.

v) According to information and explanation given to us and as per the records of the company, there is no transaction that needs to be entered, in the Register maintained under Section 301 of the Act. Accordingly, the provisions of the clause 4 (v) (b) of the said order is not applicable to the Company.


29

vi) The Company has not accepted any deposits from public during the year within the meaning of the provisions of the section 58A, 58AA or any other relevant provision of the Act and rules made thereunder. Deposits accepted in the earlier years have been repaid in terms of the scheme sanctioned by Board for Industrial and Financial Reconstruction (BIFR) and to the extent lying unclaimed has been kept deposited in a separate bank account.

vii) The Company's internal audit has been conducted by independent consultants as per the phased programme of verification. Internal audit reports with respect to areas covered till 31st March, 2014 were received and the same was in progress for the remaining period. In our opinion the internal audit system in respect of the areas covered is commensurate with the size and nature of the business of the Company.

viii) On the basis of records produced, we are of the opinion that prima facie the cost records and accounts prescribed by the Central Government under Section 209(1) (d) of the Act have been maintained. However, we have not carried out any detailed examination of such records with a view to determine whether they are accurate or complete.

ix) a) According to the information and explanations given to us, undisputed dues with respect to provident/pension fund (including interest thereon), tax deducted at source (including interest thereon), service tax, works contract tax, professional tax, cess and other statutory payables, as applicable, were not deposited regularly with appropriate authorities. The details of material statutory dues outstanding for a period exceeding six months as provided for in the accounts are given below:

Statute Nature of Dues Amount (Rs. in Lacs)

Period to which the amount relates to

The Income Tax Act, 1961

Tax Deducted at Source (including interest) Tax collected at source

565.58

5.35

2011-14

2013-14

West Bengal Rural Employment & Production Act, 1976

Cess on Green Leaf 219.04 2001-06 and 2011-12

The Employee's Provident Funds and Miscellaneous Provisions Act, 1952

Contribution to Provident and Pension Fund

Interest on Provident and Pension Fund

Employees' Contribution to Provident Fund

2041.89

705.19

88.73

2010-13 (including Rs. 1908.62 lacs in respect of which instalment facility has been granted (Refer Note 25)2004-14

2013-14

West Bengal State Tax On Professions, Trades, Callings And Employments Act, 1979

Professional Tax 0.39 2013-14

West Bengal Value Added Tax Act, 2003

Works Contract Tax 3.76 2010-14

West Bengal Value Added Tax Act, 2003

Purchase Tax 3.25 2004-14

Service Tax Service tax 3.43 2013-14


30

b) According to the information and explanations given to us, there are no dues of Sales Tax, Income Tax, Custom Duty, Wealth Tax, Excise Duty, Service Tax and Cess which have not been deposited on account of any dispute except as given below:

Statute Nature of Tax Forum where Dispute is Pending

Amount (Rs. in Lacs)

Period to which amount relates

The Income Tax Act, 1961

Income Tax High Court CIT

(Appeals)

47.32

41.51

1976-78 &2005-07

The Central Sales Tax Act, 1956

Central Sales Tax ACCT 2.41 2004-05

The West Bengal Sales Tax Act, 1994

Sales Tax ACCT 12.16 1996-98, 2001-02, 2003-05

The West Bengal Value Added Tax, 2003

VAT WBTTWBCTAdditionalCommissioner

15.778.8421.86

2007-082008-092010-12

x) The accumulated losses of the Company as at the end of the financial year are more than 50 percent of its net

worth. The Company has incurred cash losses during the financial year and in the immediately preceding financial

year covered by our audit.

xi) In our opinion and on the basis of information and explanations provided by the management, except as given in

Note 4(a) and (b) (iv) of the financial statements, the Company has not defaulted in repayment of dues, if any, to

financial institutions, banks and debenture holders.

xii) The Company has not granted any loan and advances on the basis of security by way of pledge of shares,

debentures and other security.

xiii) In our opinion, the Company is not a chit fund or nidhi / mutual benefit fund / society. Therefore, the provisions of

the clause 4 (xiii) of the said order are not applicable to the Company.

xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments.

Accordingly, the provision of clause 4 (xiv) of the Order is not applicable to the Company.

xv) The Company has not given any guarantee during the year for loan taken by others. The guarantee of

Rs. 830 lacs given in earlier years to group/associate companies in respect of loans taken by them from bank,

considering the long term involvement with those companies when issued, was not prima facie prejudicial to the

interest of the Company.

xvi) As per the information and explanations given to us, no fresh term loan has been taken during the year.

xvii) According to the information and explanation given to us, on an overall examination of the Balance Sheet of the

Company, we report that funds amounting to Rs.15,572.98 lacs raised on short-term basis have been used for long

term investment, i.e. for fixed assets, funding the losses etc of the Company.

xviii) The Company has made preferential allotment of shares at par to companies covered in the Register maintained

under Section 301 of the Act during the year. Considering the terms of rehabilitation sanctioned by BIFR, the price

at which the shares have been issued is not prejudicial to the interest of the Company.


31

xix) The Company has not issued any secured debentures during the year. Accordingly, clause 4 (xix) of the order is not

applicable to the company.

xx) The Company has not raised any money through a public issue during the year.

xxi) During the course of our examination of books and records of the Company carried out in accordance with generally

accepted auditing practices in India, we have neither come across any instances of fraud on or by the Company,

noticed and/or reported during the year, nor have we been informed of any such case by the management.

For Lodha & Co. Chartered Accountants Firm ICAI Registration No: 301051E



32

BALANCE SHEET as at 30th September, 2014

Notes As at As at 30th September, 2014 30th September, 2013 (Rs in lacs) (Rs in lacs)I. EQUITY AND LIABILITIES Shareholders' Funds Share Capital 2 6455.92 5930.92 Reserves and Surplus 3 (5958.10) (2870.55)

497.82 3060.37 Non- Current Liabilities Long Term Borrowings 4(a) 1178.95 2479.50 Deferred Tax Liabilities (Net) 30 - - Other Long Term Liabilities 5(a) 2182.71 1096.70 Long Term Provisions 6(a) 5201.60 5497.30

8563.26 9073.50 Current Liabilities Short Term Borrowings 4(b) 2470.10 2489.60 Trade Payables 7 4616.75 4727.12 Other Current Liabilities 5(b) 20116.21 18014.51 Short Term Provisions 6(b) 1280.98 223.69

28484.04 25454.92

Total 37545.12 37588.80

II. ASSETS Non-current assets Fixed Assets: Tangible Assets 8 21048.81 21202.50 Capital Work- in -progress 180.08 222.25 Non-Current Investments 9 4099.12 4099.12 Long Term Loans and Advances 10(a) 2682.99 4327.63 Other Non Current Assets 11(a) 17.39 -

28028.39 29851.50 Current Assets Inventories 12 5614.69 5939.39 Trade Receivables 13 996.86 402.39 Cash and Bank balances 14 732.07 885.05 Short Term Loans and Advances 10(b) 2146.90 490.95 Other Current Assets 11(b) 26.21 19.52

9516.73 7737.30

Total 37545.12 37588.80

Significant Accounting Policies (Note 1) & other accompanying notes are integral part of these financial statements

For Lodha & Co.Chartered AccountantsFirm Regn. No.301051E

R. P. Singh Partner Membership No. 52438

Kolkata Rakesh Sharma K. MukhopadhyayDate :18th November, 2014 Chief Financial Officer Secretary

G. P. GoenkaExecutive Chairman

Shrivardhan GoenkaR. K. Bhargava

S. K. KinraDirectors

Rajesh SharmaManaging Director


33





Statement of Profit and Loss for the year ended 30th September, 2014

Notes Year ended Period ended 30th September, 2014 30th September, 2013 (Rs in lacs) (Rs in lacs)

Revenue from Operations 15 18457.85 26210.17 Other Income 16 496.85 887.69

Total Revenue 18954.70 27097.86

Expenses Cost of Materials Consumed 17 34.07 132.16 Change in Inventories of Finished Goods (Increase)/Decrease 18 154.85 (4494.79) Employees Benefit Expenses 19 12458.62 18576.31 Finance Cost (Interest) 1801.87 2574.79 Depreciation 316.36 475.63 Less: Transfer from Revalution Reserve 18.20 27.29

298.16 448.34

Other Expenses 20 7276.47 12479.41

Total Expenses 22024.04 29716.20 Profit/(Loss) before Tax (3069.36) (2618.36) Tax Expense (1) Current Tax - - (2) Deferred Tax 30 - - Profit/(Loss) for the year/period (3069.36) (2618.36)

Earning per Equity Share 31 (of Face Value of Rs.10/- each) - Basic (Rs.) (5.40) (9.55) - Diluted (Rs.) (5.40) (9.55) Significant Accounting Policies (Note 1) & other accompanying notes are integral part of these financial statements





34

CASH FLOW STATEMENT FOR THE YEAR ENDED 30TH SEPTEMBER, 2014

Year ended Period ended 30th September, 2014 30th September, 2013

(Rs. in lacs) (Rs. in lacs)

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/(Loss) before taxation for the year/period (3069.36) (2618.36)

Adjustment for :

Prior period adjustment(net) 0.43 90.12

Depreciation expense 298.16 448.34

Provision for Doubtful Debts and Advances 45.00 -

Sundry Balances Written Off - 0.11

Other Liabilities/Provisions written back (180.68) (350.29)

Provision for obsolete and non-moving stock - 8.00

Profit(-)/Loss on Discard/Sale of Fixed Assets(Net) - 2.06

Income from Investments (0.03) (0.03)

Finance Costs 1801.87 2574.79

Interest Income (7.24) (15.17)

Operating Profit before Working Capital Changes (1111.84) 139.57

Adjustment for changes in working capital:

(Increase)/Decrease in Trade and other receivables (650.42) (400.67)

(Increase)/Decrease in Inventories 324.70 (4340.52)

Increase/(Decrease) in Trade payables (110.38) 1821.43

Increase/(Decrease) in Other Liabilities & Provisions 3523.34 5020.01

Cash generated from Operation 1975.40 2239.82

Taxation (Net) (0.36) (0.80)

Net Cash generated from/(used in) Operating Activities (A) 1975.04 2239.02

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (121.48) (604.25)

Deposits in Banks (17.39) (74.25)

Amount received from KFCL for settlement of

liabilities in terms of BIFR scheme(net of payment) (75.93) 1,168.31

Interest and Dividend received 0.58 3.77

Net Cash generated from/(used in) Investing Activities (B) (214.21) 493.58


35



(Rs. in lacs) (Rs. in lacs) C. CASH FLOW FROM FINANCING ACTIVITIES

Share Capital 525.00 366.50

Short Term Borrowings (19.50) 37.19

Long Term Borrowings (525.25) (480.00)

Finance Costs paid (1879.04) (2623.59)

Net Cash generated from/(used in) Financing Activities (C) (1898.79) (2699.90)

Net Increase /(decrease) in Cash and Cash equivalents (A+B+C) (137.95) 32.69

Cash and Cash equivalents at the beginning of the year/period * 183.78 151.09

Cash and Cash equivalents at the end of the year/period ** 45.83 183.78

* Deposits with banks not considered in Cash and Cash equivalents 77.26 3.01

** Deposits with banks not considered in Cash and Cash equivalents 94.65 77.26

Notes :

1) The above Cash Flow Statement has been compiled/prepared based on the audited accounts of the Company under

the "Indirect Method" as set out in the Accounting Standard-3 on Cash Flow Statements and the reallocations made

as required for the purpose.

2) Cash and Cash equivalents is net of Rs 608.98 lacs (Rs.624.01 lacs) being the amount kept deposited for repayment

of outstanding refund warrants against public deposits.

3) Previous period's figures have been rearranged, where necessary.

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









36

Notes Forming Part of the Financial Statements

1. Significant Accounting Policies:

1.1 Basis of Accounting:

The Accounts have been prepared on the historical cost basis adjusted by the revaluation of certain Fixed Assets, in accordance with the provision of the Companies Act, 1956 and accounting standards notified vide Companies (Accounting Standards) Rules, 2006.

All expenses and income, unless specifically stated to be otherwise, have been accounted for on mercantile basis and are consistent with generally accepted accounting principles.

1.2 Use of Estimates:

The preparation of financial statements require the management to make estimates and assumptions that effect the reported amount of assets and liabilities and disclosures relating to contingent liabilities as at the balance sheet date and the reported amounts of income and expenses during the period. Differences between the actual results and the estimates are recognised for the relevant period as and when the results are materialised.

1.3 Fixed Assets and Depreciation:

Fixed Assets as revalued from time to time are stated at revalued amounts less depreciation.

Fixed Assets other than the above are stated at cost less depreciation.

Expenditure on new tea planting is capitalised. In the case of new tea areas taken up as projects, all expenditure till the plantation reaches the full bearing stage is capitalised.

Cost of up-keep and maintenance of young tea is charged to revenue.

Depreciation on Fixed Assets, including on revaluation, has been provided for as under:

For additions upto December, 1975, on Reducing Balance Method in the manner and at the rates specified in Schedule XIV to the Companies Act, 1956 and subsequently on Straight Line Method in keeping with the aforesaid Schedule XIV or at the rates applicable at the time of installation/acquisition thereof.

In case of revalued assets, depreciation has been provided on Straight Line Method based on useful life either assessed technically or derived with respect to the rates specified in Schedule XIV to the Companies Act, 1956.

An amount equivalent to the additional charge of depreciation due to revaluation is transferred to Statement of Profit and Loss from Revaluation Reserve.

1.4 Impairment :

Fixed Assets are reviewed at each Balance Sheet date for impairment. In case events and circumstances indicate any impairment, recoverable amount of fixed assets is determined. An impairment loss is recognised whenever the carrying amount of assets either belonging to Cash Generating Unit (CGU) or otherwise exceeds recoverable amount. The recoverable amount is greater of assets net selling price or its value in use. An impairment loss is reversed if there has been change in the recoverable amount and such loss either no longer exists or has decreased.

1.5 Investments:

Investments being long term in nature are stated at cost. Diminution in values thereof, other than temporary in nature, are adjusted there from and recognised in the Statement of Profit and Loss.

1.6 Inventories:

Inventories are valued at lower of cost or net realisable value.

Manufacturing costs for tea comprise of material, labour and other appropriate overheads.

Cost of Raw Material, Stores and Spare Parts are valued on weighted average basis.


37

1.7 Employee Benefits:

Employee benefits are accrued in the year services are rendered by the employees.

Contribution to defined contribution schemes such as Provident and Family Pension Fund etc. are recognized as and when incurred.

Long term employee benefits under defined benefit scheme such as contribution to gratuity, leave, superannuation, provident fund etc. are determined at close of the year at present value of the amount payable using actuarial valuation techniques.

Actuarial gain and losses are recognized in the year when they arise

1.8 Foreign Currency Transactions:

Transactions in foreign currency are accounted for, at the exchange rate prevailing on the date of the transaction. Foreign currency monetary assets and liabilities at the year-end are translated using the closing exchange rates. The loss or gain thereon and also on the exchange differences on settlement of foreign currency transaction during the year are recognised as income or expenses and are adjusted to the Statement of Profit and Loss under respective heads of accounts.

1.9 Research and Development:

Expenditure on research and development (other than those relating to Fixed Assets) including contribution to research associations is charged against the profit for the year in which it is incurred.

1.10 Sales:

Sales are recognised on passing of property in the goods. Consignment sales are accounted for on receipt of the relevant account sales.

1.11 Grants and Subsidies from Government:

Grants from Government relating to Fixed Assets are shown as a deduction from the gross value of Fixed Assets and those in the nature of Project Capital Subsidy, are credited to Capital Reserve. Other Government grants including subsidies, incentives, duty drawback, etc. are credited to Statement of Profit and Loss or deducted from the related expenses.

1.12. Borrowing Cost:

Borrowing cost in relation to the acquisition or construction of a qualifying asset is capitalized as part of the cost of such assets. Other borrowing costs are charged as expenses in the year in which they are incurred.

1.13 Income Tax :

Provision for tax is made for both current and deferred taxes. Current tax is provided on the taxable income using the applicable tax rates and tax laws. Deferred tax assets and liabilities arising on account of timing differences, which are capable of reversal in subsequent periods, are recognised using tax rates and tax laws which have been enacted or substantively enacted. Deferred tax assets are not recognised unless there is sufficient assurance for reversal of the same in future years.

1.14 Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not provided for but disclosed by way of Notes to the financial statements. Contingent assets are neither recognized nor disclosed in the financial statements.

Notes Forming Part of the Financial Statements (Contd.)


38

Notes Forming Part of the Financial Statements (Contd.) As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)2. Share Capital Authorised 80000000 (Previous Year 80000000) Equity Shares of Rs.10/- each. 8000.00 8000.00

15500000 (Previous Year 15500000) Cumulative Preference Shares of Rs.100/- each. 15500.00 15500.00

23500.00 23500.00 Issued, Subscribed and Paid up 60759036 (Previous Year 55509036) Equity Shares of Rs.10/- each.(Note 24(c)) 6075.90 5550.90 435 (Previous Year 435) Forfeited Equity Shares of Rs.10/- each 0.02 0.02 6075.92 5550.92 380000 (Previous Year 380000) 8.25% Redeemable Cumulative Preference Shares(RCPS) of Rs.100/- each (Note (i)) 380.00 380.00

Total 6455.92 5930.92

(i) In terms of the Scheme of rehabilitation sanctioned by BIFR (the scheme) 8.25% redeemable cumulative preference shares are redeemable in five annual installments commencing from March, 2017.

(ii) 435 Equity shares for which calls were in arrears, were forfeited in the previous year.

(iii) Equity share capital include 4200 equity shares amounting to Rs.0.42 lacs issued in terms to the Scheme against fractional entitlement of shares to a person authorised by the Board to hold these shares in trust and sell the same to distribute the proceeds to the shareholders against their fractional entitlements of shares.

(iv) Reconciliation of the number of shares outstanding is set out below:

As at As at 30th September, 2014 30th September, 2014 No. of Shares (Rs. in lacs) No. of Shares (Rs. in lacs)Equity Shares: At the beginning of the year/period 55509036 5550.92 53223026 5322.30Less: Calls in arrear Forfeited during the year/period 435 0.02 Reduction during the year/period (Note 24(b)) 31933555 3193.36Balance after Reduction and consolidation 55509036 5550.92 21289036 2128.92 Issued during the year/period (Note 24(c)) 5250000 525.00 34220000 3422.00Outstanding as on the close of the year/period 60759036 6075.92 55509036 5550.92

8.25% Redeemable Cumulative Preference Shares: At the beginning of the year/period 380000 380.00 950000 950.00 Reduction during the year/period (Note 24(b)) - - 570000 570.00 Outstanding as on the close of the year/period 380000 380.00 380000 380.00

0.001% Redeemable Cumulative Preference Shares: At the beginning of the year/period - - 16598331 16598.33Less: Written back during the period (Note 24(b)) - - 16598331 16598.33Outstanding as on the close of the year/period - - - -


39

Notes Forming Part of the Financial Statements (Contd.)v) Shareholders holding more than 5% under each class of shares

As at As at 30th September, 2014 30th September, 2013

Name of the shareholders No. of Shares % No. of Shares %

Equity ISG Traders Limited 29491860 48.54 27341860 49.26 Shubh Shanti Services Limited 9600000 15.80 9600000 17.29 Kavita Marketing Pvt Limited 4000000 6.58 4000000 7.21 Julex Commercial Co Limited 3100000 5.10 600000 1.08

8.25% Redeemable Cumulative Preference Shares of Rs. 100/- each Albert Trading Company Pvt Limited 80000 21.05 80000 21.05 Industrial Development Bank of India 300000 78.95 300000 78.95 vi) Terms and Rights attached to equity shares:

The company has one class of equity shares having par value of Rs. 10 per share. Each share holder is eligible for one vote per share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, In the event of liquidation the equity share holder are eligible to receive the remaining assets after discharging all liabilities of the Company, in proportion to their shareholding.

vii) Terms and Rights attached to Redeemable Cumulative Preference Shares (RCPS) :

The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company before redemption of the RCPS, the holders of RCPS shall have priority over equity shareholders in the payment of dividend and repayment of capital.

As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)3. Reserves and Surplus

Revaluation Reserve Balance as per Last Balance Sheet 3,684.80 3,712.09

Less:Transferred to Statement of Profit and Loss Account 18.20 27.29

Balance as at year end/period 3,666.60 3,684.80

Capital Redemption Reserve (Note24(b)) - 1,500.00 Less:Transferred to Surplus - - 1,500.00 -

Securities Premium Account 11,525.11 11,525.11

Surplus Balance of Profit/(Loss) as per last Balance Sheet (18,080.46) (37,323.79) Transfer from Capital Redemption Reserve - 1,500.00 Reduction and write back of Share Capital (Note24(b)) - 20,361.69 Loss as per Statement of Profit and Loss (3,069.36) (2,618.36)

Balance as at year end/period (21,149.81) (18,080.46)

Total (5,958.10) (2,870.55)


40


As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)4. (a) Long term Borrowings

(i) Secured Term Loans: From Bank (Note i & ii) 799.95 2100.50 From Assets Reconstruction Company (India) Ltd.(ARCIL) (Note i & iii) 379.00 379.00

Total 1178.95 2479.50

(b) Short Term Borrowings Secured Cash Credit (repayable on demand) From Bank (Note i) 2470.10 2489.60

Total 2470.10 2489.60

(i) The cash credit from bank, term loans from bank and Arcil including non-fund based facilities retained for tea operation are secured / to be secured by first charge over the immoveable properties (both present and future), moveable fixed assets (both present and future) and current assets (both present and future) and secured by way of personal guarantee of one of the Director of the Company.

Further, term loans from bank is secured by pledge of shares of the Company held by other body corporates and one of the Director and collateral security of flat of another body corporate.

(ii) Term Loans from Bank:

a) Working Capital Term Loan of Rs. 2026.25 lacs (Rs.1466.30 lacs included in current maturities of long term borrowings) is repayable as: Rs. 530.50 lacs on 30th September, 2014, Rs. 655.80 lacs on 31st March, 2015, Rs. 280 lacs on 30th September, 2015, Rs.280 lacs on 31st, March 2016, Rs. 279.90 lacs on 30th September, 2016 and carries interest of 4.80% per annum above base rate of SBI at monthly rests.

b) Funded Interest Term Loan (interest free) of Rs.599 lacs (Rs.359.00 lacs included in current maturities of long term borrowings) is repayable in five equal half yearly installments of Rs.120 lacs each on 30th September and 31st March.

(iii) In terms of the BIFR order dated 22nd January, 2014, term loan from ARCIL of Rs.1137 lacs (Rs.758 lacs included in current maturities of long term borrowings) is repayable in three yearly installments of Rs.618 lacs (including interest of Rs.239 lacs) commencing from 30th September, 2014 (extended from 15th March, 2013). However, ARCIL has preferred an appeal before AAIFR against the extension granted to the Company for repayment of loan.

(iv) Current maturities of Long term borrowings include Rs.1029.50 lacs and interest accrued and due (shown under Note 5(b)) includes Rs.289.93 lacs which have fallen due for payment on 30th September, 2014 in terms (ii) & (iii) above.

(v) Current maturities of Long term borrowings has been disclosed under Other Current Liabilities (Refer Note 5(b)).

(vi) The amount payable to the secured lenders as One Time Settlement (OTS) in terms of the scheme has been deposited in Escrow with the SBI (the Monitoring Agency appointed by BIFR), as per the stipulations in the scheme. All the lenders excepting PICUP have accepted the payment and the charges and securities against the loan given by them have been released / yet to be released.


41

Notes Forming Part of the Financial Statements (Contd.) As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)5. (a) Other Long Term Liabilities Unsecured Creditors (Note i) 196.76 393.50

Liability for Hire Purchase Loans (Note iv) 197.33 197.33 Liabilities pertaining to Fertiliser Undertaking in terms of the Scheme (Note ii) 252.94 505.87 Other Statutory payables (Note 25) 1535.70 -

Total 2182.71 1096.70

(i) Unsecured creditors of Rs.590.28 lacs (as on 30.9.2014 Rs.577.85 lacs) (Rs.381.09 lacs included in Current maturities of Other Long term Liabilities) are payable in three equal annual installments after a moratorium of one year from the date of sanction of the Scheme.

(ii) Unsecured advances from bodies corporate and 15% OCD of Rs.758.81 lacs (as on 30.9.2014 Rs.682.87 lacs)(Rs. 429.94 lacs included in Current maturities of Other Long term Liabilities) is repayable in three equal annual installments after a moratorium of one year from the date of sanction of the Scheme.

(iii) Current maturities of Other Long term Liabilities pertaining to (i) and (ii) has been disclosed under Other Current Liabilities (Refer Note 5(b)).

(iv) Amount payable for hire purchase loans is due for payment and will be adjusted against the subsidies available from Tea Board.

(v) The liability in respect of (ii) above is payable out of the funds provided by Kanpur Fertilizers and Cement Limited (KFCL) pursuant to the Scheme on transfer of Fertiliser Undertaking.

5. (b) Other Current Liabilities Current maturities of long term borrowings (Note 4(b)(i to iv)) 2583.30 1808.00 Current maturities of other long term liabilities (Note 5(a)(i)&(ii)) and 5(b)(i)) 811.03 449.69 Interest accrued but not due on borrowings (Note 4(b)(i) 114.00 91.00 Interest accrued but not due - others 117.80 80.00 Interest accrued and due on borrowings (Note 4(b)(i&iv) 289.94 440.32 Interest accrued and due - others 150.06 137.65 Unclaimed refund warrants for fixed deposits (Note 5(b)(ii)) 608.98 624.01 Security Deposits and Advances (Note 5(b)(iii)) 7101.72 5638.77 Creditors for Capital Goods 54.40 55.35 Others (includes Statutory payables Rs. 3193.37 lacs (Previous Year Rs. 3494.19 lacs), accruals for employees Rs.3664.96 Lacs (Previous Year Rs. 3778.68 lacs), accrual for other expenses Rs.1257.23 lacs (Previous Year Rs.1034.22 lacs) (Note 2) 8284.98 8689.72

Total 20116.21 18014.51

(i) Current maturities of Other Long term liabilities include Rs.361.33 lacs due against unsecured creditors and liabilities as given in Note 5(a)(i)&(ii)) above.

(ii) The amount of unclaimed refund warrants has been kept deposited in separate bank a/c shown under other bank balances.(Note 14)

(iii) Security deposits and advances includes Rs.4888.11 lacs (Previous Year Rs.3827.32 lacs) being advance financing against sale of tea.


42

As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)6. (a) Long Term Provisions

Provision for leave encashment, retirement gratuity, etc.(Note 25) 5201.60 5497.30

Total 5201.60 5497.30

6. (b) Short Term Provisions Provision for leave encashment, retirement gratuity, etc.(Note 25) 1173.84 116.55 Provision for Fringe Benefit Tax 107.14 107.14

Total 1280.98 223.69

7. Trade Payables

Trade Payables 4616.75 4727.12

Total 4616.75 4727.12

(i) The Company has sought confirmation from the suppliers confirming their status under "The Micro Small and Medium Enterprises Development Act, 2006" To the extent information is available with the Company, there are no suppliers covered under the said Act.

(ii) Refer Note 28 also.



43

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44


No. of As at As at Shares/ 30th September, 2014 30th September, 2013 Debentures (Rs. in lacs) (Rs. in lacs)9. Non Current Investmens (Long Term)(Face value of Rs. 10/- each, unless otherwise stated) Trade Investments:(valued at cost unless stated otherwise) Unquoted Fully paid Ordinary Shares : ABC Tea Workers Welfare Services Ltd 18942 1.89 1.89 Swissind Filters Ltd. of Rs. 100/- each 960 0.66 0.66

2.55 2.55 Other than trade investments(valued at cost unless stated otherwise) Quoted Fully paid Equity Shares : Duncan Brothers and Co.Ltd.of Rs. 100/- each ## 1012 2.07 2.07 The Bhagwati Pressing Co.Ltd.## 8000 0.44 0.44 SKF Bearings India Ltd.## 140 0.02 0.02 Ballarpur Industries Ltd. 135 0.01 0.01 Dharamsi Morarji Chemicals Ltd.## 57 0.01 0.01 Ion Exchange (India)Ltd. 100 0.04 0.04 Bells Control Ltd.(#)(##) 100000 - - Maharashtra Poybutenes Ltd.of Re. 1/- each 25 - - Unimers India Ltd. # 937207 - - SMIFS Capital Markets Ltd. 1700 5.02 5.02 7.61 7.61 Unquoted Fully paid Ordinary Shares : Jalpaiguri Club Ltd. 80 0.01 0.01 Fully paid Equity Shares : Duncan Services Ltd. of Rs.100/- each 360 0.18 0.18 Kotamullai Estate Employees' Co-operative Society Ltd. 1 - - Stephen Court Ltd. 10000 0.54 0.54 Duncans Tea Ltd.of Rs.100/- each 9100 9.10 9.10 Odyssey Travels Ltd.# 40000 - - Continuous Forms (Calcutta) Ltd. 10 - - Arohi Holdings Ltd. 300000 30.00 30.00 Sarvottam Caps Ltd. 420000 210.00 210.00 Fully paid Debentures : 5% Debentures - Shillong Club Ltd. 1 - - 20% Unsecured Debentures Ezra Trading and Finance Co.Ltd. 100000 - - (fully convertible into Equity Shares unless redeemed before conversion ) # Woodland Multispecialty Hospital Ltd. 1850 - -

249.83 249.83


45


No. of As at As at Shares/ 30th September, 2014 30th September, 2013 Debentures (Rs. in lacs) (Rs. in lacs)9. Non Current Investmens (Contd.) In Subsidiary Companies : Unquoted Fully paid Equity Shares: Dail Consultants Ltd. # 40007 - - North India Fertilisers Ltd. # 4647520 - - Leyden Leasing & Financial Services Ltd. # 1989570 - - Pentonville Software Ltd. # 7749100 - -

- - Investments in Associate Companies: Quoted Fully paid Equity Shares: ISG Traders Ltd. (#) (##) 4128094 3839.13 3839.13 3839.13 3839.13 Unquoted Fully paid Equity Shares: Santipara Tea Company Ltd.# 4268932 - - - Total 4099.12 4099.12

Current Year Previous Period Book Market Book Market Value Value Value Value (Net of provision) (Net of provision) (Rs. in lacs) (Rs. in lacs) Aggregate value of quoted investments: Traded 5.07 81.24 5.07 86.06 Non-Traded## 3841.67 3841.67

3846.74 3846.74

Aggregate value of unquoted Investments : 252.38 252.38

4099.12 4099.12

(i) # Investments net of diminution of Rs. 29021 lacs (Previous Year Rs. 27843 lacs)

(ii) ## Market Quotations in respect of Non-Traded shares are not available since long. Therefore market values of

these investments have not been stated.

(iii) During the year advance towards equity participation of Rs. 1163.94 lacs(Santipara Tea Company Ltd. Rs.853.78

lacs and Pentonville Software Ltd. Rs.310.15 lacs) and loans and deposits of Rs.14.06 lacs recoverable from

Pentonville Software Ltd. have been converted into equity shares of the respective companies.Physical/demat

shares have not been received.However, necessary formalities for issue of shares etc.is yet to be completed.


46


As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)10. (a) Long Term Loans and Advances Unsecured (Considered good unless otherwise stated) Deposits

Considered Good 154.69 132.92 Considered Doubtful 5.99 5.99 Less: Provision against above 5.99 5.99

154.69 132.92

Balances with Customs, Central Excise and Port Trust etc. 1.38 0.29

Loans to employees

Considered Good 52.76 70.80 Considered Doubtful 25.33 25.33 Less: Provision against above 25.33 25.33 52.76 70.80 Loans and Deposits (Note i)(Note 21) Considered Good (including related parties of Rs.1787.10 Lacs 2412.45 4062.86 (Previous Year Rs.1685.73 lacs)) Considered Doubtful (including related parties of Rs.103.72 lacs 829.90 843.89 (Previous Year Rs.117.78 lacs)) Less: Provision against above (including (related parties of Rs.103.72 lacs)) 829.90 843.89 2412.45 4062.86 Other Advances Considered Good - 1.86 Considered Doubtful 282.65 284.53 Less: Provision against above 282.65 284.53 - 1.86Advances towards Equity participation (including subsidiary Rs.Nil Previous year Rs.310.15 lacs)(Note 9(iii) & 21) Considered Good Considered Doubtful - 1163.94 Less: Provision against above - - 1163.94

Balances with Sales Tax Authorities 42.79 40.33Advance Tax 18.93 18.57

Total 2682.99 4327.63

(i) Loans and deposits includes Rs.1780.80 lacs (Previous Year Rs.1721.47 lacs) outstanding from Santipara Tea Company Ltd. (STCL). Considering the strategic involvement and consequential restructuring etc., no provision has been considered necessary in this respect.



47

Notes Forming Part of the Financial Statements (Contd.) As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)10. (b) Short Term Loans and Advances Unsecured (Considered good unless otherwise stated)

Advances to suppliers and others 447.94 473.81 Considered Good 280.34 233.46 Considered Doubtful 280.34 233.46 Less: Provision against above 447.94 473.81 Loans and Deposits to related parties (Note i)(Note 21) 1685.00 - Prepayments 13.96 17.14

Total 2146.90 490.95

(i) Loans and deposits include Rs.1685 lacs (Previous Year Rs.1685 lacs included in Long Term Loans and Advances) given to Andhra Cements Limited (ACL) in earlier years in terms of the scheme of rehabilitation of ACL is recoverable from ISG Traders Ltd.by March, 2015 in terms of the agreement in this respect.


11 (a) Other Non Current Assets Unsecured (Considered good) Term deposit(including margin money) for remaining maturity of more than 12 months 17.39 -

Total 17.39 -

11. (b) Other Current Assets Unsecured Interest accrued and due 26.21 19.52 Considered Good 386.84 386.84 Considered Doubtful 386.84 386.84 Less: Provision against above 26.21 19.52

Total 26.21 19.52

12. Inventories(Valued at lower of cost or net realisable value unless stated otherwise) Stores and Spares 405.86 575.70 Less: Provision for obsolete and non-moving stocks 35.00 35.00

370.86 540.70 Finished goods Tea 5243.83 5398.69

Total 5614.69 5939.39

13. Trade Receivables Outstanding for a period exceeding six months from the date they are due for payment - Considered Good 326.02 105.76 - Considered Doubtful 284.45 284.45 Less: Provision against above 284.45 284.45 326.02 105.76 Others-Considered Good 670.84 296.63 Total 996.86 402.39 (i) Refer Note 28 also.


48

Notes Forming Part of the Financial Statements (Contd.) As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)14. Cash and Bank balances Cash & Cash Equivalents Balances with Banks: In current accounts: 22.49 162.72 Cash in hand 23.34 21.06

45.83 183.78 Other bank balances Term deposit(including margin money) for remaining maturity of more than 3 months but less than 12 months 77.26 77.26

In current account for payment of refund warrants of fixed deposits (Refer Note 5(b)(ii)) 608.98 624.01

686.24 701.27

Total 732.07 885.05

15. Revenue from Operations Sale of Tea 18494.58 26235.44 Sale of Green Leaf 29.68 87.09 Total (Gross) 18524.26 26322.53 Less: Excise duty and cess 66.40 112.36

Revenue from Operation (Net) 18457.85 26210.17 16. Other Inccome

Interest on Bank Deposits and Margin Money 7.24 15.17 Dividend from Long Term Non Trade Investments 0.03 0.03 Liabilities / Provisions Written Back 180.68 236.36 Miscellaneous Income 308.90 636.13

Total 496.85 887.69

Miscellaneous Income includes sale of tea waste and other scrap material etc. Rs.283.62 Lacs (Previous Year Rs. 465.45 lacs).

17. Cost of Materials Consumed Purchased Green Leaf (100% indigenous) 34.07 132.16 Total 34.07 132.16

18. Change in Inventories of Finished Goods ((Increase)/Decrease)) Finished Stock Opening Stock: - Tea 5398.69 903.90 Closing Stock : - Tea 5243.83 5398.69 Total 154.85 (4494.79)

19. Employees Benefit Expenses Salaries, Wages, and Bonus (Refer Note (i) below) 10573.07 15044.10 Contribution to Provident and other Funds 798.85 2043.20 Other Benefits & Expenses 198.63 286.17 Labour and Staff Welfare 888.06 1202.84 Total 12458.62 18576.31

(i) Negotiations in respect of wage rate for tea workers due for revision with effect from 1.4.2014 have not yet been concluded. Pending this, wages for the period from April 2014 to September 2014 has been recognized based on the rates prevailing till 31.3.2014.Impact of the revision, if any, for the said period, will be given effect to on finalization of the same.



49

Notes Forming Part of the Financial Statements (Contd.) As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)20. Other Expenses Consumption of Stores and Spares Parts (100% indigenous) 2071.92 4213.32 Power and Fuel 2948.88 4980.33 Repairs & Maintenance: Buildings 196.64 304.29 Machinery 156.95 255.34 Others 97.40 157.04 Hire charges of Agricultural Equipment/Vehicles 121.23 173.49 Rent 3.06 13.96 Rates and Taxes {including Wealth Tax Rs.Nil (Previous Year Rs.1.50 lacs)} 65.53 95.65 Insurance 27.67 54.45 Freight, Marketing, Sale and Warehouse Charges 464.66 834.79 Commission and Brokerage on sales 202.63 288.66 Directors' Fees 3.11 5.25 Legal, Professional and Counsultancy Charges 367.71 379.21 Bank Charges 69.49 71.52 Provision for Doubtful Advances 45.00 - Provision for obsolete and slow moving stores - 8.00 Prior period adjustments (net) (Refer Note (ii) below) 0.43 90.12 Sundry balances written off - 0.11 Provision for Doubtful Debts and Advances written back - (113.93) Loss on discard/sale of Fixed Assets (net) - 2.06 Miscellaneous 434.17 665.73

Total 7276.47 12479.41

(i) Details of payments to auditors (included in Legal, Professional and Consultancy Charges) (excluding service tax) (a) Statutory Audit Fee 8.00 12.00 (b) Tax audit fees 4.39 3.50 (c) for certification,etc. 14.05 15.07

Total 26.44 30.57

(ii) Prior period adjustments represents: (a) Subsidy on DAP, interest and other charges pertaining to fertiliser undetaking transferred to KFCL - 128.29 (b) Reversal on account of interest on provident fund - (33.23) (c) Charges/(Reversal) on account of other liabilities 0.43 (4.94)

Total 0.43 90.12 (ii) Refer Note 32.3 also.


50

Notes Forming Part of the Financial Statements (Contd.)21.1 Related Party disclosures pursuant to Accounting Standard - 18. List of Related Parties with whom the Company

had transaction:

(a) Subsidiaries

Dail Consultants Ltd (DCL), North India Fertiliser Ltd. (NIFL), Leyden Leasing and Financial Services Ltd (LLFSL), and Pentonville Software Ltd (PSL).

(b) Associate / Group Company

ISG Traders Limited (ISG),Santipara Tea Co Limited (STC) (w.e.f.28.03.2014)

(c) Key Management Personnel

Mr. G. P. Goenka, Wholetime Director, Mr. A. K. Goel, Wholetime Director (till 31.12.2013), Mr. S. P. Gupta, Executive Director (till 15.05.2012). Mr. M.H.Chinoy, Wholetime Director, (w.e.f. 01.01.2014) and Mr. Rajesh Sharma, Managing Director (w.e.f.27.09.2014).

21.2 The aggregate amount of transaction with Related Parties is as follows:

Subsidiaries Associates / Group Companies

Key Management Personnel

Expenditure Rent- ISG - 3.84 -

- (5.76) -Directors remuneration - -Mr. G.P.Goenka 158.60

(162.63)Mr. A.K.Goel 14.42

(84.17)Mr. S.P.Gupta -

(5.59)Mr.M.H.Chinoy 11.70

(-)Mr. Rajesh Sharma 11.96

(-)Advances(Loans and Deposits)

Advance Given/RefundedSTC 112.83

(-)DCL 0.08

(0.05)NIFL 0.07

(0.25)PSL 0.05

(0.13)Refund of advance takenLLFSL 0.12

(0.12)Allotment of Equity Shares((Note 24( c))ISG 275.00

(1835.50)Investment STC (Conversion of loan) (Refer Note 9(iii)) 853.78

(-)PSL (Conversion of loan) (Refer Note 9(iii)) 324.21

(-)Balance as on 30.09.14 (Net of provisions)Advances Given(Loans and advances):ISG (pursuant to amalgamation of Boydell Media Pvt Ltd Rs. 1685 lacs (Previous Year Rs. 1685 lacs))

- 1690.39 -


51

- (1685.00) -STC 1780.80

(-)PSL 0.47

(0.42)DCL 0.12

(0.04)NIFL 0.32

(0.25)LiabilitiesOther Current Liabilities(Others):LLFSL 5.22 - -

(5.34) - -ISG - - -

- (0.45) -Corporate Guarantee GivenSTC 830.00Provision for remunerationMr. G.P.Goenka 64.99

(63.24)Mr.M.H.Chinoy 6.12


(-)Notes: (i) Previous year figures are given in brackets.(ii) The above Related Party Information is as identified by the Management and relied upon by the auditors.(iii) In respect of the above parties, there is provision for doubtful debts of Rs. 103.72 lacs as on 30.09.2014 (Previous

Year. Rs. 427.94 lacs) out of which Rs. Nil (Previous Year. Rs. Nil) has been written back during the year.(iv) Reference is invited to Note 10(a) and (b).

22. Disclosure requirement vide Clause 32 of the listing agreement: Amount of loans / advances in the nature of loans outstanding from subsidiary/associate companies:

Rs. in lacs

Name of the Companies Outstanding on 30th September, 2014(Net of Provisions)

Maximum Amount Outstanding

During the Period

Investment by the loanees in the Share

of the Company

Dail Consultants Ltd - - -

North India Fertilisers Ltd. - - -

Pentonville Software Ltd - - -

Leyden Leasing and Financial Services Ltd. - - -

ISG Traders Limited 1685.00 1685.00 -

Santipara Tea Company Ltd. 1780.80 1933.30

23. (a) The disclosures required under Accounting Standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) Rules 2006 are given below:

Defined Contribution SchemeContribution to Defined Contribution Schemes, recognized for the period/year are as under:

Rs. in lacs


Employer's Contribution to Provident Fund 309.71 460.28Employer's Contribution to Pension Fund 455.72 683.06



52

Defined Benefit Scheme

The employee's gratuity, superannuation and provident fund (other than those covered and contributed under Employee's Provident Fund Organization) Scheme are defined benefit plans. The present value of obligations are determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for Leave Encashment is recognized in the same manner as gratuity.

Rs. in lacs

Gratuity (Unfunded)As on 30th Sept., 2014(Refer Note (c) below)

Leave Encashment (Unfunded)

As on30th Sept.,

2014

Gratuity (Funded)

As on 30th Sept., 2013

Leave Encashment (Unfunded) As on 30th Sept., 2013

i) Change in the present value of the defined benefit obligation representing reconciliation of opening and closing balances thereof are as follows

Liability at the beginning of the year/period 5496.66 285.00 4803.72 353.86

Adjustment for retired employees - - - (129.64)

Interest Cost 490.02 25.58 607.35 28.76

Current Service Cost 240.07 33.62 331.13 36.90

Actuarial (gain) / loss on obligations 380.53 (109.77) (54.39) (2.37)

Benefits paid (104.06) (1.66) (191.15) (2.51)

Liability at the end of the year/period 6503.22 232.77 5496.66 285.00

ii) Changes in the Fair Value of Plan Asset representing reconciliation of opening and closing balances thereof are as follows:

Fair value of Plan Assets at the beginning of the year/period

758.39 - 758.17 -

Expected Return on Plan Assets 56.12 - 83.95 -

Contributions by the Company - 1.66 122.85 2.51

Benefits paid (64.85) (1.66) (191.15) (2.51)

Actuarial gain / (loss) on Plan Assets - - (15.43) -

Adjustments for winding up (749.66) - - -

Fair value of Plan Assets at the end of the year/period - - 758.39 -

iii) Actual return on Plan Assets

Expected return on Plan Assets 56.12 - 83.95 -


Actual Return on Plan Assets 56.12 - 68.52 -

iv) Amount Recognized in Balance Sheet





53

Net Asset/(Liability) at the end of the year/period 6503.22 232.77 (4738.27) (285.00)

v) Expenses Recognized in the Statement of Profit & Loss


Interest Cost 490.02 25.58 607.35 28.76

Expected Return on Plan Assets (56.12) - (83.95) -

Net Actuarial (gain) / loss to be Recognized 380.53 (109.77) (38.96) (2.37)

Expenses Recognized in statement of Profit & Loss 1054.50 (50.57) 815.57 63.29

vi) Balance Sheet Reconciliation

Net Asset/(Liability) at the beginning of the year/period (5496.66) (285) (4045.55) (224.22)

Expenses as above (1054.50) 50.57 (815.57) (63.29)

Employers Contribution 39.21 1.66 122.85 2.51

Adjustment for winding up (749.66) - - -Net Asset/(Liability) at the end of the year/period (6503.22) (232.77) (4738.27) (285.00)

vii)Principal Actuarial assumptions at the Balance Sheet

Discount Rate 8.75% 8.75% 9% 9%

Rate of Return on Plan Assets N.A. N.A. 7.73% N.A.

Notes:

i) Assumptions relating to future salary increases, attrition, interest rate for discount & overall expected rate of return on Assets have been considered based on relevant economic factors such as inflation, market growth & other factors applicable to the year/period over which the obligation is expected to be settled.

ii) The Guidance issued by the Accounting Standard Board (ASB) on implementation AS-15, Employees benefit (Revised 2005) states that provident funds set up by employers which requires interest shortfall to be met by the employer, needs to be treated as defined benefit plan. The fund does not have any unprovided existing deficit or interest shortfall.

(b) Disclosures in terms of Para 120(n) of AS15:

Particulars Gratuity Unfunded (Rs. in lakhs) / Year / Period Ended

30.09.2014 30.09.2013 31.03.2012 31.03.2011 31.03.2010

1. Defined Benefit obligation at end of the year/period

(6503.22) (5496.66) (4803.72) (3659.75) (3412.22)

2. Plan Assets at end of the year/period

- 758.39 758.17 762.06 824.55

3. Surplus / (Deficit) (6503.22) (4738.27) (4045.55) (2897.69) (2587.77)

4. Experience Gain / (Loss) adjustments on plan liabilities

(262.21) (122.55) (346.13) 41.03 (0.53)

5. Experience Gain / (Loss) adjustments on plan assets

- (15.43) 5.63 (0.09) 16.51

(c) During the year gratuity trust vide ltr dt 10.07.2014 from the office of the Commissioner of Income Tax, Kolkata-II, Kolkata has been dissolved and proceeds of Rs.809 lacs from the same has been shown as recoverable from Fund



54

to be utilized for repayment of gratuity liability shown as above.

(d) The scheme for superannuation benefit to employees has ceased with effect from 31st July, 2003 and the liability existing as on that date is repayable to the eligible employees at specified return of 5% per annum on their retirement. The scheme being presently not in operation and the company's liability now being restricted to the shortfall in interest thereon if any, the liability in this respect as determined by the actuary is charged to profit and loss account as employee benefit on year to year basis.

24. (a) The Company having negative networth, is a sick industrial company under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). The Rehabilitation Scheme (the Scheme) sanctioned by the Board for Industrial and Financial Reconstruction (BIFR) is under implementation. Considering this and pending ameliorative steps and prospects thereof, the accounts of the Company has been prepared on going concern basis.

(b) Rehabilitation measures approved by the BIFR include reduction of Equity Share Capital and 8.25% Redeemable Cumulative Preference Share Capital by 60 % amounting to Rs.3763.36 lacs and consolidation thereof at their original face value, reduction of 0.001 % Redeemable Cumulative Preference Share Capital by Rs.16598.33 lacs, issuance of further equity capital to the promoters of Rs.4221 lacs including conversion of existing unsecured loans of Rs.3055.50 lacs from them into equity post reduction and consolidation of the existing equity share capital and transfer of capital redemption reserve amounting to Rs.1500 lacs to the Surplus of the Company.

(c) Post reduction and consolidation as required in terms of the scheme, equity Shares of Rs.10/- each amounting to Rs. 3947 lacs (including Rs.525 lacs during the year) have been issued to the promoters / associates and issuance of further equity shares on receipt of balance contribution to the extent of Rs.274 lacs from the promoters / associates is under implementation.

25. In respect of dues of provident fund, during the year the authorities have granted permission for payment of dues of Rs.2086.23 lacs (As on 30.09.2014 Rs.1908.83)(Rs.1535.70 lacs included in other long term liabilities) in 72 equal monthly installments. However, the necessary application for grant of waiver of the penal interest and damages is pending before the relevant authority.

26. In respect of levy of salami by the Government of West Bengal on renewal of lease of tea estates in certain circumstances and pursuant to the decision of Hon'ble High Court at Calcutta in a similar matter, the Company has preferred an appeal against the said imposition before the appropriate authority. Accordingly, pending finalization of the matter, Rs.811.67 lacs (Previous year Rs. 811.67 lacs) has not been provided for in this respect which would be payable in equal annual installments over the lease period i.e. 30 years. However, this is not likely to have revenue impact, since the same will be capitalized to the cost of land as and when paid by the Company.

27. Remuneration amounting to Rs.719.30 lacs (including Rs.196.68 lacs for the twelve months period) paid to the current Managing Director / Wholetime Directors and ex-wholetime director / ex-Managing Directors / ex Executive Director are pending approval of Central Government.

28. Certain debit and credit balances including advances, trade receivables, trade payables and other liabilities are subject to confirmation and reconciliation thereof.

29. The Company operates in single business segment of Tea in India and therefore disclosure requirements of AS-17 on Segment Reporting is not applicable.

30. In accordance with Accounting Standard 22 'Accounting for taxes on Income', the company has accounted for deferred tax. The company has significant amount of carried forward losses and depreciation under the Income Tax Act, 1961. However, as a matter of prudence deferred tax asset has been recognised to the extent of deferred tax liability.

The break-up of Deferred Tax Assets to the extent there is Deferred Tax Liabilities is as follows

(Rs. in lacs)

Opening as on Charge/ (Credit) Closing as on 1st October, 2013 During the Period 30th September, 2014 Deferred Tax Assets Unabsorbed Depreciation 478.11 (19.91) 498.02 Deferred Tax Liabilities Depreciation 478.11 19.91 498.02 Deferred Tax Assets (Net) - - -



55

31. Earnings per Share:

(Rs. in lacs)

Year Ended 30th September, Period Ended 2014 30th September, 2013

a. Profit / (Loss) after tax (3069.36) (2618.36) b. Weighted average No. of Equity Shares 56803557 27408671 Earnings per share (Rs.) (Equity Shares of the face value of Rs.10 each c. Basic Earnings per Share(Rs.) (a/b) (5.40) (9.55) d. Diluted Earnings per Share (Rs.)(a/b) (5.40) (9.55)

32.1 Contingent liabilities and commitments to the extent not provided for :

(Rs. In lacs)

Year Ended 30th September, 2014

Period Ended 30th September, 2013

a) Guarantees (excluding since released) given by the Company on behalf of bodies corporate

Limit 860.00* 860.00*

Amount Outstanding 860.00* 860.00*

b) Guarantees given by Bank on behalf of the Company 500.89 347.71

c) Cumulative Dividend on Preference Shares 783.75 752.40

d) Claims against the Company not acknowledged as debts (to the extent ascertainable from available records)

i) Income / Agriculture Tax matters pending in appeal at various stages (other than matters awaiting quantification by assessing authorities and/ or with favourable appellate decisions for earlier years, against which further appeals are pending)

88.83 88.83

ii) Sales Tax matters under appeal (to the extent ascertained) 61.05 252.22

e) A show cause notice issued in 1986 in respect of erstwhile tobacco division taken up for hearing by the adjudicator. The management is of the view that in accordance with the Scheme of Arrangement approved by Calcutta High Court, liabilities relating to Excise stood vested from 1st April, 1984 to New Tobacco Company Ltd. (NTC) pursuant to trans-fer of tobacco business to the said NTC effective that date.

Not ascertainable Not ascertainable

Future cash out flow in respect of d) & e) is dependent upon the outcome of judgments/decisions.

*The above figure does not include interest payable in respect of a body corporate as it is not ascertainable.

32.2 Estimated value of Capital Commitments (Net of Advances Rs.Nil Previous Year Rs. 7.51 lacs) - Rs.Nil (Previous Year Rs.68.19 lacs).

32.3 Expenditure in Foreign Currency on account of:

- Foreign Travel Rs.23.16 lacs (Previous Year Rs.9.59 lacs).

33.(a) Figures for the period ended 30th September, 2013 relates to the period of 18 months and therefore, these are not comparable with figures of current year.

(b) The previous period figures have been reclassified / regrouped / rearranged to make it comparable with the current year's figures.



56

STATEMENT REGARDING SUBSIDIARY COMPANIES

(Pursuant to Section 212 of the Companies Act, 1956)

1. The interest of Duncans Industries Limited in its under noted Subsidiary Companies at the close of their financial years as shown below is as under :

Name of Subsidiary Financial

Year ended

Extent of Interest Subsidiaries Profit / (loss) (Rs.in lacs)

No of Equity Shares

% total Share

holding

Current Year

Previous year

(a) DAIL Consultants Ltd. 31.03.14 40007 100 (0.19) (7.51)

(b) North India Fertilisers Limited 31.03.14 4647520 100 0.05 0.18

(c) Leyden Leasing and Financial Services Ltd.

31.03.04 1989570 100 (0.17) (0.18)

(d) Pentonville Software Ltd. 31.03.14 7749100 100 (3.95) (1.27)

2. No part of Subsidiaries' Profits / (Losses) has been dealt with in the Company's Accouts.

3. There has been no change in the Company's interest in the Subsidiaries between the end of their financial years and that of the Company.

4. Material changes in respect of Fixed Assets etc of Subsidiary Companies between the close of their financial years and that of the Company - Not Applicable.







57

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58

2013-14 (12 Months)

2012-2013 (18 Months)

Tea Estates Hectarage (Mature Tea)

Crop (Qtls)

Yield (Qtls/Hec)

Hectarage (Mature Tea)

Crop (Qtls)

Yield Qtls/Hec

Birpara 732.87 16,625 22.68 774.84 28,462 36.73

Hantapara 575.75 10,996 19.10 575.07 19,019 33.07

Dumchipara 597.25 14,528 24.32 628.09 22,225 35.39

Lankapara 661.82 10,509 15.87 657.21 19,176 29.18

Tulsipara 414.19 5,800 14.00 396.11 11,596 29.27

Garganda 411.49 9,232 22.43 433.14 15,683 36.62

Killcott 363.12 5,983 16.47 381.02 11,766 30.88

Nagaisuree 552.00 10,957 19.85 563.65 18,037 32.00

Bagracote 430.24 7,373 17.14 445.86 13,461 30.19

Gungaram 721.66 16,826 23.32 746.39 26,056 34.91

Runglee 183.97 1,419 7.71 183.97 2,946 16.02

Marybong 284.52 1,229 4.32 284.52 2,064 7.26

Projects (Planted area)

Terai Land 770.38 12,849 16.68 770.38 23,396 30.37

Madarihat Land 194.29 3,689 18.98 194.29 6,746 34.72

OPERATING UNITS, OFFICES AND STATISTICAL INFORMATION

Corporate Office : Duncan House, 31, Netaji Subhas Road, Kolkata-700 001


59

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of Duncans Industries Limited

1. Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Duncans Industries Limited ('the Company'), its subsidiaries and associate (the Company and its subsidiaries and associate hereinafter collectively referred to as 'the Group') which comprise the consolidated Balance Sheet as at September 30th, 2014, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement, significant accounting policies and other notes thereon for the year ended on that date.

2. Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ('the Act') read with the General Circular 15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

3. Auditors' Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

4. Basis for Qualified Opinion

(I) Attention is invited to the following notes to the financial statements:

a) Note 8(e) regarding non provision of depreciation of Rs.20.45 lacs in one of the subsidiary during the year;

b) Note 10 (a) (i) and 10(b)(i) regarding shortfall in value of loans and advances given to certain companies;

c) Note 19(i) regarding non ascertainment of impact of wage revision pending negotiations thereof;

d) Note 22 regarding payment of managerial remuneration amounting to Rs.719.30 lacs (including Rs. 196.68 lacs for the year) which is subject to approval of the Central Government;

e) Note 26 regarding non-provision of Rs. 811.67 lacs demanded by the appropriate authorities as 'Salami' on renewal of lease in certain circumstances;

f) Note 27 regarding certain debit and credit balances including advances, trade receivables, trade payables and other liabilities which are subject to confirmation and reconciliation thereof;

(II) Impacts with respect to Para b) to e) above are presently not ascertainable and as such cannot be commented upon by us and had the impact of Para a) above been considered, the loss for the year would have been Rs.3138.12 lacs as against the reported loss of Rs.3117.67 lacs and surplus/(deficit) in profit and loss thereof would have been Rs.(23863.77) lacs as against the reported figure of Rs.(23843.32) lacs.


60

5. Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on the financial statements of the subsidiaries and associates referred to below in the Other Matters paragraph, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph, the aforesaid consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the consolidated Balance Sheet, of the state of affairs of the Group as at September 30 2014;

(b) In the case of the consolidated Statement of Profit and Loss, of the loss of the Group for the year ended on that date; and

(c) In the case of the consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.

6. Emphasis of Matter

Without qualifying our opinion on this matter, we draw attention to Note 24 (a) to the financial statements which indicate that inspite of the Company's networth becoming negative, the accounts have been prepared on going concern basis. The Company's ability to continue as a going concern is dependent upon the outcome of the measures as per BIFR scheme under implementation and other ameliorative steps and prospects thereof and as such, we are unable to comment on the same.

7. Other Matters

(a) We did not audit the financial statements of any of the subsidiary companies whose financial statements reflect total assets of Rs. 200.08 Lacs as at 31st March 2014, total revenue of Rs 0.91 Lacs and Net cash outflows of Rs. 0.52 Lacs for the year ended as on that date. These financial statements and other financial information of these subsidiaries have been audited by other auditors whose reports have been furnished to us, and our opinion, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors.

(b) We also did not audit the consolidated financial statements of the associate of the Company as at 31st March, 2014, whose financial statements reflect Group's share of net loss of Rs. 44.21 lacs for the year ended on that date as considered in the Consolidated Financial Statements. These financial statements and other financial information of this associate has been audited by other auditor whose report has been furnished to us, and our opinion, in so far as it relates to the amounts and disclosures included in respect of this associate, is based solely on the report of the other auditor.

(c) Our opinion is not qualified with respect to matters reported under (a) and (b) above.

For Lodha & Co.

Chartered Accountants Firm ICAI Registration No: 301051E



61

Consolidated Balance Sheet as at 30th September, 2014

Notes As at As at 30th September, 2014 30th September, 2013 (Rs in lacs) (Rs in lacs)EQUITY AND LIABILITIES

Shareholders' Funds Share Capital 2 6455.92 5930.92 Reserves and Surplus 3 (8647.62) (5511.75)

(2191.70) 419.17Minority Interest 0.99 0.99 (9993 Preference Shares of Rs. 10 each fully paid)

Non- Current Liabilities Long Term Borrowings 4(a) 1178.95 2479.50 Deferred Tax Liabilities (Net) 29 - - Other Long Term Liabilities 5(a) 2216.38 1117.23 Long Term Provisions 6(a) 5315.79 5610.67

8711.12 9207.40 Current Liabilities Short Term Borrowings 4(b) 2470.10 2489.60 Trade Payables 7 4617.20 4737.37 Other Current Liabilities 5(b) 20112.31 18009.75 Short Term Provisions 6(b) 1301.33 244.04

28500.95 25480.76

Total 35021.36 35108.32

ASSETS Non-current assets Fixed Assets: 8 Tangible Assets 21111.70 21265.42 Capital Work- in -progress 180.08 222.25 Non-Current Investments 9 (a) 1380.22 1424.44 Long Term Loans and Advances 10(a) 2733.08 4378.12 Other Non Current Assets 11(a) 17.39 - 25422.47 27290.23 Current Assets Current Investments 9 (b) 1.86 2.71 Inventories 12 5614.69 5939.39 Trade Receivables 13 1070.66 473.82 Cash and Bank balances 14 738.57 891.70 Short Term Loans and Advances 10(b) 2146.90 490.95 Other Current Assets 11(b) 26.21 19.52 9598.88 7818.09

Total 35021.36 35108.32

Significant Accounting Policies (Note 1) & Other accompanyingnotes are integral part of these financial statementsFor Lodha & Co.Chartered AccountantsFirm Regn. No.301051E




Shrivardhan GoenkaDirector



62

Consolidated Statement of Profit and Loss for the year ended 30th September, 2014

Notes Year ended Period ended 30th September, 2014 30th September, 2013 (Rs in lacs) (Rs in lacs)

Revenue from Operations 15 18457.86 26210.17 Other Income 16 497.76 888.47

Total Revenue 18955.61 27098.64 Expenses Cost of Materials Consumed 17 34.07 132.16 Change in Inventories of Finished Goods (Increase)/Decrease 18 154.85 (4494.79) Employees Benefit Expenses 19 12458.62 18576.31 Finance Cost (Interest) 1801.87 2574.79 Depreciation and Amortisation Expenses 316.38 475.65 Less: Transfer from Revalution Reserve 18.20 298.18 27.29 448.36 Other Expenses 20 7281.48 12488.94

Total Expenses 22029.06 29725.77

Profit/(Loss) before Tax (3073.45) (2627.13) Tax Expense (1) Current Tax - - (2) Deferred Tax 29 - -

Profit/(Loss) for the year/period (3,073.45) (2,627.13)

Share of Profit/ (Loss) in Associate (44.22) (202.04)

Profit/(Loss) for the year/period after shareof associates (3,117.67) (2,829.17)Earning per Equity Share (of Face Value of Rs.10/- each) 30 - Basic (Rs.) (5.49) (10.32) - Diluted (Rs.) (5.49) (10.32) Significant Accounting Policies (Note 1) & other accompanying notes are integral part of these financial statements








63

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30TH SEPTEMBER, 2014



A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit/(Loss) before taxation for the year/period (3117.67) (2829.17)

Adjustment for :

Prior period adjustment(net) 0.43 90.12

Depreciation expense 298.18 448.36

Share of (Profit)/Loss in Associate 44.22 202.04

Provision for Doubtful Debts and Advances 45.00 7.41

Sundry Balances Written Off - 0.11

Other Liabilities/Provisions written back (180.68) (350.29)

Provision for obsolete and non-moving stock - 8.00

Profit(-)/Loss on Discard/Sale of Fixed Assets(Net) - 2.06

Profit(-)/Loss on Sale of Investments (0.14) (0.16)

Income from Investments (0.43) (0.31)

Finance Costs 1801.87 2574.79

Interest Income (7.60) (15.51)

Operating Profit before Working Capital Changes (1116.82) 137.46

Adjustment for changes in working capital:

(Increase)/Decrease in Trade and other receivables (652.41) (400.58)

(Increase)/Decrease in Inventories 324.70 (4340.52)

Increase/(Decrease) in Trade payables (120.17) 1821.69

Increase/(Decrease) in Other Liabilities & Provisions 3538.19 5020.39

Cash generated from Operation 1973.49 2238.44

Taxation(Net) (0.34) (0.81)

Net Cash generated from/(used in) Operating Activities (A) 1973.15 2237.63

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (121.48) (604.25) Sale/Redemption of Investments 0.99 1.00 Deposits in Banks (17.72) (74.55) Amount received from KFCL for settlement of liabilities in terms of BIFR scheme(net of payment) (75.93) 1,168.31 Interest and Dividend received 1.34 4.39

Net Cash generated from/(used in) Investing Activities (B) (212.79) 494.91


64


Period ended Year ended 30th September, 2014 30th September, 2013


C. CASH FLOW FROM FINANCING ACTIVITIES

Share Capital 525.00 366.50

Short Term Borrowings (19.50) 37.19

Long Term Borrowings (525.25) (480.00)

Finance Costs paid (1879.04) (2623.59)

Net Cash generated from/(used in) Financing Activities (C) (1898.79) (2699.90)

Net Increase/ (Decrease) in Cash and Cash equivalents (A+B+C) (138.43) 32.63

Cash and Cash equivalents at the beginning of the year/period * 186.45 153.82

Cash and Cash equivalents at the end of the year/period ** 48.02 186.45

* Deposits with banks not considered in Cash and Cash equivalents 81.24 3.01

** Deposits with banks not considered in Cash and Cash equivalents 98.96 81.24

Notes : 1) The above Cash Flow Statement has been compiled/prepared based on the audited accounts of

the Company under the "Indirect Method" as set out in the Accounting Standard-3 on Cash Flow Statements

and the reallocations made as required for the purpose.

2) Cash and Cash equivalents is net of Rs 608.98 lacs (Rs. 624.01 lacs) being the amount kept deposited for

repayment of outstanding refund warrants against public deposits.

3) Previous period's figures have been rearranged, where necessary.

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








65

CONSOLIDATED FINANCIAL STATEMENTS

Significant Accounting Policies forming part of the Consolidated Financial Statements of Duncans Industries Limited and its Subsidiaries for the Year Ended 30th September 2014.

1(A) a) Principles of Consolidation The Consolidated Financial Statements of Duncans Industries Limited ('the Company') and its subsidiary

companies have been prepared in accordance with Accounting Standard (AS 21) on 'Consolidated Financial Statements' and Accounting Standard (AS 23) 'Accounting for Investments in Associates in the Consolidated Financial Statements'. The basis of preparation of the Consolidated Financial Statements is as follows:

- The financial statements (the Balance Sheet and the Statement of Profit & Loss) of the Company and its subsidiaries have been consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses, after eliminating intra-group balances and transactions and the resulting unrealized profits or losses.

- The differential with respect to the cost of investments in the subsidiary over the Company's portion of equity is recognised as Goodwill or Capital Reserve, as the case may be. Such goodwill / capital reserve has been consolidated based on the audited financial statements of the subsidiaries as on the reporting date immediately preceding the date on which the holding-subsidiary relationship came into existence.

- Entire equity share capital is held by the holding company and as such there is no minority interest in the net assets of the consolidated subsidiaries. However, Preference shares held other than by holding company has been considered under minority interest.

- Investment in associate are valued and accounted for under equity method of accounting in accordance with AS 23. Under the said method, the investments are initially recorded at cost which includes goodwill / capital reserve arising at the time of acquisition and adjusted thereafter for the post acquisition change in the Company's share in the net assets of the investee company.

b) The list of subsidiaries (all incorporated in India), which are included in this Consolidated Financial Statements along with the Company's holdings therein are as under:

Sl. No. Name of the Company Ownership Interest (Percent)

Year ended 30th September, 2014

Period ended 30th September, 2013

1. North India Fertiliser Ltd. 100.00 100.00

2. Dail Consultants Ltd. 100.00 100.00

3. Leyden Leasing and Financial Services Ltd. 100.00 100.00

4. Pentonville Software Ltd. 100.00 100.00

c) The financial statements of the entities (subsidiaries and associates) used for the purpose of consolidation as on the reporting date are not available and hence, these have been consolidated based on audited financial statements as on 31st March, 2014. d) The particulars of investment as required in terms of AS 23 are as follows:

(Rs. in lac)

Name Of the Associate Voting Power

(%)

Original Cost

Group's Loss upto 30th

September 2013

Carrying Cost

Goodwill included in

original cost

ISG Traders Ltd. (ISG) 18.05(18.05)

3839.12 #(3839.12#)

(2720.58)(2676.37)

1118.55(1162.76)

3101.76#(3101.76#)

Shantipara Tea Company Limited (with effect from 28th March, 2014)

30

(-)

(-)(##)

(-)

(-)

(-)

(-)

(-)

(-)

(-)

Previous year's figures have been given in the bracket ( ). # Net of diminution of Rs. 26480.72 (Previous Year Rs. 26480.72) in the value of investments. ## Net of diminution of Rs. 853.78 (Previous Year Rs. Nil) in the value of investments.


66

e) Minority interest representing non-convertible preference shares have been allotted in March, 2009 and are redeemable after a period of 10 years and carry nil rate of dividend.

1(B) Significant Accounting Policies:

1.1 Basis of Accounting:

The Accounts have been prepared on the historical cost basis adjusted by the revaluation of certain Fixed Assets, in accordance with the provision of the Companies Act and accounting standards notified vide Companies (Accounting Standards) Rules, 2006.

All expenses and income, unless specifically stated to be otherwise, have been accounted for on mercantile basis and are consistent with generally accepted accounting principles.

1.2 Use of Estimates:

The preparation of financial statements require the management to make estimates and assumptions that effect the reported amount of assets and liabilities and disclosures relating to contingent liabilities as at the balance sheet date and the reported amounts of income and expenses during the period. Differences between the actual results and the estimates are recognized for the relevant period as and when the results become materialise.

1.3 Fixed Assets and Depreciation:

Fixed Assets as revalued from time to time are stated at revalued amounts less depreciation. Fixed Assets other than the above are stated at cost less depreciation. Expenditure on new tea planting is capitalised. In the case of new tea areas taken up as projects, all

expenditure till the plantation reaches the full bearing stage is capitalised. Cost of up-keep and maintenance of young tea is charged to revenue. Depreciation on Fixed Assets, including on revaluation, has been provided for as under: For additions upto December, 1975, on Reducing Balance Method in the manner and at the rates specified in

Schedule XIV to the Companies Act, 1956 and subsequently on Straight Line Method except in case of Dail Consultants Limited where depreciation is charged on written down value basis, in keeping with the aforesaid Schedule XIV or at the rates applicable at the time of installation/acquisition thereof.

Depreciation on assets given on lease by a subsidiary has not been provided for the year as adequate provision for net book values thereof outstanding as on 31.03.2013 has been made in the accounts in terms of the Reserve Bank of India's prudential norms for provisioning against non performing assets.

In case of revalued assets, depreciation has been provided on Straight Line Method based on useful life either assessed technically or derived with respect to the rates specified in Schedule XIV to the Companies Act, 1956.

An amount equivalent to the additional charge of depreciation due to revaluation is transferred to the Statement of Profit and Loss from Revaluation Reserve.

1.4 Impairment :

Fixed Assets are reviewed at each Balance Sheet date for impairment. In case events and circumstances indicate any impairment, recoverable amount of fixed assets is determined. An impairment loss is recognised whenever the carrying amount of assets either belonging to Cash Generating Unit (CGU) or otherwise exceeds recoverable amount. The recoverable amount is greater of assets net selling price or its value in use. An impairment loss is reversed if there has been change in the recoverable amount and such loss either no longer exists or has decreased.

1.5 Investments:

Investments being long term in nature are stated at cost. Diminution in values thereof, other than temporary in nature, are adjusted there from and recognised in the Statement of Profit and Loss.

1.6 Inventories:

Inventories are valued at lower of cost or net realisable value.

Manufacturing costs for tea comprise of material, labour and other appropriate overheads.

Cost for Raw Material, Stores and Spare Parts are valued on weighted average basis.


67

1.7 Employee Benefits

Employee benefits are accrued in the year services are rendered by the employees.

Contribution to defined contribution schemes such as Provident and Family Pension Fund etc. are recognized as and when incurred.

Long term employee benefits under defined benefit scheme such as contribution to gratuity, leave, superannuation, provident fund etc. are determined at close of the period at present value of the amount payable using actuarial valuation techniques.

Actuarial gain and losses are recognized in the year when they arise.

1.8 Foreign Currency Transactions:

Transactions in foreign currency are accounted for, at the exchange rate prevailing on the date of the transaction. Foreign currency monetary assets and liabilities at the year-end are translated using the closing exchange rates. The loss or gain thereon and also on the exchange differences on settlement of foreign currency transaction during the period are recognized as income or expenses and are adjusted to the Statement of Profit and Loss under respective heads of accounts.

1.9 Research and Development:

Expenditure on research and development (other than those relating to Fixed Assets) including contribution to research associations is charged against the profit for the year in which it is incurred.

1.10 Sales:

Sales are recognised on passing of property in the goods. Consignment sales are accounted for on receipt of the relevant account sales.

1.11 Grants and Subsidies from Government:

Grants from Government relating to Fixed Assets are shown as a deduction from the gross value of Fixed Assets and those in the nature of Project Capital Subsidy, are credited to Capital Reserve. Other Government grants including subsidies, incentives, duty drawback, etc. are credited to the Statement of Profit and Loss or deducted from the related expenses.

1.12 Leasing

Lease Equalisation representing Annual Charges (i.e. annually apportioned cost of net investments in the leased assets over the lease term arrived on Internal Rate of Return method) less statutory depreciation on the related assets has been recognised.

Stock on hire is taken at cost financed by the Company as reduced by capital recovery on installments.

Lease income and finances charges earned on Hire Purchase are recognised on accrual basis on Internal Rate of Return method on individual agreements.

Provision for non-performing assets has been arrived at after taking into account balances lying in security deposit / margin accounts as received from the related parties at the time of grant of lease finance.

1.13 Borrowing Cost:

Borrowing cost in relation to the acquisition or construction of a qualifying asset is capitalized as part of the cost of such assets. Other borrowing costs are charged as expenses in the year in which they are incurred.

1.14 Income Tax:

Provision for tax is made for both current and deferred taxes. Current tax is provided on the taxable income using the applicable tax rates and tax laws. Deferred tax assets and liabilities arising on account of timing differences, which are capable of reversal in subsequent periods, are recognised using tax rates and tax laws which have been enacted or substantively enacted. Deferred tax assets are not recognised unless there is sufficient assurance for reversal of the same in future years.

1.15 Provisions, Contingent Liabilities and Contingent Assets:

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not provided for but disclosed by way of Notes to the Financial Statements. Contingent assets are neither recognized nor disclosed in the financial statements.


68

Notes Forming Part of the Consolidated Financial Statements (Contd.)

As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)2. Share Capital Authorised 80000000(Previous Year 55000000) Equity Shares of Rs 10/- each. 8,000.00 8,000.00 15500000(Previous Year 8000000) Cumulative Preference Shares of Rs 100/- each. 15,500.00 15,500.00

23,500.00 23,500.00 Issued, Subscribed and Paid up 60759036 (Previous Year 55509036) Equity Shares of Rs 10/- each.(Note 24(c)) 6,075.90 5,550.90 435 (Previous Year 435) Forfeited Equity Shares of Rs 10/- each 0.02 0.02

6,075.92 5,550.92

380000(Previous Year 380000) 8.25% Redeemable Cumulative Preference Shares(RCPS) of Rs 100/- each (Note (i)) 380.00 380.00

Total 6,455.92 5,930.92

(i) In terms of the Scheme of rehabilitation sanctioned by BIFR (the scheme) 8.25% redeemable cumulative preference shares are redeemable in five annual installments commencing from March, 2017.

(ii) 435 Equity shares for which calls were in arrears, were forfeited in the previous year.(iii) Equity share capital include 4200 equity shares amounting to Rs. 0.42 lacs issued in terms to the Scheme

against fractional entitlement of shares to a person authorised by the Board to hold these shares in trust and sell the same to distribute the proceeds to the shareholders against their fractional entitlements of shares.

(iv) Reconciliation of the number of shares outstanding is set out below:

As at As at 30th September, 2014 30th September, 2013 No. of Shares (Rs. in lacs) No. of Shares (Rs. in lacs)Equity Shares: At the beginning of the year/period 55509036 5550.92 53223026 5322.30Less: Calls in arrear Forfeited during the year/period - - 435 0.02 Reduction during the year/period (Note 24(b)) - - 31933555 3193.36Balance after Reduction and consolidation 55509036 5550.92 21289036 2128.92 Issued during the year/period (Note 24(c)) 5250000 525.00 34220000 3422.00Outstanding as on the close of the year/period 60759036 6075.92 55509036 5550.92

8.25% Redeemable Cumulative Preference Shares: At the beginning of the year/period 380000 380.00 950000 950.00 Reduction during the year/period (Note 24(b)) - - 570000 570.00 Outstanding as on the close of the year/period 380000 380.00 380000 380.00

0.001% Redeemable Cumulative Preference Shares: At the beginning of the year/period - - 16598331 16598.33 Less: Written back during the period (Note 24(b)) - - 16598331 16598.33 Outstanding as on the close of the year/period - - - -


69

v) Shareholders holding more than 5% under each class of shares

As at As at 30th September, 2014 30th September, 2013 Name of the shareholders No. of Shares % No. of Shares %

Equity ISG Traders Limited 29491860 48.54 27341860 49.26 Shubh Shanti Services Limited 9600000 15.8 9600000 17.29 Kavita Marketing Pvt Limited 4000000 6.58 4000000 7.21 Julex Commercial Co Limited 3100000 5.10 600000 1.08 8.25% Redeemable Cumulative Preference Shares of Rs. 100/- each Albert Trading Company Pvt Limited 80000 21.05 80000 21.05 Industrial Development Bank of India 300000 78.95 300000 78.95

(vi) Terms and Rights attached to equity shares:

The company has one class of equity shares having par value of Rs. 10 per share. Each share holder is eligible for one vote per share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, In the event of liquidation the equity share holder are eligible to receive the remaining assets after discharging all liabilities of the Company, in proportion to their shareholding.

(vii) Terms and Rights attached to Redeemable Cumulative Preference Shares (RCPS) :

The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company before redemption of the RCPS, the holders of RCPS shall have priority over equity shareholders in the payment of dividend and repayment of capital.

As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)3. Reserves and Surplus

Revaluation Reserve

Balance as per Last Balance Sheet 3,684.80 3,712.09

Less: Transferred to Statement of Profit and Loss 18.20 27.29

Balance as at year end/period 3,666.60 3,684.80

Capital Reserve on consolidation 2.98 2.98

Capital Redemption Reserve (Note24(b))

Balance as per Last Balance Sheet 1.00 1,501.00

Less:Transferred to Surplus - 1,500.00

1.00 -

Securities Premium Account 11,525.11 11,525.11

Surplus

Balance of Profit/(Loss) as per last Balance sheet (20,725.65) (38,886.79)

Transfer from Capital Redemption Reserve - 1,500.00

Adjustment to share in Associate- Earlier years - (871.38)

Reduction and write back of Share Capital (Note24(b)) - 20,361.69

Loss as per Statement of Profit and Loss (3,117.67) (2,829.17)

Balance as at year end/period (23,843.32) (20,725.65)

Total (8,647.62) (5,511.75)



70

Notes Forming Part of the Consolidated Financial Statements (Contd.) As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)4. (a) Long term Borrowings

(i) Secured Term Loans: From Bank (Note i & ii) 799.95 2100.50 From Assets Reconstruction Company (India) Ltd.(ARCIL) (Note i & iii) 379.00 379.00

Total 1178.95 2479.50

(b) Short Term Borrowings Secured Cash Credit (repayable on demand) From Bank (Note i) 2470.10 2489.60

Total 2470.10 2489.60

(i) The cash credit from bank, term loans from bank and Arcil including non-fund based facilities retained for tea operation are secured / to be secured by first charge over the immoveable properties (both present and future), moveable fixed assets (both present and future) and current assets (both present and future) and secured by way of personal guarantee of one of the Director of the Company.

Further, term loans from bank is secured by pledge of shares of the Company held by other body corporates and one of the Director and collateral security of flat of another body corporate.

(ii) Term Loans from Bank:

a) Working Capital Term Loan of Rs. 2026.25 lacs (Rs. 1466.30 lacs included in current maturities of long term borrowings) is repayable as:Rs. 530.50 lacs on 30th September, 2014, Rs. 655.80 lacs on 31st March,2015, Rs. 280 lacs on 30th September, 2015, Rs 280 lacs on 31st, March 2016, Rs. 279.90 lacs on 30th September, 2016 and carries interest of 4.80% per annum above base rate of SBI at monthly rests.

b) Funded Interest Term Loan (interest free) of Rs 599 lacs (Rs. 359.00 lacs included in current maturities of long term borrowings) is repayable in five equal half yearly installments of Rs. 120 lacs each on 30th September and 31st March.

(iii) In terms of the BIFR order dated 22nd January, 2014, term loan from ARCIL of Rs 1137 lacs (Rs 758 lacs included in current maturities of long term borrowings) is repayable in three yearly installments of Rs. 618 lacs (including interest of Rs 239 lacs ) commencing from 30th September, 2014 (extended from 15th March, 2013). However, ARCIL has preferred an appeal before AAIFR against the extension granted to the Company for repayment of loan.

(iv) Current maturities of Long term borrowings include Rs 1029.50 lacs and interest accrued and due (shown under Note 5(b)) includes Rs 289.93 lacs which have fallen due for payment on 30th September, 2014 in terms of (ii) & (iii) above.

(v) Current maturities of Long term borrowings has been disclosed under Other Current Liabilities (Refer Note 5(b)).

(vi) The amount payable to the secured lenders as One Time Settlement (OTS) in terms of the scheme had been deposited in Escrow with the SBI (the Monitoring Agency appointed by BIFR), as per the stipulations in the scheme. All the lenders excepting PICUP have accepted the payment and the charges and securities against the loan given by them have been released / yet to be released.


71

Notes Forming Part of the Consolidated Financial Statements (Contd.) As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)5. (a) Other Long Term Liabilities

Unsecured Creditors(Note i) 196.76 393.50

Security Deposits 33.65 20.53

Liability for Hire Purchase Loans(Note iv) 197.33 197.33

Liabilities pertaining to Fertiliser Undertaking in

terms of the Scheme (Note ii) 252.94 505.87

Other Statutory payables (Note 25) 1,535.70 -

Total 2,216.38 1,117.23

(i) Unsecured creditors of Rs. 590.28 lacs (as on 30.9.2014 Rs. 577.85 lacs) (Rs. 381.09 lacs included in Current maturities of Other Long term Liabilities) are payable in three equal annual installments after a moratorium of one year from the date of sanction of the Scheme.

(ii) Unsecured advances from bodies corporate and 15% OCD of Rs. 758.81 lacs (as on 30.9.2014 Rs. 682.87 lacs)(Rs. 429.94 lacs included in Current maturities of Other Long term Liabilities) is repayable in three equal annual installments after a moratorium of one year from the date of sanction of the Scheme.

(iii) Current maturities of Other Long term Liabilities pertaining to (i) and (ii) has been disclosed under Other Current Liabilities (Refer Note 5(b)).

(iv) Amount payable for hire purchase loans is due for payment and will be adjusted against the subsidies available from Tea Board.

(v) The liability in respect of (ii) above is payable out of the funds provided by Kanpur Fertilizers and Cement Limited (KFCL) pursuant to the Scheme on transfer of Fertiliser Undertaking.

5. (b) Other Current Liabilities

Current maturities of long term borrowings (Note 4(b)(i to iv)) 2,583.30 1,808.00 Current maturities of other long term liabilities (Note 5(a)(i)&(ii) and 5(b)(i)) 811.03 449.69 Interest accrued but not due on borrowings (Note 4(b)(i)) 114.00 91.00 Interest accrued but not due - others 117.80 80.00 Interest accrued and due on borrowings (Note 4(b)(i&iv)) 289.94 440.32 Interest accrued and due - others 150.06 137.65 Unclaimed refund warrants for fixed deposits (Note 5(b)(ii)) 608.98 624.01 Security Deposits and Advances (Note 5(b)(iii)) 7,101.72 5,638.77 Creditors for Capital Goods 54.40 55.35

Others (includes Statutory payables Rs. 3193.37 lacs (Previous Year Rs. 3494.19 lacs), accruals for employees Rs.3664.96 Lacs (Previous Year Rs. 3778.68 lacs), accrual for other expenses Rs.1257.23 lacs (Previous Year Rs 1034.22 lacs)(Note 21) 8,281.08 8,684.96

Total 20,112.31 18,009.75

(i) Current maturities of Other Long term liabilities include Rs. 361.33 lacs due against unsecured creditors and liabilities as given in Note 5(a)(i)&(ii)) above.

(ii) The amount of unclaimed refund warrants has been kept deposited in separate bank a/c shown under other bank balances.(Note 14)

(iii) Security deposits and advances includes Rs.4888.11 lacs (Previous Year Rs.3827.32 lacs) being advance financing against sale of tea.


72

Notes Forming Part of the Consolidated Financial Statements (Contd.) As at As at

30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)6. (a) Long Term Provisions

Provision for leave encashment, retirement gratuity, etc.(Note 25) 5202.75 5497.63 Others 113.04 113.04

Total 5315.79 5,610.67

6. (b) Short Term Provisions Provision for leave encashment, retirement gratuity, etc.(Note 25) 1173.84 116.55 Provision for Fringe Benefit Tax 107.14 107.14 Provision for Income Tax 20.35 20.35

Total 1301.33 244.04

7. Trade Payables

Trade Payables 4617.20 4737.37

Total 4617.20 4737.27

(i) The Company has sought confirmation from the suppliers confirming their status under "The Micro Small and Medium Enterprises Development Act, 2006" To the extent information is available with the Company, there are no suppliers covered under the said Act.



73

Note

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rt of

the

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anci

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tate

men

ts (C

ontd

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on

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As o

n30

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Impa

irmen

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o 30

.09.

2013

Upto

30

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For t

he

year

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on d

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sold

Up

to

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on

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9.20

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on

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(Rs.

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of L

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vious

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as n

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ided

dur

ing

the

year

.


74

Notes Forming Part of the Consolidated Financial Statements (Contd.) No. of As at As at Shares/ 30th September, 2014 30th September, 2013 Debentures (Rs. in lacs) (Rs. in lacs)9.(a) Non Current Investmens Long Term (Other than Trade Investments) Quoted In fully paid up equity shares In Associates (Refer Note 1 A (d ))(#)(##) 1118.55 1162.76 In Others(#)(##) 9.30 1127.85 9.30 1,172.06 Unquoted In fully paid up equity shares In Others# 249.83 249.83 Trade Investments In Fully paid Ordinary Shares : In Others 2.55 2.55 Total 1,380.22 1,424.44

(i) # Investments net of diminution of Rs. 29021 lacs (Previous Year Rs 27843 lacs).(ii) ## Market quotations in respect of Non-Traded shares are not available since long. Therefore market values of

these investments have not been stated.

(iii) During the year advance towards equity participation of Rs. Rs.853.78 lacs from Santipara Tea Company Ltd have been converted into equity shares of the Company.Physical/demat shares have not been received.However, necessary formalities for issue of shares etc.is yet to be completed.

9.(b) Current Investmens Unquoted (Trade Investments) Mutual Funds 17665.81 units (previous year 25895.78 units) of Prudential-ICICI Gilt Fund - At Cost 1.86 2.71

Total 1.86 2.71


75

Notes Forming Part of the Consolidated Financial Statements (Contd.) As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)10. (a) Long Term Loans and Advances Unsecured (Considered good unless otherwise stated) Deposits

Considered good 154.69 132.92 Considered Doubtful 13.40 13.40

Less: Provided against above 13.40 13.40 154.69 132.92 Balances with Customs, Central Excise and Port Trust etc. 1.38 0.29 Loans to employees Considered good 52.76 70.80 Considered Doubtful 25.33 25.33 Less: Provided against above 25.33 25.33 52.76 70.80

Loans and Deposits (Note i)(Note 21) Considered Good (including related parties of Rs. 1787.10 Lacs (Previous Year Rs. 1685.73 lacs)) 2,416.03 4,066.84 Considered Doubtful 730.04 736.47 Less: Provided against above 730.04 736.47

2,416.03 4,066.84 Other Advances Considered Good 1.86 Considered Doubtful 282.65 284.53 Less: Provision against above 282.65 284.53 - 1.86 Advances towards Equity participation (Note 9(a)(iii)) Considered good - - Considered Doubtful - 853.79 Less: Provided against above - 853.79 - - Balances with Sales Tax Authorities 42.79 40.33 Advance Tax 65.42 65.08

Total 2,733.08 4,378.12

(i) Loans and deposits includes Rs.1780.80 lacs (Previous Year Rs.1721.47 lacs) outstanding from Santipara Tea Company Ltd. (STCL) . Considering the strategic involvement and consequential restructuring etc., no provision has been considered necessary in this respect.


10 (b) Short Term Loans and Advances Unsecured (Considered good unless otherwise stated) Advances to suppliers and others Considered Good 447.94 473.81 Considered Doubtful 282.43 235.55 Less: Provision against above 282.43 235.55 447.94 473.81 Loans and Deposits (Note i)(Note 21) 1,685.00 - Prepayments 13.96 17.14

Total 2,146.90 490.95

(i) Loans and deposits amounting to Rs.1685 lacs (Previous Year Rs.1685 lacs included in long term loans and advances) given to Andhra Cements Limited (ACL) in earlier years in terms of the scheme of rehabilitation of ACL is recoverable from ISG Traders Ltd.by March, 2015 in terms of the agreement in this respect.



76

Notes Forming Part of the Consolidated Financial Statements (Contd.) As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)11(a) Other Non-Current Assets Unsecured (Considered good) Term deposit(including margin money) for remaining maturity of more than 12 months 17.39 -

Total 17.39 -

11(b) Other Current Assets Unsecured Interest accrued and due Considered Good 26.21 19.52 Considered Doubtful 386.84 386.84 Less: Provision against above 386.84 386.84 26.21 19.52

Total 26.21 19.52

12. Inventories (Valued at lower of cost or net realizable value unless stated otherwise) Stores and Spares 405.86 575.70 Less: Provision for obsolete and non- moving stocks 35.00 35.00 370.86 540.70 Finished goods Tea 5,243.83 5,398.69 Total 5,614.69 5,939.39

13. Trade Receivables Unsecured Outstanding for a period exceeding six months from the date they are due for payment Considered good 399.82 177.19 Considered Doubtful 300.93 294.88 Less: Provided against above 300.93 294.88 399.82 177.19 Others-Considered Good 670.84 296.63 Total 1,070.66 473.8214. Cash and Bank balances Cash and Cash Equivalents Balances with Banks: In current accounts: 24.50 165.23 Cash on hand 23.52 21.22 Sub Total 48.02 186.45 Other bank balances Term deposit (Including margin money) for remaining maturity of more than 3 months but less than 12 months 81.57 81.24 In current account for payment of refund warrants of fixed deposits (Refer Note 5(b)(ii)) 608.98 624.01

Sub Total 690.55 705.25

Total 738.57 891.70


77

Notes Forming Part of the Consolidated Financial Statements (Contd.) As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)15. Revenue from Operations Sale of Tea 18,494.58 26,235.44 Sale of Green Leaf 29.68 87.09 Total (Gross) 18,524.26 26,322.53 Less: Excise Duty and Cess 66.40 112.36

Revenue from Operation (Net) 18,457.86 26,210.17 16. Other Inccome

Interest on Bank Deposits and Margin Money 7.60 15.51 Dividend from Long Term Non Trade Investments 0.43 0.31 Profit on sale of current investments 0.14 0.16 Liabilities written back 180.68 236.36 Miscellaneous Income 308.90 636.13

Total 497.76 888.47

Miscellaneous income includes sale of tea waste and other scrap material etc. Rs. 280.60 lacs (Previous Year Rs. 465.45 lacs).

17. Cost of Materials Consumed Purchased Green Leaf (100% indigenous) 34.07 132.16

Total 34.07 132.16

18. Change in Inventories of Finished Goods ((Increase)/Decrease)) Finished Stock Opening Stock: - Tea 5398.69 903.90 Closing Stock : - Tea 5243.83 5398.69

Total 154.85 (4494.79)

19. Employees Benefit Expenses Salaries, Wages, and Bonus 10573.07 15,044.10 Contribution to Provident and other Funds 798.85 2,043.20 Other Benefits & Expenses 198.63 286.17 Labour and Staff Welfare 888.06 1,202.84

Total 12,458.62 18,576.31

(i) Negotiations in respect of wage rate for tea workers due for revision with effect from 1.4.2014 have not yet been concluded.Pending this,.wages for the period from April 2014 to September 2014 has been recognized based on the rates prevailing till 31.3.2014.Impact of the revision, if any, for the said period, will be given effect to on finalization of the same.



78

Notes Forming Part of the Consolidated Financial Statements (Contd.) As at As at 30th September, 2014 30th September, 2013 (Rs. in lacs) (Rs. in lacs)20. Other Expenses Consumption of Stores and Spares Parts (100% indigenous) 2,071.92 4,213.32 Power and Fuel 2,948.88 4,980.33 Repairs & Maintenance: Buildings 196.64 304.29 Machinery 156.95 255.34 Others 97.40 157.04 Hiring of Agricultural Equipment & Vehicles 121.23 173.49 Cess on Green Leaf - - Rent 3.06 13.96 Rates and Taxes {including Wealth Tax Rs.Nil (Previous Year Rs 1.50 lacs)} 68.15 95.75 Insurance 27.67 54.45 Freight,Marketing, Sale and Warehouse Charges 464.66 834.79 Commission and Brokerage on sales 202.63 288.66 Directors' Fees 3.11 5.25 Legal , Professsional & Consultancy Charges 368.52 379.21 Bank Charges 69.64 71.52 Provision for Doubtful Advances 45.00 7.41 Provision for obsolete and slow moving stores - 8.00 Prior period adjustments (net)(Refer Note (ii) below) 0.43 90.12 Sundry balances written off - 0.11 Provision for Doubtful Debts & Advances written back - (113.93) Loss on discard / sale of Fixed Asset (net) - 2.06 Miscellaneous 435.59 667.77

Total 7,281.48 12,488.94 (i) Details of payments to auditors (included in Legal, Professional and Consultancy Charges)(excluding service tax) (a) Statutory Audit Fee 8.26 12.26 (b) Tax audit fees 4.39 3.50 (c) For certification 14.05 15.07

Total 26.70 30.83

(ii) Prior period adjustments represents: (a) Subsidy on DAP, interest and other charges pertaining to fertiliser undetaking transferred to KFCL - 128.29 (b) Reversal on account of interest on provident fund - (33.23) (c) Charges/(Reversal) on account of other liabilities 0.43 (4.94)

Total 0.43 90.12

(iii) Refer Note 31.3 also


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Notes Forming Part of the Consolidated Financial Statements (Contd.)21.1 Related Party disclosures pursuant to Accounting Standard - 18. List of Related Parties with whom the Company

had transaction: (a) Associate / Group Company ISG Traders Limited (ISG),Santipara Tea Co Limited (STC)(w.e.f.28.03.2014) (b) Key Management Personnel Mr. G. P. Goenka, Wholetime Director, Mr. A. K. Goel, Wholetime Director (till 31.12.2013), Mr. S. P. Gupta,

Executive Director (till 15.05.2012) .Mr. M.H.Chinoy, Wholetime Director, (w.e.f. 01.01.2014) and Mr. Rajesh Sharma, Managing Director (w.e.f.27.09.2014)

21.2 The aggregate amount of transaction with Related Parties is as follows:

Subsidiaries Associates / Group Companies

Key Manage-ment Personnel

Expenditure

Rent- ISG - 3.84 -

- (5.76) -Directors remuneration - -Mr. G.P.Goenka 158.61

(162.63)Mr. A.K.Goel 14.42

(84.17)

Mr. S.P.Gupta -(5.59)

Mr.M.H.Chinoy 11.70(-)

Mr. Rajesh Sharma 11.96(-)

Advances(Loans and Deposits)Advance Given/RefundedSTC 112.83

(-)Allotment of Equity Shares((Note 24( c))ISG 275.00

(1835.50)Investment STC (Conversion of loan) (Refer Note 9(iii)) 853.78

(-)

Balance as on 30.09.14 (Net of provisions)Advances Given(Loans and advances):ISG (pursuant to amalgamation of Boydell Media Pvt Ltd (Rs. 1685 lacs (Previous Year Rs. 1685 lacs))

- 1690.39 -

- (1685.00) -

STC 1780.80(-)

LiabilitiesOther Current Liabilities(Others):ISG - - -

- (0.45) -Corporate Guarantee Given

STC 830.00

Provision for remuneration

Mr. G. P. Goenka 64.99(63.24)


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Notes Forming Part of the Consolidated Financial Statements (Contd.)Mr. M. H. Chinoy 6.12


(-)

Notes:

(i) Previous year figures are given in brackets.

(ii) The above Related Party Information is as identified by the Management and relied upon by the auditors.

(iii) Reference is invited to Note 10 (a) and (b)

22. Remuneration amounting to Rs 719.30 lacs (including Rs 196.68 lacs for the twelve months period) paid to the current Managing Director / Wholetime Directors and ex-wholetime director / ex-Managing Directors / ex Executive Director are pending approval of Central Government.

23. (a) The disclosures required under Accounting Standard 15 "Employee Benefits" notified in the Companies (Accounting Standards) Rules 2006 are given below:

Defined Contribution Scheme

Contribution to Defined Contribution Schemes, recognized for the period/year are as under:

Rs in lacs


Employer's Contribution to Provident Fund 309.71 460.28

Employer;s Contribution to Pension Fund 455.72 683.06

Defined Benefit Scheme

The employee's gratuity, superannuation and provident fund (other than those covered and contributed under Employee's Provident Fund Organization) Scheme are defined benefit plans. The present value of obligations are determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for Leave Encashment is recognized in the same manner as gratuity.

Rs. in lacs

Gratuity (Unfunded)As on 30th Sept., 2014(Refer Note (c) below)

Leave Encashment (Unfunded)

As on30th Sept.,

2014

Gratuity (Funded)

As on 30th Sept., 2013

Leave Encashment (Unfunded) As on 30th Sept., 2013

i) Change in the present value of the defined benefit obligation representing reconciliation of opening and closing balances thereof are as follows

Liability at the beginning of the year/period 5496.66 285.00 4803.72 353.86

Adjustment for retired employees (129.64)

Interest Cost 490.02 25.58 607.35 28.76


Actuarial (gain) / loss on obligations 380.53 (109.77) (54.39) (2.37)

Benefits paid (104.06) (1.66) (191.15) (2.51)



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ii) Changes in the Fair Value of Plan Asset representing reconciliation of opening and closing balances thereof are as follows:

Fair value of Plan Assets at the beginning of the year/period

758.39 758.17 -

Expected Return on Plan Assets 56.12 83.95 -

Contributions by the Company - 1.66 122.85 2.51

Benefits paid (64.85) (1.66) (191.15) (2.51)


Adjustments for winding up (749.66)


iii) Actual return on Plan Assets

Expected return on Plan Assets 56.12 - 83.95 -


Actual Return on Plan Assets 56.12 - 68.52 -

iv) Amount Recognized in Balance Sheet



Net Asset/(Liability) at the end of the year/period 6503.22 232.77 (4738.27) (285.00)

v) Expenses Recognized in the Statement of Profit & Loss


Interest Cost 490.02 25.58 607.35 28.76

Expected Return on Plan Assets (56.12) - (83.95) -

Net Actuarial (gain) / loss to be Recognized 380.53 (109.77) (38.96) (2.37)

Expenses Recognized in statement of Profit & Loss 1054.50 (50.57) 815.57 63.29

vi) Balance Sheet Reconciliation

Net Asset/(Liability) at the beginning of the year/period (5496.66) (285) (4045.55) (224.22)

Expenses as above (1054.50) 50.57 (815.57) (63.29)

Employers Contribution 39.21 1.66 122.85 2.51

Adjustment for winding up (749.66)

Net Asset/(Liability) at the end of the year/period (6503.22) (232.77) (4738.27) (285.00)

vii)Principal Actuarial assumptions at the Balance Sheet

Discount Rate 8.75% 8.75% 9% 9%

Rate of Return on Plan Assets N.A. N.A. 7.73% N.A.


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Notes Forming Part of the Consolidated Financial Statements (Contd.)Notes:

i) Assumptions relating to future salary increases, attrition, interest rate for discount & overall expected rate of return on Assets have been considered based on relevant economic factors such as inflation, market growth & other fac-tors applicable to the year/period over which the obligation is expected to be settled.

ii) The Guidance issued by the Accounting Standard Board (ASB) on implementation AS-15, Employees benefit (Re-vised 2005) states that provident funds set up by employers which requires interest shortfall to be met by the employer, needs to be treated as defined benefit plan. The fund does not have any unprovided existing deficit or interest shortfall.

(b) Disclosures in terms of Para 120(n) of AS15:

Particulars Gratuity Unfunded (Rs. in lakhs) / Year / Period Ended

30.09.2014 30.09.2013 31.03.2012 31.03.2011 31.03.2010

1. Defined Benefit obligation at end of the year/period

(6503.22) (5496.66) (4803.72) (3659.75) (3412.22)

2. Plan Assets at end of the year/period

- 758.39 758.17 762.06 824.55

3. Surplus / (Deficit) (6503.22) (4738.27) (4045.55) (2897.69) (2587.77)

4. Experience Gain / (Loss) adjustments on plan liabilities

(262.21) (122.55) (346.13) 41.03 (0.53)

5. Experience Gain / (Loss) adjustments on plan assets

- (15.43) 5.63 (0.09) 16.51

(c) During the year gratuity trust vide letter dt 10.07.2014 from the office of the Commissioner of Income Tax,Kolkata-II has been dissolved and proceeds of Rs.809 lacs from the same has been shown as recoverable from Fund to be utilized for repayment of gratuity liability shown as above.

(d) The scheme for superannuation benefit to employees has ceased with effect from 31st July, 2003 and the liability existing as on that date is repayable to the eligible employees at specified return of 5% per annum on their retirement. The scheme being presently not in operation and the company's liability now being restricted to the shortfall in interest thereon if any, the liability in this respect as determined by the actuary is charged to Statement of Profit and Loss as employee benefit on year to year basis.

24. (a) The Company having negative networth, is a sick industrial company under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA).The Rehabilitation Scheme (the Scheme) sanctioned by the Board for Industrial and Financial Reconstruction (BIFR) is under implementation. Considering this and pending ameliorative steps and prospects thereof, the accounts of the Company has been prepared on going concern basis.

(b) Rehabilitation measures approved by the BIFR include reduction of Equity Share Capital and 8.25% Redeem-able Cumulative Preference Share Capital by 60 % amounting to Rs 3763.36 lacs and consolidation thereof at their original face value, reduction of 0.001 % Redeemable Cumulative Preference Share Capital by Rs 16598.33 lacs, issuance of further equity capital to the promoters of Rs.4221 lacs including conversion of unsecured loans of Rs.3055.50 lacs from them into equity post reduction and consolidation of the existing equity share capital and transfer of capital redemption reserve amounting to Rs 1500 lacs to the Surplus of the Company.

(c) Post reduction and consolidation as required in terms of the scheme, equity shares of Rs. 10/- each amounting to Rs. 3947 lacs (including Rs 525 lacs during the year) have been issued to the promoters / associates and issuance of further equity shares on receipt of balance contribution to the extent of Rs 274 lacs from the promoters / associ-ates is under implementation.

25. In respect of dues of provident fund, during the year the authorities have granted permission for payment of dues of Rs 2086.23 lacs (As on 30.09.2014 Rs.1908.83) (Rs.1535.70 lacs included in other long term liabilities) in 72 equal monthly installments. However, the necessary application for grant of waiver of the penal interest and damages is pending before the relevant authority.

26. In respect of levy of salami by the Government of West Bengal on renewal of lease of tea estates in certain cir-cumstances and pursuant to the decision of Hon'ble High Court at Calcutta in a similar matter, the Company has


83

Notes Forming Part of the Consolidated Financial Statements (Contd.)preferred an appeal against the said imposition before the appropriate authority. Accordingly, pending finalization of the matter, Rs 811.67 lacs (Previous year Rs. 811.67 lacs) has not been provided for in this respect which would be payable in equal annual installments over the lease period i.e. 30 years. However, this is not likely to have revenue impact, since the same will be capitalized to the cost of land as and when paid by the Company.

27. Certain debit and credit balances including advances, trade receivables, trade payables and other liabilities are subject to confirmation and reconciliation thereof.

28. The Company operates in single business segment of Tea in India and therefore disclosure requirements of AS-17 on Segment Reporting is not applicable.

29. In accordance with Accounting Standard 22 'Accounting for taxes on Income', the company has accounted for deferred tax. The company has significant amount of carried forward losses and depreciation under the Income Tax Act, 1961. However, as a matter of prudence deferred tax asset has been recognised to the extent of deferred tax liability.

The break-up of Deferred Tax Assets to the extent there is Deferred Tax Liabilities is as follows

(Rs in lacs)

Opening as on Charge/ (Credit) Closing as on 1st October, 2013 During the year 30th September, 2014 Deferred Tax Assets Unabsorbed Depreciation 478.11 (19.91) 498.02 Deferred Tax Liabilities Depreciation 478.11 19.91 498.02 Deferred Tax Assets (Net) - - -

30. Earnings per Share: Year Ended Period Ended 30th September, 2014 30th September, 2013

a. Profit / (Loss) after tax (3117.67) (2829.17)

b. Weighted average No. of Equity Shares 56803557 27408671

Earnings per share (Rs.) (Equity Shares of the face value of Rs. 10 each c. Basic Earnings per Share(Rs) (a/b) (5.49) (10.32) d. Diluted Earnings per Share (Rs)(a/b) (5.49) (10.32)

31.1 Contingent liabilities and commitments to the extent not provided for :

Year Ended 30th September, 2014

Period Ended 30th September, 2013

a) Guarantees (excluding since released) given by the Company on behalf of bodies corporate

Limit 860.00* 860.00*

Amount Outstanding 860.00* 860.00*

b) Guarantees given by Bank on behalf of the Company 500.89 347.71

c) Cumulative Dividend on Preference Shares 783.75 752.40

d) Claims against the Company not acknowledged as debts (to the extent ascertainable from available records)

i) Income / Agriculture Tax matters pending in appeal at various stages (other than matters awaiting quantification by assessing authorities and/ or with favourable appellate decisions for earlier years, against which further appeals are pending)

88.83 88.83


84


ii) Sales Tax matters under appeal (to the extent ascertained) 61.05 252.22

e) A show cause notice issued in 1986 in respect of erstwhile tobacco division taken up for hearing by the adjudicator. The management is of the view that in accordance with the Scheme of Arrangement approved by Calcutta High Court, liabilities relating to Excise stood vested from 1st April, 1984 to New Tobacco Company Ltd. (NTC) pursuant to trans-fer of tobacco business to the said NTC effective that date.

Not ascertainable Not ascertainable

Future cash out flow in respect of d) & e) is dependent upon the outcome of judgments/decisions.

*The above figure does not include interest payable in respect of a body corporate as it is not ascertainable.

31.2 Estimated value of Capital Commitments (Net of Advances Rs.Nil Previous Year Rs. 7.51 lacs)- Rs Nil (Previous Year Rs.68.19 lacs).

31.3 Expenditure in Foreign Currency on account of:

- Foreign Travel Rs.23.16 lacs (Previous Year Rs.9.59 lacs).

32. (a) Figures for the period ended 30th September, 2013 relates to the period of 18 months and therefore, these are not comparable with figures of current year.

(b) The previous period figures have been reclassified / regrouped / rearranged to make it comparable with the current year's figures.