Assam Company

The Directors have pleasure in submitting their Twenty-Ninth Report
 for the year ended 31st December, 2005, together with the Audited
 Accounts for the said year.
 
 Financial Results                    Year ended    Year ended
                                      31.12.2005    31.12.2004
                                            Rs.        Rs.
 
 Profit before Taxation & 
 Depreciation                         9,97,65,323   7,86,28,549
 Less: Depreciation                   3,81,63,033   4,01,83,293
 6,16,02,290 3,84,45,256 Add/Less: 
 Provision for Taxation : Current      (82,17,965) (4,19,10,215)
 Deferred                                  -       (3,45,04,285)
 Net Profit for the year              6,98,20,255  11,48,59,756
 Less: Extra-ordinary Items           3,61,40,432   6,29,97,721
 Profit after Taxation and 
 Extra-Ordinary Items                 3,36,79,823   5,18,62,035
 Add/Less: Balance brought forward 
 from Previous Year                  27,70,24,729  23,32,87,696
 Available for appropriations        31,07,04,552  28,51,49,731 
 Your Directors propose the following appropriations:
 Proposed Dividend                    2,23,61,526
 Dividend Tax thereon                   31,36,204
 Transfer to Debenture Redemption 
 Reserve                              (37,500,000)    81,25,002
 Transfer to Capital Redemption Reserve  8,74,600
 Balance Carried Forward             32,18,32,222  27,70,24,729
                                     31,07,04,552  28,51,49,731
 
 1.  Dividend
 
 Your Directors are pleased to recommend for the approval of the
 shareholders a dividend of 10% on the paid up equity share capital of
 the Company.
 
 2.  Performance
 
 Production during the period under review was 158.73 Lac Kgs, as
 against 143.89 Lac Kgs, in the previous year, thereby recording an
 increase of over 10%. Better distribution of rainfall during the year
 and conducive growing condition, attributed to the increased crop.
 
 The operation of the Company during the year under review resulted in a
 profit before Depreciation and Taxation of Rs. 9.97 Crores as compared
 to Rs. 7.86 Crores, in the previous year.
 
 The high standards of cultivation practices continue to be implemented
 on the Estates and the Nurseries have been established well.
 
 Serious steps have been taken to increase the production and further
 improve the quality of Tea as per the market requirements and it is
 expected that the Company would turn out a better performance this
 year.
 
 The Company is fully committed to produce high quality produce and the
 Tea produced by the Company has always been highly acclaimed for its
 quality in the domestic and overseas market.
 
 Exports
 
 Total Exports during the year at FOB value was Rs. 263.00 Million,
 which accounted for 20% of the total revenue.
 
 The Company has gained customers in Indonesia, Saudi Arabia, Russia,
 Iran and Sri Lanka.  Prospects
 
 In view of the various measures initiated by the Government of India,
 State Government and Tea Board with active participation of Banks and
 Financial Institutions, the Company is hopeful that the Tea Industry,
 which is passing through one of its worst phase, will soon recover out
 of the present state of affairs. The Company continues with its efforts
 towards maintaining cost control and aggressive marketing both in the
 domestic and international markets.
 
 Research and Development
 
 The Companys R & D Unit dedicated to Scientific Research & Development
 programmes functioning in Assam and is recognized by the Ministry of
 Science and Technology, Govt.  of India.
 
 Oil & Natural Gas Division
 
 As communicated in the last years Directors Report, the commercial
 production at the Discovered Field - Amguri has already commenced in
 joint participation with M/s.  Canoro Resources Ltd. (Canoro), of
 Canada with effect from 01.04.06 and results have been encouraging.
 The Company has tied up its initial requirement of funds for its Oil &
 Natural Gas Division.
 
 The Company also has 35% interest in the Exploratory Block viz.,
 AA-ON/7.  The work on the three Fields viz. Bihubar, Barsilla and
 laxmijan for which Service Contract had been awarded by Oil & Natural
 Gas Corporation Limited (ONGC) has also begun.
 
 Company hopes to play a vital role in Oil & Natural Gas Exploration and
 Development in the North-East India in collaboration with Indian and
 International Companies.
 
 With this end in view, the Company is in discussions with Government of
 India and various State Governments for collaborative efforts in
 Hydrocarbon and Hydel Sectors.
 
 3.  Financial
 
 The Company has issued and allotted on 24th June, 2006 81,000,000 share
 warrants of Re.1/- each, at a premium of Rs.22.25 each, of which a sum
 of Rs.19.03 Crores has since been received. Furthermore, the Company
 proposes to issue Foreign Currency Convertible Bonds not exceeding USD
 75 million for which necessary steps are underway.
 
 The equity shares of the Company have been split from Rs. 10/- per
 share to Re. 1/- per share.
 
 4.  Subsidiary Companies
 
 The Statement pursuant to Section 212 of the Companies Act, 1956,
 containing details of the subsidiaries together with their Reports and
 Accounts has been annexed to the Accounts.
 
 The Consolidated Financial Statements of the Company and its
 subsidiaries, prepared in accordance with Accounting Standard 21
 prescribed by The Institute of Chartered Accountants of India, form a
 part of the Annual Report and Accounts.
 
 The Companys subsidiary Assam Oil & Natural Gas Limited is now named
 Assam Oil and Gas Limited.  During the year, the registered office of
 the Company was shifted from Kolkata, West Bengal to Greenwood Tea
 Estate, Dibrugarh, Assam.
 
 Namburnadi Tea Company Limited
 
 There has been all round improvement in the working of this Company.
 During the year under review, the company produced 470703 Kgs. of tea
 as against 417457 Kgs. of tea during the previous year. All efforts are
 being made to further improve the working of this Company.
 
 5.  Environment and Social Concern
 
 The Company continues its efforts for the betterment of the environment
 through energy conservation, waste minimization and conservation of
 resources. In all the Tea Estates and production units, proper
 pollution control measures are being given top priority.
 
 The Company on a continuing basis undertakes various social welfare
 projects for improving the quality of life of the people residing in
 and around the tea estates and it has been Companys endeavour to
 improve the living and working conditions of its large workforce and
 their dependents.
 
 6.  Public Deposit
 
 The Company has not accepted any public deposit during the year.
 
 7.  Directors
 
 Mr. K. N. Nowrojee and Mr. V. B. Tibrewala retired from the Board with
 effect from 30th September, 2005, while Mr.  Sanjay Bhuwalka retired
 from the Board with effect from 15th December, 2005.Mr. P.K.Agarwalla
 retires by rotation and being eligible offer himself for
 re-appointment.
 
 8.  Corporate Governance
 
 A detailed report on Corporate Governance is separately attached
 together with a report on Management Discussion and Analysis.
 
 9.  Directors Responsibility Statement
 
 Pursuant to the requirements under Section 217(2AA) of the Companies
 Act, 1956, with respect to Directors Responsibility Statement, it is
 hereby confirmed:-
 
 (i) that in preparation of the annual accounts for the year ended 31st
 December, 2005, the applicable accounting standards had been followed
 along with proper explanation relating to material departures;
 
 (ii) that the Directors had selected such accounting policies and
 applied them consistently and made judgements and estimates that were
 reasonable and prudent so as to give a true and fair view of the state
 of affairs of the Company at the end of the financial year and of the
 profit or loss of the Company for the year under review;
 
 (iii) that the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities;
 
 (iv) that the Directors had prepared the accounts for the year ended
 31st December, 2005 on a going concern basis.
 
 10.  Cost Audit
 
 Maintenance of Cost Records has been made mandatory and accordingly the
 Company is maintaining the requisite records.
 
 11.  Auditors
 
 Messrs. Lovelock & Lewes, Chartered Accountants, retire at the
 forthcoming Annual General Meeting and are eligible for re-appointment.
 
 12.  AuditorsObservations
 
 The report of the Auditors and the Notes on account are
 self-explanatory and as such, does not call for any further comments
 from Directors.
 
 13.  Particulars as per Section 217 of the Companies Act, 1956
 
 The information relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo, pursuant to Section 217(1 )(e) of
 the Companies Act, 1956 is set out in Annexure A forming part of this
 Report.
 
 Particulars of Employees as required under Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 are set out in Annexure B forming part of this Report.
 
 14.  Voluntary Delisting
 
 The shares of the Company have been delisted from the Gauhati Stock
 Exchange Limited with effect from 27th July, 2006 while the delisting
 application is still pending with The Calcutta Stock Exchange
 Association Limited.
 
 15.  Sub-division of Shares
 
 The Equity Shares of the Company have been sub-divided from One Equity
 Share of Rs.10/- each (Face Value) to Ten Equity Shares of Re.1/- each
 (Face Value), with effect from 9th November, 2005.
 
 16.  Acknowledgement
 
 Your Directors wish to sincerely thank the Government of India,
 Ministry of Petroleum and Natural Gas, other Ministries, the Government
 of Assam, Banks and Financial Institutions, the Consortium Partners,
 customers, shareholders, vendors and other related organizations for
 their continued assistance and co-operation.
 
 Your Directors would also like to place on record their appreciation
 for the dedicated efforts and services put in by the employees and
 workmen at all locales.
 
                                 On behalf of the Board of Directors
 
                                    
 Place: Kolkata                           Santosh Bhagat
 Date : 2nd September, 2006                  Director