Dear Members,
 
 The Board presents the Thirty Fourth Annual Report and Accounts for the
 year ended 31st December, 2010.  
 
 The Financial Results are set out below :
 
                                           Year ended    Year ended
                                           31.12.2010    31.12.2009
                                              Rs.            Rs.
 
 Profit before Interest, Depreciation,
 
 Amortisation, Taxes and Exceptional Items 51,10,07,495  62,10,63,079
 
 Interest and Finance Charges               4,71,43,754   6,04,75,234
 
 Depreciation / Amortisation               11,19,20,540  12,04,57,775
 
 Profit before Exceptional Items and Taxes 35,19,43,201  44,01,30,070
 
 Exceptional Items                         21,41,59,165  19,68,87,328
 
 Profit before Tax                         13,77,84,036  24,32,42,742
 
 Provision for Tax                          3,88,46,262   4,15,51,000
 
 Profit after Tax                           9,89,37,774  20,16,91,727
 
 Balance brought forward from previous year57,58,29,791  46,15,29,727
 
 Available for Appropriation               67,47,67,565  66,32,21,469
 
 The Board propose the following Appropriation:
 
 Proposed Dividend                          6,19,52,193   6,19,52,193
 
 Dividend Tax                               1,00,50,194   1,02,89,485
 
 Transferred to General Reserve               74,25,000   1,51,50,000
 
 Balance Carried Forward                   59,53,40,178  57,58,29,791
 
                                           67,47,67,565  66,32,21,469
 
 Directors'' Responsibility Statement
 
 In accordance with the provisions of Section 217(2AA) of the Companies
 Acf, 1956 (the Act) and, based upon the representations from the
 Management, the Board states that:
 
 a) in preparing the Annual Accounts, applicable Accounting Standards
 have been followed and there are no material departures;
 
 b) the Directors have selected such accounting policies, applied them
 consistently and made judgments and estimates that are reasonable and
 prudent to give a true and fair view of the state of affairs of the
 Company at the end of the Financial Year and of the Profit of the
 Company for the year;
 
 c) the Directors have taken proper and sufficient care in maintaining
 adequate accounting records in accordance with the provisions of the
 Act for safeguarding the assets of the Company and for preventing and
 detecting fraud and other irregularities;
 
 d) the Directors have prepared the Annual Accounts of the Company on a
 going concern basis.
 
 Dividend
 
 The Board is pleased to recommend for the approval of the Members a
 Dividend of Re. 0.20 per equity share of Re. 1 each in respect of the
 Financial year 2010.
 
 Management Discussion and Analysis Report
 
 The annexed Management Discussion and Analysis Report forms a part of
 this Report and covers, amongst other matters, the performance of the
 Company during the Financial Year 2010 as well as the future outlook.
 
 Subsidiary Companies
 
 Approval has been received from the Central Government under Section
 212(8) of the Act, exempting the Company from attaching copies of the
 Reports and Accounts of its Subsidiary Companies. Accordingly, the
 Reports and Accounts of the Subsidiary Companies have not been attached
 to this Report.  In granting the exemption, the Central Government has
 directed that specified information on the Subsidiary Companies be
 separately disclosed. This information has been incorporated in this
 Annual Report.
 
 Subject to prior arrangement, the Audited Annual Accounts of the
 Subsidiary Companies will be available for inspection by any Member at
 the Company''s Registered Office.
 
 Any Member interested in obtaining a copy of the Audited Annual
 Accounts of the Subsidiary Companies can write to the Company Secretary
 at the Registered Office.
 
 During the year under review:
 
 a) Duncan Macneill Power & Utilities Limited became a wholly owned
 subsidiary of the Company. The name of this company has subsequently
 changed to Duncan Macneill Power India Limited.
 
 b) the name of a subsidiary company, Assam Estates Limited, has changed
 to Dahej Offshore Infrastructure SEZ Limited.
 
 Directors
 
 The Remuneration Committee, at its Meeting held on 6th February, 2011,
 had recommended to the Board of Directors that Mr. Aditya Kumar Jajodia
 be paid an enhanced remuneration of Rs. 4,00,000 per month and other
 allowable perquisites and allowances as the Managing Director of the
 Company for a further period of 2 (two) years with effect from 1st
 October, 2010 till 30th September, 2012, which was subsequently
 approved by the Board of Directors of the Company at its Meeting held
 on 5th September, 2011, subject to the approval of the Shareholders at
 the ensuing Annual General Meeting.
 
 Mr. Umesh Barasia resigned from the Board with effect from 7th
 February, 2011. The Board wishes to place on record its appreciation of
 the valuable guidance and support given by him during his tenure as a
 Director of the Company.
 
 Dr. K. K. Jajodia, retires by rotation at the forthcoming Annual
 General Meeting and being eligible, offers himself for reappointment.
 
 At the Meeting of the Board of Directors of the Company held on 12th
 August, 2011, Mr. Bharat Anand was appointed as a Non-Executive
 Independent Director. Mr. Anand retires at the ensuing Annual General
 Meeting. The Company has received a Notice under Section 257 of the
 Companies Act, 1956, from a Member signifying his intention to propose
 Mr. Anand as a candidate for Directorship of the Company. Mr. Anand''s
 period of office will be liable to retirement by rotation.
 
 Cost Audit
 
 The Central Government has made it mandatory for the Company to conduct
 a cost audit and accordingly the Company has appointed BCD & Associates
 as its Cost Auditors.
 
 Auditors
 
 Messrs. Lovelock & Lewes, Chartered Accountants, retire at the
 forthcoming Annual General Meeting and are eligible for re-
 appointment. They have expressed their wish not to offer themselves for
 re-appointment.
 
 Auditors'' Observations
 
 The remarks in the Auditors'' Report are already explained in the Notes
 to the Accounts and as such, does not call for any further explanation
 or elucidation.
 
 The Board, however, deliberated at length with the Statutory Auditors
 suggestion to provide for export realisation amount which is overdue.
 Taking into account the 18 years long association with the Debtors,
 their track record of making full payment of export dues in the past
 and considering their request to grant them further time to pay overdue
 amount the Board thought it prudent not to provide in these Accounts.
 
 Report on Corporate Governance
 
 In accordance with the Listing Agreement with the Stock Exchanges the
 Report on Corporate Governance in accordance with Clause 49 of the
 Listing Agreement along with the Auditor''s Certificate is attached.
 
 The remarks in the Auditor''s Certificate are explained hereunder:
 
 1.  Clause 3(a), 3(b):
 
 In terms of Clause 49(l)( c)(iv) of the Listing Agreement, the Board
 may appoint a new independent director within a period of not more than
 180 days from the day of such removal or resignation of a Director as
 the case may be.  This requirement has been complied with.
 
 2.  Clause 3(c):
 
 This remark has already been explained in the Report of Corporate
 Governance, 2010.
 
 3.  Clause 3(d):
 
 The Limited Review Report shall be forwarded to the concerned
 Authorities on receipt from the Statutory Auditors.
 
 Particulars as per Section 217 of the Companies Act, 1956:
 
 The information relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo, pursuant to Section 217 (1) (e) of
 the Companies Act, 1956 is set out in Annexure A forming part of this
 Report.
 
 Particulars of Employees as required under Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 are set out in Annexure B forming part of this Report.
 
 Acknowledgement
 
 The Board sincerely thanks the Government of India, Ministry of
 Petroleum and Natural Gas, other Ministries, the Government of Assam,
 Banks and Financial Institutions, the Consortium Partners, Customers,
 Shareholders, Vendors and other Stakeholders for their continued
 assistance and co- operation.
 
 The Board also takes this opportunity to acknowledge the industrial
 harmony at all the tea gardens and other locales and also thanks the
 employees and other workmen for their commitment and dedication.
 
                                   On behalf of the Board of Directors
 
 Kolkata                             A. K. Jajodia - Managing Director
 
 5th September, 2011                             P. Tusnial - Director