The Board presents the Thirty-Fifth Annual Report and Accounts for the
 year ended 31st December, 2011.
 
 The Financial Results are set out below :
 
                                           Year ended     Year ended
                                           31.12.2011     31.12.2010
                                              Rs.             Rs.
 
 Income                                2,86,34,63,147    2,31,54,55,081
 
 Profit before Interest, 
 Depreciation,
 Amortisation, Taxes and 
 Exceptional Items                       37,27,47,498      51,10,07,495
 
 Interest and Finance Charges             6,25,26,113       4,71,43,754
 
 Depreciation / Amortisation              7,87,35,868      11,19,20,540
 
 Profit before Exceptional 
 Items and Taxes                         23,14,85,517      35,19,43,201
 
 Exceptional Items                       (1,50,18,849)     21,41,59,165
 
 Profit before Tax                       24,65,04,366      13,77,84,036
 
 Provision for Tax                        6,05,00,000       3,88,46,262
 
 Profit after Tax                        18,60,04,366       9,89,37,774
 
 Balance brought forward from 
 previous year                           59,53,40,178      57,58,29,791
 
 Available for Appropriation             78,13,44,544      67,47,67,565
 
 The Board propose the following 
 Appropriation:
 
 Proposed Dividend                        1,54,88,048       6,19,52,193
 
 Dividend Tax                               25,12,549       1,00,50,194
 
 Transferred to General Reserve             15,00,000         74,25,000
 
 Balance Carried Forward                 76,18,43,947      59,53,40,178
 
                                         78,13,44,544      67,47,67,565
 
 Inspite of the Oil and Gas Division not being able to generate any
 Revenue, Income increased by nearly 24% and the Profit after Tax
 increased by 88 %.
 
 Directors'' Responsibility Statement
 
 In accordance with the provisions of Section 217(2AA) of the Companies
 Act, 1956 (“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 felt it prudent keeping in view the long term interest of the
 Company to conserve finances for future expansion and hence recommend a
 Dividend of Rs 0.50 per Equity Shares of Rs 1 each in respect of the
 Financial Year 2011.
 
 Management Discussion and Analysis Report
 
 The annexed Management Discussion and Analysis Report forms a part of
 this Report and covers, amongst other matters, the performance of the
 Company during the Financial Year 2011, as well as the future outlook.
 
 Subsidiary Companies
 
 In accordance with the general Circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, Profit and
 Loss Account and other documents of the Subsidiary are not being
 attached with the Balance Sheet of the Company.
 
 Subject to prior arrangement, the Audited Annual Accounts of the
 Subsidiary Companies will be available for inspection by any Member at
 the Company’s Registered Office except for Duncan Macneill Natural
 Resources Limited the Audited Accounts of which for the year ended 31st
 December, 2011, are awaited.
 
 During the year under review, Assam Oil and Natural Gas Limited, Cayman
 Islands became a Wholly Owned Subsidiary of the Company.
 
 Directors
 
 Mr. Umesh Barasia, Mr. Bharat Anand and Mr. Pradip Tusnial resigned
 from the Board on 7th February, 2011, 29th February, 2012 and 21st
 March, 2012 respectively. The Board wishes to place on record its
 appreciation of the valuable guidance and support received from them
 during their respective tenure as a Director of the Company.
 
 The Directors of the Company, by two Resolutions passed by Circulation
 on 19th March, 2012 and 1st August, 2012, appointed Mr. Amit Halder and
 Mr. Sarvadaman Ray respectively as Additional Directors (Non-Executive,
 Independent Directors). Mr. Halder and Mr. Ray retire at the respective
 ensuing Annual General Meeting. The Company has received Notices under
 Section 257 of the Companies Act, 1956, from two Members signifying
 their intention to propose Mr. Halder and Mr. Ray as candidates for
 Directorship of the Company. Mr. Halder’s and Mr. Ray’s period of
 office will be liable to retirement by rotation.
 
 In terms of Section 256 of the Companies Act, 1956, Dr. K.K.  Jajodia,
 retires by rotation at the forthcoming Annual General Meeting and being
 eligible, offers himself for reappointment.
 
 The tenure of Mr. Aditya Kumar Jajodia, as the Managing Director of the
 Company, will cease on 30th September, 2012.  Based on the
 recommendations of the Remuneration Committee, the Board at its Meeting
 held on 31st August, 2012, proposed the reappointment of Mr. Aditya
 Kumar Jajodia as the Managing Director for a further period of three
 years commencing from 1st October, 2012 to 30th September, 2015, at a
 revised Remuneration. For this purpose, a suitable Resolution is being
 included in the Notice convening the ensuing Annual General Meeting.
 
 Cost Audit
 
 The Central Government has made it mandatory for the Company to conduct
 a cost audit and accordingly the Company has appointed BCD & Associates
 as its Cost Auditors.
 
 Auditors
 
 Walker Chandiok & Company, Chartered Accountants, were appointed as the
 Statutory Auditors of the Company on 29th September, 2011. They had
 resigned as the Auditors of the Company on 19th March, 2012. De
 Chakraborty & Sen, Chartered Accountants, were appointed as Statutory
 Auditors with effect from 9th July, 2012 to hold office until the
 conclusion of the ensuing Annual General Meeting.
 
 De Chakraborty & Sen, Chartered Accountants, being eligible, wishes to
 offer themselves for re-appointment.
 
 Auditors'' Observations
 
 The remarks in the 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 19 years long association with the Debtors,
 their track record of making full payment of export dues in the past
 and considering their request to grant them time upto 31st December,
 2012, to pay the overdue amount, the Board thought it prudent, not to
 provide in these Accounts.
 
 Report on Corporate Governance
 
 In accordance with the Listing Agreements with the Stock Exchanges, the
 Report on Corporate Governance in accordance with Clause 49 of the
 Listing Agreement along with the Auditors’ Certificate is attached.
 
 With Reference to the remark in Clause 3(a) of the Auditors’ Report in
 terms of Clause 49(I)(c)(iv) of the Listing Agreement, the Board may
 appoint a new Independent Director within a period of not more than 180
 days from the day of such removal or resignation as the case may be.
 This requirement has been complied with.
 
 With reference to the remark in Clause 3(b) of the Auditors’ Report,
 the Limited Review of the Quarterly Financial Results were not carried
 out by the previous Auditors.
 
 Particulars as per Section 217 of the Companies Act, 1956:
 
 The information relating to energy conservation, technology absorption,
 foreign exchange earnings and outgo, pursuant to Section 217 (1) (e) of
 the Companies Act, 1956 is set out in Annexure “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
 
                                A. K. Jajodia – Managing Director
 
                                           Amit Halder – Director
 
                                        Sarvadaman Ray – Director