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
Income 2,86,34,63,147 2,31,54,55,081
Profit before Interest,
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
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
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.
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.
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.
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.
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.
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.
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
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
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.
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