(a) Terms/ rights attached to Equity Shares
 
 The Company has only one class of Ordinary Shares (''Equity Shares'')
 having a par value of Rs. 1/- each. Each holder of Ordinary Shares
 (''Equity Shareholders'') is entitled to one vote per Share. The Company
 declares and pays Dividend in Indian Rupees.
 
 The Dividend proposed by the Board of Directors is subject to the
 approval of the Shareholders in the ensuing Annual General Meeting of
 the Company. In the event of the Liquidation, the Equity Shareholders
 are eligible to receive the remaining assets of the Company after
 distribution of all preferential amounts. The distribution will be in
 proportion to the number of Equity Shares held by the Shareholders.
 
 During the year ended 31st December, 2012, the amount of per Share
 Dividend recognised as distribution to Equity Shareholders was Rs. 0.05/-
 per share.
 
 (31.12.2011- Rs. 0.05) The Total Dividend appropriation for the year
 ended 31st December, 2012, amounted to Rs. 18,000,597 including Corporate
 Dividend Tax of Rs. 2,512,549.
 
 Nature of Security
 
 (a) Loan repayable on demand from Banks
 
 Outstanding loans of 1 1,665,813,679 (31.12.11 -1 1,645,251,770)
 Secured by hypothecation created on stock, book debts, all moveable
 assets and other current assets of the tea estates both present and
 future and equitable mortgage created of all immovable properties both
 present and future relating to all Tea Estates of the Company situated
 in Assam ranking pari passu with all other term loans from Consortium
 Banks.
 
 1.  [a] All assets except Furniture as at 31st December, 1994, were
 revalued by an approved valuer at the then net replacement cost
 resulting in increase in value of these assets by Rs. 427,664,732. All
 assets except Furniture as at 31st December, 1996, were revalued again
 by an approved valuer at the then net replacement cost resulting in a
 further increase in value of these assets by Rs.  113,567,000.
 
 [b] Taking into account the total intrinsic value of the Company''s land
 in Assam, no adjustment in the opinion of the Management is required
 for the loss of land lost due to flood and consequent erosion in past
 years. Claim for compensation in this regard has been made to the
 Government ofAssam.
 
 2.  Estimated amount of contracts remaining to be executed on capital
 account and other commitment not provided for are as follows:-
 
 [a] On capital account - Rs. 235,527 (net of advance - Rs. 867,345),
 [31.12.2011- Rs. 10,264,615 (net of advance -Rs. 4,717,872)]
 
 [b] Other Commitment - For Hire Purchase and Lease payments, Refer Note
 No 36 [a] and 36 [b].
 
 3.  Contingent Liabilities not provided for in respect of :
 
 [a] Sales Tax assessments disputed in appeals Rs. 174,272,207 (31.12.2011
 - Rs. 108,907,869)
 
 [b] LiabilitytowardsFringeBenefitTaxunderadjudication-Rs. 70,929,211
 (31.12.2011 - Rs. 70,929,211).
 
 [c] Guarantees given in favour of third parties Rs. 1,048,200,000
 (31.12.2011 - Rs. 1,048,200,000).
 
 [d] Pledged 5,000,000 shares (having cost of Rs 50,000,000)
 representing investment in 51% Equity shares in Gujarat Hydrocarbons
 and Power SEZ Ltd. in favour of third parties.
 
 [e] Uncalled liability on partly paid shares - Rs. 6,999,510 (31.12.2011
 - Rs. 6,999,510).
 
 [f] Interest and penalty for non-deduction and non-deposit of tax
 deducted at source from green leaf suppliers in respect of an earlier
 year, not ascertainable at this stage.
 
 [g] Financial undertaking issued to a subsidiary - amount not
 ascertainable.
 
 The future cash flows on account of above cannot be determined unless
 the judgement / decisions / demand are received from the appropriate
 authorities/parties.
 
 4.  Provision for taxation has been made as per the Income Tax Act,
 1961 and the rules framed thereunder with reference to the profit for
 the year ended 31st December, 2012 which extends over two assessment
 years, Assessment Year 2012-2013 and Assessment Year 2013 - 2014. The
 ultimate tax liability for the Assessment Year 2013-2014 will be
 determined on the total income for the period from 1st April, 2012 to
 31st March, 2013.
 
 5.  As the production of green leaf (raw materials consumed by the
 Company for the manufacture of Tea) from Company''s own Tea Estates
 involves integrated process having various stages such as
 nursery,planting,cultivation etc., theirvalues at intermediate stage
 could not be ascertained.
 
 6.  [a] Assets acquired under Hire Purchase (HP) comprise of vehicles.
 These agreements are of a period of 36 months and more and in certain
 cases provide for revision of hire charges for variation in prime
 lending rates of the bank. There are no restrictive covenants in the HP
 agreements.
 
 [b] The Company has taken various premises under operating lease having
 tenures upto 36 months which are not non-cancellable. These are usually
 renewed periodically by mutual consent. The rental payable against
 these lease amounting to Rs. 2,006,400 (31.12.2011 - Rs. 2,006,400) has
 been debited to the Statement of Profit and Loss.
 
 7.  [a] The Companys'' Oil and Gas activities comprise of three Oil
 Fields - Amguri (Discovered Field), AA-ON/7 (Exploration Block) and
 AA-ONN-2005/1 (Exploration Block) having Participating Interest of 40%,
 35% and 10% respectively. Amguri Oil Field and AA-ON/7 Exploration
 Block were operated under a consortium with Canoro Resources Limited
 (Canoro), a Canadian based E&P company. AA-ONN-2005/1 Exploration Block
 is however under consortium with ONGC and OIL.
 
 [b] Following termination of Production Sharing Contract (PSC) and 60%
 Participation Interest (PI) of Amguri Field of Canoro by Government of
 India (GOI) with effect from 29th August, 2010, Canoro finally closed
 its operation in India in December,2012 having their appeal being
 dismissed by Hon''ble High Court. GOI as interim arrangement had
 appointed ONGC as the custodian of GOI to operate the field from 16th
 March, 2011 pending appointment of a regular operator for which the
 Company had already staked its claim alongwith the ownership of 60% PI
 in accordance of the provisions of PSC. After a prolong delay, GOI has
 finally appointed the Company as the operator of Amguri Field vide its
 letter dated 2nd January, 2013.  The Company on priority basis has now
 taken steps to resume the operations and production of oil and gas in
 Amguri Field.
 
 [c] The Company also, under the Joint Operating Agreement (JOA),
 exercised its right of first refusal on its claim on 60% PI from
 Canoro. Accordingly, the Company initiated Arbitral proceedings against
 Canoro as per PSC for redressal of dispute on ownership of majority
 Equity Shareholding of Canoro and 60% PI of Amguri Field.
 
 The Arbitral Tribunal passed the Award on21st November,2011 under which
 the Company had become the rightful owner of 60% PI of Amguri and also
 52.9% shares of Canoro which was earlier issued to Mass Financial
 Corporation in breach of JOA. As per the said Award, the Company had
 also got a damage claim of US$ 39.12 Million (Rs. 214.29 Crores) against
 Canoro. The consideration of US$ 4.16 Million (Rs. 22.78 Crores) and US$
 2.2071 Million (Rs. 12.08 Crores) assigned towards 60% PI ofAmguri and
 52.9% shares of Canoro respectively was set off from the total damage
 claim and the net damage claim of US$ 32.75 Million (Rs. 179.40 Crores)
 was awarded against Canoro. Consequent upon the receipt of the Award,
 the Company sought the formal consent from GOI on transfer of 60% PI
 pursuant to the provisions of PSC which is still awaited.
 
 [d] For execution of the Arbitral Tribunal award before Canadian Court,
 the Company has initiated legal steps by filing execution petition on
 9th November,2012 before the Supreme Court of British Columbia. The
 hearing ofthe execution petition is due in April, 2013. Meanwhile, the
 Company had received execution orders on Arbitral award against Canoro
 from District Courts in Assam for taking possession of inventory and
 field equipments.
 
 [e] In view of delay in response from GOI for according consent on
 assignment of 60% PI and operatorship of Amguri Field, the Company had
 initiated Arbitral proceedings against GOI by filing Section 9
 Application before Hon''ble High Court of Delhi seeking interim relief,
 pending disposal ofthe case by Arbitral Tribunal.  The Company had
 received interim Judgment of Hon''ble High Court on 20th July,2012,
 under which the Court had prima facie observed that the Company was
 entitled to 60% PI of Canoro as per PSC and GOI should accord the
 consent without holding it up further. However, GOI is still to take a
 decision on this matter.
 
 [f] In respect of AA-ON/7 Exploration Block, the area falls into two
 States - Assam and Nagaland. The exploration activities in Assam were
 completed and the area has been relinquished as there was no discovery
 of oil and gas. In order to pursue exploration activities in the State
 of Nagaland, a new PSC in continuation of the earlier PSC on the basis
 of same terms and conditions of the earlier PSC will be executed very
 shortly. The execution of new PSC has been delayed due to ongoing legal
 dispute on Amguri with Canoro. Since the matter has now been finally
 resolved and also Canoro''s PSC and PI on this Block has been terminated
 by GOI vide letter dated 10th January,2013, the new PSC, which has
 already been approved by GOI, will now be executed with the Company.
 Similar to Amguri Field, the Company as per PSC is also entitled to 65%
 PI and operatorship of this Block, earlier held by Canoro, as the
 Company remained as the sole non-defaulting contractor. The Company has
 already claimed the PI and Operatorship from GOI.
 
 [g] The new PSC of AA-ON/7 Exploration Block will be in continuation of
 the previous PSC and its terms and conditions will not be inferior to
 the terms and conditions of previous PSC as confirmed by GOI. AA-ON/7
 even though falls in two states - Assam and Nagaland and require
 independent PSC, is a single E&P asset.  Accordingly, all past
 expenditure in this Block will qualify for 100% cost recovery and at
 present it does not attract any capitalisation/impairment
 provision/adjustment as per AS- 10 and 28 and Guidance Note on
 Accounting for Oil & Gas producing activities.
 
 [h] With regard to AA-ONN-2005/1 Exploration Block where ONGC is the
 operator, the Geological and Geophysical (G&G) activities are under
 progress.
 
 [i] With regard to AA-ONN-2005/1 Exploration Block, this Block was
 awarded under NELP-VII round under consortium with ONGC and OIL. The
 PEL was obtained on 1st December, 2010. This Block falls in the
 Assam-Nagaland border and is sensitive with respect to environment,
 reserve forest and border disputes.  Permission to conduct seismic
 surveys was granted by Assam State Government recently hence
 exploration activities are in early stages.
 
 [j] The Company''s aggregate capital investments grouped under Capital
 Work in Progress and Fixed Assets will be eligible for full cost
 recovery as per PSC against future activities. The operations in Amguri
 Field and AA-ON/7 Exploration Block will resume on receipt of consent
 from GOI and execution of new PSC respectively.
 
 [k] Fixed Assets Register has not been maintained in Oil & Gas Division
 as details ofthe assets were maintained by the Operator (Canoro) which
 has since been maintaind by ONGC as the custodian operator and 40%
 share of cost was booked by ACIL for each of the assets. A list of
 assets is maintained.
 
 [l] In respect of oil and gas producing assets for which depreciation
 rates has not been prescribed in Schedule XIV of the Companies Act,
 1956, the Company has applied to the Central Government for its
 approval to adopt the unit of production method of computing
 depreciation for the purpose of provision of Section 205 of the
 Companies Act, 1956, which is awaited.
 
 [m] Cost Record Order is applicable for Oil and Gas. There was no
 production during the year and the Company was not the Operator. All
 relevant papers and records were maintained by the Operator.
 
 8.  The Company had issued Zero Per Cent Foreign Currency Convertible
 Bonds (FCCB) in 2006 aggregating to USD 48 Million (INR
 2,109,120,000) to finance capital expenditure for modernisation,
 expansion and acquisitions. The Bond holders have an option of
 converting these Bonds into Equity Shares at a conversion price of Rs.
 28.75 per share, at any time on or after 28th November, 2006, subject
 to compliance with certain conditions stated in the Offer Circular
 dated 23rd November, 2006. The Bonds were redeemable on 30th November,
 2011, at 150.019 per cent of their principal amount, unless previously
 converted or redeemed.
 
 Unutilised FCCB proceeds amounting to t7,884,472 (31.12.2011 -t
 7,884,472) have been invested in securities and the balance t 241,015 (
 31.12.2011 -t 241,015) is lying with banks at the year end.
 
 The Principal amount of FCCBs outstanding at the beginning of the year
 was USD 31.80 Million. The Company had during the year redeemed
 Principal FCCBs of USD 22.70 Million together with agreed redemption
 premium.  As at the year end, the total Principal FCCBs outstanding is
 USD 9.10 Million out of which the Company has since redeemed Principal
 FCCBs of USD 6 Million with agreed redemption premium. The Company is
 negotiating with the Bondholders for settlement of the remaining
 FCCB''s. The Company had obtained permission from Reserve Bank of India
 (RBI) for extending the time for redemption of Outstanding FCCBs beyond
 the maturity date.
 
 9.  Advances and loans to subsidiaries include an amount oft
 2,520,121,211 (including interest 1 1,111,049,664 Net of TDS) (31.12.11
 t 2,118,199,469 including interest t 783,371,113 Net of TDS) due from
 Gujarat Hydrocarbons and Power SEZ Limited (GHPSL), a Subsidiary of the
 Company.
 
 GHPSL was incorporated for developing a Hydrocarbon and Power Special
 Economic Zone (SEZ) in the State of Gujarat. GHPSL had acquired 315
 Hectares of land for its project from Gujarat Industrial Development
 Corporation (GIDC) out ofwhich 296 Hectares possession was received and
 the balance 19 Hectares is in the process of acquisition.The loan was
 given towards acquisition and development of the acquired area by
 GHPSL.
 
 10.  Advances and loans to subsidiaries include interest free loan of Rs.
 813,732,224) (31.12.11 t813,732,224) due from Duncan Macneill Natural
 Resources Limited (DMNRL) a Wholly Owned Subsidiary of the Company
 located in UK. The loan was given to acquire E&P assets.The Company, in
 order to expand its oil and gas activities in upstream sector desire to
 make a strong presence at overseas countries by acquiring E&P
 assets.The Company is confident in acquiring economically feasible E& P
 assets through DMNRL by using the loan given to them. DMNRL has agreed
 to repay rupee equivalent of the total amount outstanding to the
 Company.
 
 11.  Advances and loans to subsidiaries include interest free loan of Rs.
 10,708,140 (31.12.11 t 10,174,605) due from Assam Oil and Natural Gas
 Limited a Wholly Owned Subsidiary of the Company located in Cayman
 Islands, as loan. The loan was given to acquire E&P (Oil and Gas)
 assets in Colombia.
 
 12.  The Single Bench of the Hon''ble Calcutta High Court has allowed
 the eviction proceedings filed by the owners in respect of the
 Company''s Corporate Office at Kolkata.The Company has preferred an
 appeal before the Division Bench of the Hon''ble Calcutta High Court,who
 have stayed the order passed by the Single Bench.  TheAppeal is pending
 adjudication.
 
 Notes :
 
 [i] The Company has considered business segment as the primary segment
 for disclosure. The components of these business segments are
 plantation products,oil and gas activities and Merchant trading.
 
 [ii] The segment wise revenue, results, assets and liabilities relate
 to the respective amounts directly identifiable to each ofthe segments.
 Unallocable income/expenditure refers to income/expenses incurred on
 common services at corporate level.
 
 [iii] Geographical segment:
 
 Segregation of revenue is on the basis of geographical location of
 customer i.e.
 
 Sales within India Sales outside India
 
 Segregation of asset and capital expenditure is on the basis of
 geographical location of assets i.e.  Asset within India Asset outside
 India
 
 [iv] Figures in bold represent previous year''s figures .
 
 50. In line with the notification dated 31st March, 2009 and
 notification dated 29.12.11 issued by the Ministry of Corporate
 Affairs, amending Accounting Standard (AS) 11 - Effects of Changes in
 Foreign Exchange Rate, the Company in the current year has:
 
 [i] charged to the Statement of Profit and Loss Rs. 84,949,234 (31.12.11
 - Rs. 136,945,139) being the amortisation charge of ''Foreign Currency
 Monetary item Translation Difference Account'' (FCMITDA) for the year.
 
 [ii] carried forward Rs. 165,916,130 (31.12.11- Rs. 174,684,288) in the
 FCMITDA, amortisable by 31st January, 2020.
 
 13.  Employee Benefit Obligation Provident Fund
 
 Provident Fund is a defined contribution scheme whereby the Company
 contributes an amount determined as a fixed percentage of basic salary
 to the Trust/Government authorities every month.
 
 Gratuity
 
 The Company operates three gratuity schemes wherein every employee is
 entitled to the benefit equivalent to 15 days salary last drawn for
 each completed year of service. The same is payable on retirement or
 termination of service, whichever is earlier. Annual contributions
 based on actuarial valuation carried out at the year end are made to an
 independent trust fund who in turn is investing in a private insurance
 company under group gratuity scheme.
 
 Pension
 
 The Company operates two pension schemes for eligible employees, one of
 them being a defined benefit scheme and the other a defined
 contribution scheme. Annual contributions to the defined benefit scheme
 are made by the Company based on actuarial valuation carried out by the
 Company at year end. Contributions for the defined contribution scheme
 are deposited with a Trust and such funds are funded to a private
 insurance company.
 
 Leave Benefit
 
 Leave benefit comprises of leave balances accumulated by the employees.
 These balances can be accumulated upto a maximum of 120 days and can be
 encashed only at any time of retirement/separation.
 
 Post Retirement Medical Benefit
 
 The Company has a scheme of re-imbursement of post retirement medical
 expenses to certain categories of employees and their surviving
 spouses, upon retirement, subject to a monetary limit.
 
 A. Defined Contribution Plans
 
 Contributions for Defined Contribution Plans amounting to t 9,17,04,830
 (31.12.2011 t 8,47,96,893) has been recognised in the Profit & Loss
 Account.
 
 Notes:
 
 (i) The estimates of future salary increases considered in the
 actuarial valuation takes into account factors like inflation, future
 salary increases, seniority, promotion, supply and demand in the
 employment market etc. The expected return on plan assets is based on
 the actuarial expectation of the average long term rate of return on
 investments of the fund during the estimated time of the obligations.
 
 (ii) Since the Company has adopted Accounting Standard 15 (Revised
 2005) on Employee Benefits during the year 2007, figures for five
 financial years are available and have been disclosed except for post
 retirement medical benefits which have been actuarially valued from the
 year 2011.
 
 (iii) As per the actuarial valuation carried out ,there is gain in
 contribution to be made during the year of Rs.3,618,543 and Rs. 2,465,546
 in Management Staff Gratuity Fund and Clerical, Medical & Technical
 Staff Pension Fund respectively.As a matter of prudence the effect of
 the same has not been taken.
 
 (iv) The contribution expected to be made by the Company for the year
 ending 31st December, 2013, cannot be ascertained at this stage.
 
 14.  Related Party Disclosure :
 
 I. Names of related parties and description of relationship
 
 [a] Subsidiaries of the Company
 
 Namburnadi Tea Company Limited Camellia Cha Bar Limited North East
 Hydrocarbon Limited Assam Oil and Gas Limited Duncan Macneill Natural
 Resources Limited
 
 Dahej Offshore Infrastructure SEZ Limited (Formerly known as Assam
 Estates Limited)
 
 Gujarat Hydrocarbons and Power SEZ Limited
 
 Duncan Macneill Power India Ltd. (Formerly known as Duncan Macneill
 Power and Utilities Ltd.) Assam Oil & Natural Gas Limited.
 
 [b] Stepdown subsidiaries
 
 Lord Inchcape Financial Services Limited (control exercised through two
 subsidiaries)
 
 Assam Oil & Natural Gas Columbia Limited
 
 [c] Key Managerial Personnel
 
 Mr. A.K.Jajodia, Managing Director
 
 [d] Relatives of Key Managerial Personnel
 
 Ms. Ruchika Jajodia
 
 [e] Joint Venture through jointly controlled operations
 
 Canoro Resources Limited
 
 Oil and Natural Gas Corporation Limited
 
 Oil India Limited
 
 15.  Pursuant to a Resolution passed by the Shareholders on 26th June,
 2012 and the subsequent approval of the Board on 2nd August, 2012, the
 Company had entered into an Agreement for Sale (Agreement) on 3rd
 August, 2012 with Salonah Tea Private Limited (Purchaser) for sale of
 Salonah Tea Estate (the Estate) subject to receipt of requisite
 approvals and NOCs from the concerned authorities which are awaited.
 Pursuant to the said Agreement, the profit and loss and liabilities
 will accrue and arise to the account of Purchaser from the appointed
 date i.e. 20th August, 2012. Accordingly, the Company has discontinued
 to account for all the income and expenditure of the Estate effective
 from the same date. As the sale of the Estate is yet to be completed
 pending receipt of requisite approvals and NOCs and execution of
 conveyance deed, the assets and ownership of the Estate continues to
 remain with the Company.
 
 Net block of Fixed Assets as referred in Note No.11 includes Assets
 pertaining to Salonah Tea Estate which are not being used by the
 Company from the appointment date ie. 20th August, 2012 and held for
 disposal.
 
 16.  The Company has obtained a stay from the Hon''ble Guwahati High
 Court restraining the taxation authorities from imposing and collecting
 Fringe Benefit Tax (FBT) under Section 115WA of the Income Tax Act,
 1961. In view of this, the Company has not provided the liability for
 FBT till the year-end December, 2009.
 
 17.  The Financial Statements for the year ended 31st December, 2011
 had been prepared as per the then applicable, pre-revised Schedule VI
 to the Companies Act,1956.Consequent to the notification of Revised
 Schedule VI under the Companies, Act 1956, the Financial Statements for
 the year ended 31st December, 2012 are prepared as per Revised Schedule
 VI. Accordingly, the previous year figures have also been reclassified
 to conform with this year''s classification.