The Directors have pleasure in presenting the Ninety Sixth Annual
 Report of your Company together with the Audited Statement of Accounts
 for the year ended 31st March 2012.
 
 FINANCIAL RESULTS                                         (Rs.in lacs)
 
                                                2011-12        2010-11
 
 Turnover and other income                     2,00,453       1,70,306
 
 Profit before interest and depreciation         13,326         25,115
 
 Interest                                         4,122          2,589
 
 Profit before depreciation                       9,204         22,526
 
 Profit for the year                              5,903         19,412 
 Provision for tax
 
 -Current tax                                       719          3,789
 
 - Deferred tax                                     526          2,884
 
 - Adjustments of earlier years                    (291)             8 
 
 Profit after tax                                 4,949         12,731
 Amount brought forward from 
 previous year                                    4,903         20,317 
 Amount available
 for appropriation                                9,852         33,048 
 Appropriation proposed:
 
 Transfer to General Reserve                        495         26,306 
 Dividend proposed on equity
 shares (Current year @ X 4.50/- 
 and previous year
 
 @ X 4.50/- per share of X 10/- each)             1,576          1,577
 
 Tax on dividend                                    256            262
 
 Balance carried to Balance Sheet                 7,525          4,903
 
 Dividend
 
 Your Directors recommended a dividend @ X 4.50/- per equity share of X
 10/- each for the year ended 31st March 2012, maintaining the last
 year''s rate, subject to the approval of the shareholders at the ensuing
 Annual General Meeting.
 
 Performance
 
 Petrochem Division
 
 The PET plant at Haldia operated at 105% capacity utilization.  The
 production of PET resin increased from 2,00,981 MT in 2010-11 to
 2,08,975 MT in 2011-12.
 
 Although the plant operated in excess of 100% capacity utilization the
 margins remained under pressure throughout the year. Further the
 unexpected and steep decline in the value of Indian Rupee against other
 foreign currencies also affected the bottom-line.
 
 Your Directors take satisfaction to inform you that all the term loans
 pertaining to the first PET project of the Company have been fully
 repaid in the financial year 2011-12. The pledge of 53,04,700 shares in
 the Company held by Dhunseri Investments Ltd., provided as a security
 in respect of the aforesaid term loans, have since been released on 3rd
 April 2012.
 
 As reported in last year''s Directors'' Report in respect to the
 unfortunate incidence of fire due to electrical short circuit in the
 raw materials go down at Haldia plant on 14th March 2011, your Directors
 wish to inform you that the claims under the Stock Policy towards
 destruction of raw materials & packing materials and reimbursement of
 expenses aggregating to Rs 51.82 crores have been settled by the
 insurance company to the tune of Rs 36.26 crores (net of salvage of Rs
 5.32 crores) in the current year. The shortfall on this account
 amounting to Rs 10.24 crores has been charged off in the books of
 accounts for the year ended 31st March 2012.
 
 Further, during the current year your Company restored to operation
 some fire damaged fixed assets valuing Rs 2.89 crores in the books and
 as on 31st March 2012 is carryingRs 9.82 crores in the books of accounts
 towards amount receivable from insurance company on account of loss
 incurred on damage/ destruction of fixed assets & spares under
 Industrial All Risk (IAR) policy. Your Company expects to receive
 the claim amount under IAR policy shortly.
 
 Tea Division
 
 Crop in Assam was affected due to early close of season due to no rain
 from end September 2011 till first week of April 2012 resulting in
 severe drought. There was increased pest activity due to very
 unfavorable weather condition.
 
 The production of your Company increased from 103.03 lac kgs tea made
 to 134.81 lac kgs tea made mainly due to addition from new bought leaf
 factories. However, price realization was substantially lower due to
 poor market condition for medium quality teas especially from new
 bought leaf factories where quality parameters could not be stabilized
 in the first year.  Orthodox market was also substantially lower by Rs
 20/- due to fall in prices of orthodox teas as compared with Rs 17.16
 lower for our teas.
 
 Prospects
 
 Petrochem Division
 
 The existing plant is running at full capacity utilization and is
 expected to operate likewise in the coming year.
 
 The project for expansion of the PET plant capacity in Haldia to
 4,10,000 TPA from 2,00,000 TPA is progressing satisfactorily.
 Mechanical completion is expected to be achieved around middle of May
 2012. Start up of trial run is expected around middle of June 2012.
 Delay in the project completion is due to delay in civil construction
 caused by heavy rains during construction.
 
 With this the capacity of the Company''s total production will increase
 to around 3,50,000 tonnes for the financial year 2012-13. The Company
 appointed marketing representatives in various international markets
 and is gearing up to meet marketing challenges to sell enhanced
 production.
 
 As already reported in the last report, your Company plans to produce
 and market barrier resins using M&G''s state of the art Bico PET
 technology, after carrying out necessary modifications in the existing
 plant. All the equipments for this purpose have been procured. The
 erection of these equipments will be done after the commissioning of
 the new plant. After the erection of the plant and machinery, the
 commissioning will be synchronized with the maintenance shutdown of the
 existing plant.
 
 Tea Division
 
 Tea garden received some useful rain in the second week of April (after
 prolonged drought for the past six months) and now crop prospects
 appears to be good from the month of May 2012 onwards. Your Company
 mitigated the ill effect of drought to a large extent by continuous use
 of sprinkler irrigation. Some gardens in South Bank also suffered this
 year due to less rainfall up to February 2012 where irrigation
 facilities are provided only for newly planted tea areas.
 
 Continued emphasis given on manufacturing quality teas yielded
 favorable results in some gardens. However, all the gardens have been
 brought under similar manufacturing process to improve the quality as
 well as grade mix and there should be substantial improvement in
 overall quality of teas to be produced by the Company in the Season
 2012.
 
 Company''s packet tea brands LAL GHORA and KALA GHORA continued to
 receive good response from consumers due to overall improvement in
 quality and also packaging which helped in achieving the targeted sale
 quantity and it is expected that there should be substantial increase
 in sale quantity in 2012-13 as the trend shows for the month of April
 2012.
 
 The tea market is expected to remain good during the year and
 difference in prices would be maintained for quality teas.
 
 The Company has sold and handed over one tea factory in Assam and
 negotiation for another tea factory is under progress and expected to
 be completed shortly.
 
 The operations of the remaining two bought leaf factories are being
 stabilized and is expected to achieve the targeted quantity of 3 mn kg
 tea made depending on availability of quality green leaf at competitive
 rates in the area. A new factory at Hatijan Tea Estate is being
 constructed having an annual capacity of 1.5 mn kg production and
 commercial production will start from the first week of May 2012.
 
 Further subsequent to the end of financial year 2011-12, the Company
 has entered into an agreement for sale of one of the tea estates namely
 Namsang Tea Estate, having around 5% of the production of the Company,
 at a consideration of Rs 28.29 crores.
 
 The Company''s current tea production is 13.5 mn kg and is expected to
 reach 20 mn kg in the next 2/3 years if negotiations to acquire tea
 gardens abroad fructifies.
 
 IT-SEZ Division
 
 The construction work of ''Dhunseri IT Park'' at Bantala is progressing
 gradually. In respect of the first phase having a built up area of
 3,70,000 sq. ft., the construction is expected to be completed in the
 last quarter of financial year 2012-13.
 
 Barring unforeseen circumstances, the Company''s performance for the
 coming year is expected to be satisfactory.
 
 Conservation of Energy, Technology Absorption, Foreign Exchange
 Earnings/Outgo
 
 The particulars as prescribed under Section 217(1 )(e) of the Companies
 Act, 1956 read with the Companies (Disclosure of Particulars in the
 Report of the Board of Directors) Rules, 1988 are attached as an
 annexure to this report.
 
 Disclosure Under Sec 21 7(2A) of the Companies Act, 1956
 
 The particulars of employees whose salary exceed the limits as
 prescribed under Section 217(2A) of the Companies Act, 1956 are given
 as an annexure to this report.
 
 Auditors
 
 M/s Lovelock & Lewes, Chartered Accountants, retire on the conclusion
 of this Annual General Meeting, and being eligible, offer themselves
 for reappointment.
 
 Audit Report
 
 With regard to the observations of the auditors in paragraph 4 of
 Auditors'' Report, the relevant notes to accounts are self explanatory.
 
 Directors
 
 As already informed in the last report, the Central Government had
 accorded its approval u/s 259 of the Companies Act, 1956 to increase
 the maximum number of Directors of the Company from 12(Twelve) to 18
 (Eighteen), subject to the condition that the increase in the number of
 Directors had to be effected within 19th September 2011, failing which
 the approval would lapse.
 
 Since the Company has not affected the increase in the number of
 Directors by 19th September 2011, the approval lapsed. Hence the
 maximum number of directors of the Company has come down to 12(Twelve)
 again.
 
 During the year Mr. S. K. Pai ceased to be a Director of the Company
 consequent to the withdrawal of nomination by IDBI Bank Limited
 following the full repayment of its term loan. The Board of Directors
 wish to place on record their sincerest appreciation for the
 contribution made by Mr. S. K. Pai during his tenure.
 
 Further, during the year the tenure of Mr. B. K. Biyani as the
 Executive Director (Corporate) of the Company ended on 31st March 2012
 and simultaneously he has resigned from the post of Director with
 effect from close of 31st March, 2012. The Board of Directors wish to
 place on record their sincerest appreciation for the contribution made
 by Mr. B. K. Biyani during his tenure. Mr. R. K. Sharma, has been
 appointed as a Director of your Company in the casual vacancy created
 by the resignation of Mr. B. K. Biyani with effect from 1st April 2012.
 Mr. R. K.  Sharma shall hold office till the term Mr. B. K. Biyani
 would have held office.
 
 Mr. A. Bagaria, Mr. R. N. Bhardwaj and Mr. Y. F. Lombard, Directors of
 your Company will retire at this Annual General Meeting by rotation,
 and being eligible, offer themselves for reappointment. The Board
 recommends their reappointment as Directors of your Company.
 
 The tenure of Mr. M. Dhanuka as the Vice Chairman & Executive Director
 has ceased on 31st March 2012. He is proposed to be reappointed as the
 Vice Chairman & Managing Director of the Company with effect from 1st
 April 2012. Your Directors recommend approval of his reappointment as
 the Vice Chairman & Managing Director of the Company. The particulars
 required for reappointment as the Vice Chairman & Managing Director are
 contained in the Notice for the Annual General Meeting of the Company.
 
 The tenure of Mr. B.Chattopadhyay as the Executive Director & CEO
 ceased on 31st March 2012. He is proposed to be reappointed as the
 Managing Director & CEO of the Company with effect from 1st April 2012.
 Your Directors recommend approval of his reappointment as the Managing
 Director & CEO of the Company. The particulars required for
 reappointment as the Managing Director & CEO are contained in the
 Notice for the Annual General Meeting of the Company.
 
 Mr. R. K. Sharma is presently the CFO of the Company. He is proposed to
 be appointed as the Executive Director (Finance) of the Company, liable
 to retire by rotation, with effect from 1st April 2012. Your Directors
 recommend the approval of his appointment as the Executive Director
 (Finance) of the Company, liable to retire by rotation. The particulars
 required for appointment as the Executive Director (Finance), liable to
 retire by rotation are contained in the Notice for the Annual General
 Meeting of the Company.
 
 Mr. D.P.Jindal has been appointed as the Additional Director of your
 Company with effect from 2nd May, 2012. In terms of Section 260 of the
 Companies Act, 1956 he shall hold office only upto the date of this
 Annual General Meeting. The required notice pursuant to provisions of
 Section 257 of the Companies Act, 1956 has been received from a member
 proposing his appointment as a Director of your Company, liable to
 retire by rotation. Your Directors recommend approval of his
 appointment as a Director of your Company, liable to retire by
 rotation. The particulars required for appointment as Director are
 contained in the Notice for the Annual General Meeting of the Company.
 
 Fixed Deposits
 
 The Company has not accepted any deposits from the public.  However the
 Companies (Acceptance of Deposits) Rules, 1975 were complied with in
 view of the deposits being accepted from the employees of the Company.
 All deposits which matured during the year were repaid.
 
 Subsidiary Company
 
 1) Egyptian Indian Polyester Company S.A.E (ElPET):
 
 ElPET''s project in Egypt is progressing satisfactorily. Start up of
 trial run is expected to be achieved by fourth quarter of financial
 year 2012-13.
 
 2) Dowamara Tea Company Private Ltd. (DTCPL):
 
 Dowamara Tea factory belonging to Dowamara Tea Company Private Limited
 (DTCPL), which is a wholly - owned subsidiary of the Company, produced
 5.25 lac kgs during the year ended 31st March 2012. DTCPL suffered a
 loss ofRs 112.64 lacs during the current year.
 
 3) Dhunseri Petrochem & Tea Pte Ltd. (DPTPL):
 
 Your Directors wish to inform you that a wholly owned subsidiary has
 been incorporated in Singapore on 28th December, 2011 under the name
 and style of Dhunseri Petrochem & Tea Pte Ltd.  for the purpose of
 transferring the investment of the Company in Egyptian Indian Polyester
 Company S.A.E.(EIPET) to the aforesaid subsidiary in Singapore.
 
 Upon receipt of the approvals and other statutory permissions, the
 investment of the Company in EIPET would be transferred to DPTPL.
 
 Subsidiary Accounts
 
 Ministry of Corporate Affairs has granted general exemption to the
 companies under Section 212 of the Companies Act, 1956, from attaching
 the reports and accounts of the subsidiary company, subject to
 fulfillment of certain conditions, which amongst others include the
 consent of the Board of Directors for not attaching the annual accounts
 of the subsidiary. Accordingly, the Board of Directors of the Company,
 at its meeting held on 2nd May 2012, has consented for not attaching
 the annual accounts of the subsidiaries viz, M/s Egyptian Indian
 Polyester Company S.A.E.  and Dowamara Tea Company Private Ltd. with
 the accounts of the Company.
 
 Accordingly, the Audited Statements of Accounts, the reports of Board
 of Directors and Auditors of the subsidiary companies have not been
 annexed. The annual accounts of the subsidiary companies and the
 related detailed information shall be made available to the
 shareholders of the Company and subsidiary companies seeking such
 information at any point of time.  Shareholders who wish to have a hard
 copy of the full reports and accounts of the subsidiaries will be
 provided the same on receipt of written request from them. These
 documents will also be available for inspection by any shareholder at
 the registered office of the Company and that of the subsidiaries on
 any working day during business hours, except on Saturdays.
 
 As required under the listing agreement with the stock exchanges, the
 audited consolidated financial statements of your Company are also
 attached and form a part of the Company''s annual report.  However, the
 consolidated financial statements do not include the operations of
 Dhunseri Petrochem & Tea Pte Ltd. as the first financial year of the
 said Company will end only on 31st March 2013.
 
 Cost Audit
 
 Your Company is under the purview of Cost Audit as per Section 233B of
 the Companies Act, 1956 in respect of manufacture of Tea. Further with
 effect from financial year 2012-13 Poly Ethylene Terephthalate (PET)
 resin has also been covered for Cost Audit. M/s Mani & Co., Cost
 Accountants, have been appointed as Cost Auditors of the Company.
 
 Directors'' Responsibility Statement Pursuant to Section 217 (2AA) of
 the Companies Act, 1956 Pursuant to the requirement under Section 217
 (2AA) of the Companies Act, 1956, with respect to Directors''
 Responsibility Statement, it is hereby confirmed:
 
 (i) That in the preparation of the annual accounts, the applicable
 accounting standards were followed, except as specified in Para 4 of
 Auditors'' Report. Proper explanation relating to material departures,
 have been clarified in note no. 35 in the notes to accounts which is
 self explanatory;
 
 (ii)That the Directors selected such accounting policies and applied
 them consistently except as specified in note no. 38 in notes to
 accounts and made judgments 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 and loss
 of the Company for that period;
 
 (iii)That the Directors took proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the Company''s assets and for
 preventing and detecting fraud and other irregularities;
 
 (iv) That the Directors prepared the annual accounts on a going concern
 basis.
 
 Corporate Governance and Management Discussion and Analysis Reports
 
 Corporate Governance and Management Discussion and Analysis Reports are
 set out as separate annexure to this report.
 
 Corporate Social Responsibility
 
 Your Company understands that the expectations of society from industry
 is constantly changing and is conscious of its social responsibilities.
 It has continued with its welfare activities for development in the
 fields of education, health, culture and other welfare measures and to
 improve the general standard of living.
 
 Your Directors have decided that 1% of the profits of the Company would
 be used towards CSR activities, with a maximum ceiling of X 1 crore
 including contributions to Dhanuka Dhunseri Foundation Trust (DDFT). As
 reported in the last year''s report, DDFT acts as the vehicle through
 which the CSR activities of the Company are carried out across the
 various parts of the country. The Trust was formed in 1972 for various
 charitable objectives. It is involved in various philanthropic
 activities like building schools, colleges and girls hostel, providing
 free medicines through dispensaries and grants to charitable
 institutes.
 
 Certifications
 
 Petrochem Division
 
 As already informed in the last report, the Petrochem division of the
 Company holds quality certifications from renowned national and
 international agencies like the USFDA, EC, Japanese and Canadian Food
 and Health Bodies and ITRC and is also ISO 9001:2008, ISO 14001: 2004
 and BS OHSAS 18001: 2007 certified.
 
 Further during the year the Petrochem division of the Company has
 received SA 8000: 2008 certification (i.e. Certificate of Social
 Accountability) from TUV NORD for its plant at Haldia in respect of
 manufacture and sale of PET resin in International and domestic
 markets.
 
 Tea Division
 
 As informed in the last report, your Company was already having the ISO
 22000:2005 certification for Dilli & Santi Tea Estates.  Further during
 the year your Company has also received the ISO 22000:2005
 certifications from DNV Business Assurance in respect of Food Safety
 System for the following Tea Estates:
 
 i) Bahadur Tea Estate
 
 ii) Bahipookri Tea Estate
 
 iii) Bettybari Tea Estate
 
 iv) Dhunseri Tea Estate
 
 v) Khagorijan Tea Estate
 
 vi) Namsang Tea Estate (agreement for sale executed)
 
 vii) Orang Tea Estate
 
 Awards
 
 Your Directors have the pleasure to inform you that the following
 awards have been received:
 
 Petrochem Division
 
 Second Best Exporter Award: The Company''s Petrochem division has
 received the second best exporter award for the year 2009-10 in the
 product category of Plastic Polymers by The Plastics Export Promotion
 Council, Mumbai.
 
 Environment, Health and Safety
 
 Health and safety has always been a matter of major concern and
 importance. Your Company continuously strives to ensure that our
 operations are safe. The Company recognizes the importance of managing
 its environmental impact. These are matters of priority and therefore
 caring for the environment and responsible disposal of wastes are some
 of the ongoing initiatives undertaken by the Company.
 
 Utilization of Proceeds from Preferential Issue
 
 Erstwhile SAPL had made an allotment of equity shares, warrants and
 FCCBs in 2007-08. Consequently, during 2007-08, erstwhile SAPL raised Rs
 7,416.23 lacs by preferential allotment of equity shares and equity
 share warrants and Rs 7,864.00 lacs from the issue of the FCCBs. The
 FCCB proceeds as at 31st March 2012 (as reduced by redemption in
 2009-10) is Rs 2949 lacs.
 
 The money raised out of such issue was to be utilized for:
 
 i) Equity participation in overseas subsidiaries
 
 ii) Retirement of high cost borrowings
 
 iii) Other business purposes, including working capital requirements
 
 The amount raised by issue of equity shares, equity share warrants and
 FCCB''s have been fully utilized towards equity participation/issue
 related expenses in the overseas project in Egypt.
 
 CRISIL EQUITIES GRADING
 
 Your Directors inform that CRISIL vide its independent equity research
 report dated 16th February, 2012 has assigned a CRISIL fundamental
 grade of 3/5 (pronounced three on five) to the Company. The grade
 indicated that the Company''s fundamentals were ''good'', relative to
 other listed equity securities in India.  CRISIL has assigned a
 valuation grade of 5/5, indicating that the stock has a strong upside
 as compared to the market price of Rs122/- (as on 16th February, 2012).
 CRISIL''s fair value of the Company''s stock was Rs 243/-.
 
 Credit Rating by Credit Analysis & Research Ltd. (Care)
 
 Your Directors inform that CARE has reaffirmed the Credit rating of
 CARE A   (Single A plus) assigned to long term bank facilities of the
 Company and CARE A1  (A One plus) assigned to short term facilities of
 the Company. At the same time CARE has reaffirmed the Credit rating of
 CARE A1  (A One plus) assigned to the Short Term Debt (STD) programme
 (including Commercial Paper) of the Company for a maturity up to six
 months.
 
 Employees
 
 Your Company believes that ''people'' are the most prized asset for
 the success of any organization. Your Directors wish to express their
 appreciation to all the employees for their exemplary contributions and
 excellent team spirit. Their dedicated efforts, enthusiasm and
 commitment have played a pivotal role in the growth of the Company.
 
 Acknowledgement
 
 The Directors wish to place on record their sincere appreciation for
 the whole-hearted support received from Axis Bank, Allahabad Bank, Bank
 of Baroda, Bank of India, Canara Bank, Deutsche Bank, Development
 Credit Bank, DBS Bank Limited, Export- Import Bank of India, HSBC
 Limited, HDFC Bank Limited, ICICI Bank Limited, IDBI Bank Limited,
 International Finance Corporation, Washington, Punjab National Bank,
 State Bank of India, State Bank of Travancore, Syndicate Bank, Standard
 Chartered Bank, United Bank of India, West Bengal Industrial
 Development Corporation Ltd, Tea Board, Haldia Development Authority,
 Office of the District Magistrate of East Midnapore, West Bengal
 Pollution Control Board, West Bengal State Electricity Board, Ministry
 of Environment & Forest, Government of West Bengal, Government of
 Assam, Government of Egypt, Governorate of Suez, General Authority for
 Investment and Free Zones (GAFI), Egyptian Petrochemicals Holding
 Company (ECHEM), Engineering for the Petroleum and Process
 Industries(ENPPI), Ahli United Bank (Egypt) S.A.E, Commercial
 International Bank (Egypt) S.A.E, Egypt, the customers, suppliers,
 shareholders and all others associated with the Company.
 
                                               For and on behalf of 
 
                                             The Board of Directors
 
 Place: Kolkata                                       C. K. Dhanuka
 
 Date: 2nd May, 2012                             Executive Chairman