To The Members 
 
 The Directors have pleasure in presenting the Ninety Fifth Annual
 Report of your Company together with the Audited Statement of Accounts
 for the year ended 31st March 2011.
 
 
 Financial results
                                                      (Rs. in Lacs)
 
                                              2010-11        2009-10
 
 Turnover and other income                   1,70,306       1,20,350
 
 Profit before interest and depreciation       25,115         16,928
 
 Interest                                       2,589          2,330
 
 Profit before depreciation                    22,526         14,598
 
 Profit for the year                           19,412         11,811
 
 Provision for tax
      
 - Current tax                                  3,789          1,760
 
 - Deferred tax                                 2,884          1,143
 
 - Adjustments of earlier years                     8              -
 
 - Fringe benefit tax                               -              3
 
 Profit after tax                              12,731          8,905
 
 Amount brought forward from previous year     20,317            849
 
 Balance added pursuant to the scheme of 
 arrangement                                        -         13,087
 
 Amount available for appropriation            33,048         22,841
 
 Appropriation proposed:
      
 Transfer to General Reserve                   26,306            890
 
 Dividend proposed on equity shares (Current 
 year @ Rs. 4.50/- and previous year 
 @ Rs. 4/- per share of Rs. 10/- each)          1,577          1,401
 
 Tax on dividend                                  262            233
 
 Balance carried to Balance Sheet               4,903         20,317
 
 
 Dividend
 
 Your Directors recommended a dividend @ Rs. 4.50/- per equity share of
 Rs. 10/- each for the year ended 31st March 2011 as against a dividend
 @ Rs. 4/- per equity share of Rs. 10/- each for the year ended 31st
 March 2010, subject to the approval of the shareholders at the ensuing
 Annual General Meeting.
 
 
 Performance
 Petrochem division
 
 The PET plant at Haldia is operating at 100% capacity utilisation.  The
 production of PET resin increased from 168179 MT in 2009- 10 to 200981
 MT in 2010-11. Production could have been higher if the plant did not
 shut down due to a fire at its raw material store.
 
 
 Tea division
 
 As reported last year, the crop in Assam was affected due to incessant
 rain and increased pest activity. Tea production decreased from 104.77
 lac kgs to 103.03 lac kgs. However, the sale price increased by Rs.
 11.17 per kg as compared to previous year. Revenue increased by 5.97%
 i.e from Rs. 129.75 crores in 2009-10 to Rs.137.50 crores in 2010-11 in
 spite of a decrease in volume by 2.86%.
 
 
 Prospects 
 Petrochem division
 
 Existing Operations: We expect to operate at full capacity utilisation
 for the year 2011-12. Thermax HTM Heater (coal based) has been
 successfully commissioned and operational from January 2011. This
 together with the commissioning of the captive power plant has resulted
 in power and fuel cost savings which is expected to continue in the
 coming years.
 
 New Project: With respect to the expansion of the PET plant capacity in
 Haldia to 4,10,000 TPA from 2,00,000 TPA, your Company received
 environmental clearance from State Level Environment Impact Assessment
 Authority, Ministry of Environment and Forests, Government of West
 Bengal and consent to establish from the West Bengal Pollution Control
 Board. The civil construction at site started in November 2010.  The
 plant will be on stream by April 2012.
 
 The project cost is appraised by SBI Capital Markets Limited to be Rs.
 371 crs. State Bank of India and Allahabad Bank are funding the project
 cost upto ECB of USD 51 million and the balance is being funded through
 internal accruals.
 
 Development of Barrier Resins: Your Company has entered into an
 Exclusive Technology License Agreement with M&G Finanziaria S.R.L.,
 Italy (M&G), one of the global leaders in PET bottle resin production,
 to produce and market barrier resins in India and Bangladesh using
 M&G’s state of the art BicoPET technology. This will enable your
 Company to capture newer customers/products where this technology would
 be used for packaging. For the current year 2011-12, the Company will
 start seed marketing of this product. Necessary modifications in the
 existing plant are being carried out to produce these new chips.  The
 plant is expected to start production of the aforesaid new chips by 1st
 quarter of 2012-13 after stabilisation of new plant.
 
 Tea division
 
 The crop prospect appears to be good at present, after a long spell of
 drought broken by well-distributed rainfall in April & May 2011.  The
 Company mitigated the ill effects of drought to a large extent in the
 North Bank gardens through continuous irrigation.
 
 Continued focus on manufacturing quality teas, yielded favourable
 results in some gardens; all other gardens will be brought under
 
 similar manufacturing process.
 
 Your Company''s branded teas have received good response from consumers
 which has helped in achieving substantial increase in sale quantity as
 compared to previous year and a similar trend is expected to continue
 in 2011-12. The tea market is expected to remain good in the coming
 years especially for quality teas.
 
 In the current financial year, the Company purchased four tea factories
 in Assam and expects to produce 40 lac kgs tea in these factories in
 2011-12. These factories are being renovated by installing new
 machineries with increased output. The production can reach up to 60
 lac kgs following the expansion in due course and depending on
 availability of green leaf at competitive prices in the area. Further,
 your Company has acquired 100% shares of Dowamara Tea Company Private
 Limited(DTCPL) in May 2011. DTCPL owns a tea manufacturing factory
 having capacity of 8 lac kgs per annum. The capacity is planned to be
 expanded to 15 lac kgs per annum by adding further machineries.
 
 Further, a new factory at Hatijan tea estate is being constructed,
 having an annual capacity of 15 lac kgs and is expected to be
 operational in August 2011.
 
 The Company''s current tea production is 103 lac kgs & is expected to
 reach 150 lac kgs in 2011-12 and 200 lac kgs in the next 2/3 years with
 few more acquisitions.
 
 
 IT-SEZ Division
 
 The construction work of ‘Dhunseri IT Park’ at Bantala is progressing
 satisfactorily. The first phase having a built up area of 3,70,000 sq.
 ft, will be delayed as compared to our earlier target of January 2012,
 due to unavoidable circumstances.
 
 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 Section 217(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
 
 Your Directors inform that the Central Government has accorded its
 approval u/s 259 of the Companies Act, 1956 to increase the total
 number of Directors of the Company from 12(Twelve) to 18 (Eighteen),
 subject to the condition that the increase in the number of Directors
 has to be effected within 19th September 2011, failing which the
 approval shall lapse.
 
 Dr. B. Sen, Mr. B. K. Biyani and Mr. B. Bajoria, 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.
 
 
 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 either repaid or
 renewed, excepting the deposits from two depositors totaling to Rs.
 14,000/- which were not claimed by the depositors, as at 31st March
 2011, and has since been paid.
 
 
 Subsidiary company
 
 1) Egyptian Indian Polyester Company S.A.E (EIPET):
 
 As informed in the last report, the EIPET’s project in Egypt is being
 set up at Ain Sokhna. The 25th January Revolution of 2011 in Egypt,
 delayed the signing of the loan agreements. This has resulted in delay
 in the project start up date. The IFC loan agreement was signed in
 May’11 and the loan agreements with the Egyptian lenders is expected to
 be signed shortly. Once the agreements are signed with the Egyptian 
 lenders, the construction will begin at the project site and the 
 same is expected to be completed by June 2013.
 
 All major clearances have been received. As at 31st March 2011, an
 amount of Rs. 7,951 Lacs has been paid as equity contribution to M/s
 Egyptian Indian Polyester Company, S.A.E.
 
 2) Dowamara Tea Company Private Ltd. (DTCPL):
 
 As informed earlier, your Company has acquired 100% shares of Dowamara
 Tea Company Private Limited (DTCPL) in May 2011.  Consequently, DTCPL
 has become a wholly-owned subsidiary of the Company.
 
 
 Subsidiary Accounts
 
 Ministry of Corporate Affairs has vide its General Circular No: 2 /2011
 dated: 8th February 2011, 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 24th May 2011, has consented for not attaching the
 annual accounts of the subsidiary, M/s Egyptian Indian Polyester
 Company S.A.E., with the accounts of the Company.
 
 Accordingly, the Audited Statements of Accounts, the reports of Board
 of Directors and Auditors of the subsidiary company have not been
 annexed. The annual accounts of the subsidiary company and the related
 detailed information shall be made available to the shareholders of the
 Company and subsidiary company seeking such information at any point of
 time.  Shareholders who wish to have a hard copy of the full reports
 and accounts of the subsidiary 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 subsidiary 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.
 
 
 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. M/s Mani &
 Co., Cost Accountants, have been appointed as Cost Auditors of the
 Company.
 
 Under the provisions of Section 233B of the Companies Act, 1956 the
 Central Government did not prescribe any cost audit in respect of
 manufacture of Poly Ethylene Terephthalate (PET) resin.
 
 
 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. 8 in the notes to accounts (Schedule
 18) which is self explanatory;
 
 (ii) That the Directors selected such accounting policies and applied
 them consistently except as specified in notes to accounts (Schedule
 18) 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 an ‘on- 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 is conscious of its social responsibilities and the
 environment in which it operates. It has continued with its welfare
 activities for development in the fields of education, culture and
 other welfare measures and to improve the general standard of living.
 The emphasis is on improvement of health, development of education,
 culture and sports.
 
 Your Directors wish to inform that Dhanuka Dhunseri Foundation Trust
 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
 
 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. The Petrochem
 Division is ISO 9001:2008, ISO 14001: 2004 and BS OHSAS 18001: 2007
 certified.
 
 Further, the implementation of SA 8000 certification in the Petrochem
 division of the Company is in process and the same is expected to be
 received by end of July 2011.
 
 
 Tea Division
 
 The Santi and Dilli tea estates of the Tea division of the Company are
 ISO 22000:2005 certified. The same will also be implemented in the
 remaining gardens having existing factories latest by September 2011.
 
 
 Awards
 
 Your Directors have the pleasure to inform you that the following
 awards have been received:
 
 Petrochem Division
 
 Award for Best EOU: The Company’s Petrochem division has received the
 award for the best EOU (Other than MSME: Plastic Products) for
 outstanding export performance for the year 2008- 09 from Export
 Promotion Council for EOUs & SEZs, Ministry of Commerce & Industry,
 Government of India.
 
 
 Tea Division
 
 Hatijan Tea Estate has surpassed the earlier record and achieved a
 yield of 3,806 kgs per hect, the highest yield in Assam and is eligible
 for the Tea Board award for the same.
 
 
 Human Resources Management & Environment, Health and Safety
 
 Health and safety of all employees has always been a matter of major
 concern and importance. Your Company continuously strives to ensure
 that our operations are safe. The Company recognises 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.
 
 There has been an unfortunate incidence of fire due to electrical short
 circuit in the raw material godown, at Haldia plant on 14th March 2011.
 However, there has been no loss of life in this incident. Raw material
 and other assets aggregating to Rs. 64.63 crs was lost in the fire. The
 stocks and other assets are adequately insured and the comprehensive
 insurance policies are in full force.  An appropriate claim has been
 lodged with M/s United India nsurance Company Ltd, for reimbursement
 which is under its consideration. The Directors are reasonably certain
 about the settlement of the claim. Meanwhile, the Company has also
 taken appropriate steps to avoid such incidents in future.
 
 
 Share Capital
 
 During the year under review, your Company allotted 2,33,13,859 equity
 shares of Rs. 10/- each fully paid up to the members of erstwhile South
 Asian Petrochem Ltd (SAPL), pursuant to the sanction of the scheme of
 arrangement, comprising interalia amalgamation of South Asian Petrochem
 Ltd with the Company. Consequently, the share capital of the Company
 has increased, to comprise of 3,50,24,754 equity shares of Rs. 10/-
 each.
 
 
 Utilisation of Proceeds from Preferential Issue
 
 Erstwhile SAPL had made an allotment of equity shares, warrants and
 FCCBs in 2007-08. Consequently, during the year 2007- 08, erstwhile
 SAPL raised Rs. 7,416.23 Lacs by preferential allotment of equity
 shares and equity share warrants and Rs. 7,864 Lacs from the issue of
 the FCCBs.
 
 The money raised out of such issue was to be utilised 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 and equity share warrants
 have been fully utilised towards equity participation/other expenses in
 the overseas project in Egypt.
 
 The net outstanding of FCCB proceeds (after meeting issue expenses) as
 reduced by redemption in 2009-10, is Rs. 2,517.96 Lacs which remains
 invested as fixed deposit with banks. The said amount will be utilised 
 towards equity participation in the overseas project in Egypt.
 
 
 Crisil Equities Grading
 
 Your Directors inform that CRISIL Equities vide its press release dated
 8th November 2010 has assigned a CRISIL IER 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 Equities has assigned a valuation grade of
 5/5, indicating that the stock has a strong upside as compared to the
 market price of Rs. 155/- (as on 21st February, 2011). CRISIL’s
 one-year fair value of the Company’s stock was Rs. 266/-.
 
 
 Employees
 
 Your Company believes that ‘people’ are the biggest strength for the
 success of any organisation. Your Directors wish to express their
 appreciation to all the employees for their valuable contributions,
 dedication and commitment, as well as their support in attaining the
 objectives of the Company.
 
 
 Acknowledgement
 
 The Directors wish to place on record their sincere appreciation for
 the whole-hearted support received from Allahabad Bank, Bank of Baroda,
 Bank of India, Canara Bank, Deutsche Bank, Development Credit Bank,
 Export-Import Bank of India, ICICI Bank Limited, IDBI Bank Limited,
 International Finance Corporation, Washington, Punjab National Bank,
 State Bank of ndia, State Bank of Travancore, Syndicate Bank, United
 Bank of ndia, 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
 
                                                      C. K. Dhanuka
                                                 Executive Chairman 
 
 Place: Kolkata 
 Date: 24th May 2011