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Dhunseri Tea & Industries Limited

Namsang Tea Estate P.110 002 REGISTRARS & SHARE TRANSFER AGENTS Maheshwari Datamatics Pvt.O. L.SANSCO SERVICES . Santi Tea Estate P. B.www. Assam. Sapekhati.Annual Reports Library Services .400 021 Hans Bhawan 1. Bahadur Shah Zafar Marg New Delhi . D. Parbatpur. Raheja Centre 214. Khetojan Tea Estate P. Nariman Point Mumbai . K. Beriwala P. L. Hatijan Tea Estate P. Hoogrijan. R. Dhanuka Managing Director VICE PRESIDENT (F & C) K. Tibrewaila VICE PRESIDENT (P & S) I. Jeypore. Agarwat C. Assam.O. 2nd Floor.reportjunction. Ltd. DHUNSERI TEA & INDUSTRIES LIMITED BOARD OF DIRECTORS S. Woodburn Park Kotkata-700 020 TEA ESTATES Dhunseri Tea Estate P.O. Mahadevan AUDITORS Lodha & Co. TEA PACKAGING DIVISION SP-534-A. Tinsukia.O. Saraf COMPANY SECRETARY R. 6. Assam. Assam. Mango Lane. Sitapura Industrial Area Jaipur.sansco. Daga B.O. Assam. K. Chartered Accountants BANKERS State Bank of India Punjab National Bank United Bank of India Bank of Baroda REGISTERED OFFICE "Dhunseri House" 4A.781 001 Assam 110. Hoogrijan.O. Bahadur Tea Estate P.O. Mazbat. Assam. Kolkata-700 001 www. Assam. Rajasthan BRANCH OFFICES Lamb Road Guwahati .O. Dilli Tea Estate P. Tinsukia. Dhanuka Chairman S. Khagorijan Tea Estate .

The Register of Members and the Share Transfer Books of the company will remain closed from Thursday. 48. . for this purpose. 2002 at 'Kala Kunj'. who retires by rotation and being eligible offers himself for re-appointment. These changes will be automatically reflected in company's records. to their Depository Participant (DP). vi) www. MAHADEVAN Company Secretary A MEMBER ENTITLED TO ATTEND AND VOTE MAY APPOINT A PROXY TO ATTEND AND VOTE ON HIS BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Shakespeare Sarani. will be payable to those shareholders whose names appear on the Register of Members of the company as on 20th September. Kolkata 700 017 at 11. nomination.during a financial year and their total estimated income from dividend and sources as provided in Section 197A(1B) of the Income Tax Act. 2002 both days inclusive. 2002 to Friday.Annual Reports Library Services . to transact the following business : 1. 2. change in name etc. In the absence of ECS facilities the company will print the bank account details.reportjunction. The dividend as recommended by the Board.00 a. No tax at source will be deducted if the dividend payable to an individual shareholder does not exceed Rs. consider and adopt the Profit & Loss Account for the year ended 31 st March. L. 20th September. Woodburn Park.www. ii) iii) iv) v) The Securities and Exchange Board of India has made it mandatory for all companies to use the bank account details furnished by the depositories for depositing dividend through Electronic Clearing Service (ECS) to investors wherever ECS and bank details are available. 2002. To receive. D.m.sansco. Registered Office : 4A. the 20th day of September. change of address. power of attorney.000/. and Central Depository Services (India) Ltd. 2002 as per details furnished by National Securities Depository Ltd. The said beneficial owners are requested to intimate all changes with respect to their bank details. 4. on the payment instrument for distribution of dividend. To elect a Director in place of Sri S.SANSCO SERVICES .net PM1< DHUNSERI TEA & INDUSTRIES LIMITED NOTICE NOTICE is hereby given that the Eighty-sixth Annual General Meeting of the Members of DHUNSERI TEA & INDUSTRIES LIMITED will be held on Friday. The dividend in respect of shares held in the electronic form will be payable to the beneficial owners of shares as on the closing hours of business on 4th September. Other members who are entitled to receive dividend amount more than Rs. To declare a dividend. 3. Koikata-700 020 24th June.can claim gross dividend without deduction of tax at source by submitting declaration in Form 15G (in duplicate) with the company on or before 5th September. during such financial year is not likely to exceed Rs. 1. the Balance Sheet as at that date and the Reports of the Directors' and Auditors' thereon. 50. 1.. 5th September. A proxy may be sent in the form enclosed and in order to be effective must reach the registered office of the company atleast 48 hours before the meeting. Beriwala. To elect a Director in place of Sri B. mandate. if available. Dhanuka. which will help the company to provide efficient and better service to the members. Sangit Kala Mandir Trust.000/-. 2002 NOTES: i) By Order of the Board R. if approved by the shareholders. 2002. 5. To appoint Auditors and to fix their remuneration.0007. who retires by rotation and being eligible offers himself for re-appointment.

Bose Road. llnd M. 2nd Floor. 1956 the amount of dividend remaining unclaimed for a period of seven years shall be transferred to Investor Education and Protection Fund..reportjunction. Pursuant to Section 205A of the Companies Act. In case. 19981999. shareholders are requested to intimate their PAN Immediately to the Company Secretary at the Registered Office of the Company. A. It is mandatory for every person receiving any payment from which tax has been deducted. he is requested to provide photocopy of acknowledgement of application for PAN. Shareholders who have not encashed the dividend warrants for the said period are requested to claim the amount from the Registrar of Companies. 1994 have been transferred to the General Revenue Account of the Central Government. ix) x) Members are requested to bring their copies of Annual Report to the meeting..SANSCO SERVICES . Members are requested to send unclaimed/unpaid dividend warrants. 1961. Bldg. C.) vii) As per sub-section (5A) of Section 139A of the Income-tax Act.1997. for the years 1995. Further.1999-2000 and 2000-2001 to the Registered Office of the company at their earliest. Kolkata-700020. www. In view of the above.sansco. 234/ DHUNSERI TEA & INDUSTRIES LIMITED NOTICE (Contd. 1996. the Company is required to mention the PAN of the person to whom such payment is made on the IDS Certificate to be issued for such deduction. for payment in lieu thereof.Annual Reports Library Services .www. viii) Shareholders seeking any information with regard to accounts are requested to write to the company atleast 10 days prior to the meeting so as to enable the management to keep the information ready. O. 1956 all unclaimed dividends upto the year ended 31 st December. J. No Claim shall lie against the company or the said Fund in respect of individual amounts which remain unclaimed and unpaid for a period of seven years from the date of payment and no payment shall be made in respect of any such claims. Under Section 205C of the Companies Act. to intimate his Permanent Account Number (PAN) to the person making such payment. Nizam Palace. any shareholder has applied for PAN but the same has not yet been .if any. S.

SANSCO SERVICES . Consequent to the public issue of M/s.sansco.000..03. in lacs) 824. ACQUISITION : The Directors are pleased to inform.. that.50.7 & 7.60 260.95.47 415. 2002 : FINANCIAL RESULTS : For the year ended 31.O.00 0.U. South Asian Petrochem MMIDHUNSERI TEA & INDUSTRIES LIMITED DIRECTORS' REPORT We have pleasure in presenting our Eighty-sixth Annual Report together with the Audited Accounts for the year ended 31st March. 10/. to their Co-promoters and The West Bengal Industrial Development Corporation Ltd.50 278.71 163. The estates being located close to your company's tea estates will facilitate better management and control over it.e.59. your company was allotted 25.49 617.23 hectares.www.69 215. Madhuting Tea Estate and Kathalguri Tea Estate. The annual production of tea from the two estates is expected to be around 7 lac kg including about 1 lac kg of orthodox variety. a world leader in polyester technology.per share for the year ended 31st March. With the allotment of equity shares by M/s. Although the sale of tea quantitatively was more in comparison with the previous year. Re.54 100. a company having two tea estates in Assam viz. which will be converted to 2. 2003. South Asian Petrochem Ltd.5 & 7.94 59.e.84 — 269. Ltd. the realisation being .73 439. 14% fully Convertible Debentures of Rs. in lacs) 374.03. resulted in reduced profitibility for the year under review. 100/.87 215.49 DIVIDEND : The Directors recommend the payment of dividend @ 10% i. a hundred percent E. The company maintained its efforts for improving the brand image of its product and also for expanding the market share.2002 Gross Profit Less : Depreciation (Net) Provision for Taxation (Net) Net Profit for the year Add: Debenture Redemption Reserve written back Add : Provision for dividend written back Add : Balance Brought Forward The Directors recommend this amount to be appropriated as under : Transfer to General Reserve Transfer to Debenture Redemption Reserve Proposed Dividend Tax on Dividend Balance Carried Forward (Rs.18 846. www. petrochemical project under technical and financial collaboration with Zimmer AG of Germany. South Asian Petrochem Ltd. This is expected to result in better realisation proceeds.each w. The company has already initiated necessary steps for improving the quality of its tea manufactured by it. The total area under tea plantation is about 437.f.00 104. The performance of the company's packaging division at Jaipur met with our expectation.61 158.14 250.000 equity shares of Rs.reportjunction.2001 (Rs. Efforts are also being made for launching some new/updated brands in the market. on 18th December. 17. the said company ceased to be a subsidiary of your company with effect from that date. PROJECT: The company's new project viz..56 — 7.63 151. 18th December.45 405. OPERATIONS : The total tea manufacturing & sales during the year under review has been 7.Annual Reports Library Services .8 million kg as against 7. your company acquired 50% ownership of Malbhog Baruah Estates Pvt.40 For the year ended 31. 2001.each. is progressing as per schedule.. 2002.26 — 69.6 million kg respectively in the previous year.75 10.

a separate section on Corporate Governance and Management Discussion and Analysts together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report. C'iartered Accountants. (iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. L. K.. it is hereby confirmed : (i) (ii) that in the preparation of the annual accounts for the financial year ended 31st March. Beriwala being away could not attend the meeting and hence has not signed this Report and accompanying Accounts. S. 2002 on a 'going concern' basis. The information on the particulars of directors seeking re-appointment as required under Clause 49 of the Listing Agreement have been given under Corporate Governance of this report. DHANUKA P.www. DAGA Kolkata. that they have selected such accounting policies and applied them consistently and made judgements 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 of the company for the year ended on that date . PARTICULARS OF EMPLOYEES : The provisions of Section 217(2A) of the Companies Act. D. Beriwala retire by rotation and being eligible offer themselves for re-appointment. 1956 read with the Companies {Particulars of Employees) Rules. PARTICULARS REGARDING ENERGY ETC. 2002. DIRECTORS : Sri S.) AUDITORS' REPORT : The notes to the accounts referred to in the Auditors' Report are self-explanatory. (iv) that they have prepared the annual accounts for the financial year ended 31st March.reportjunction. 24th June. : The particulars in respect of conservation of energy. L.) www. Lodha & Co. DHANUKA Chairman Directors Mg. L. retire and being eligible offer themselves for re-appointment.Annual Reports Library Services . AUDITORS : M/s. ACKNOWLEDGEMENT : Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and cooperation received from the Financial Institutions and Consortium of Commercial Banks and other authorities. R. Your Directors also thank all the employees of the company for their valuable service and support during the year. 2002 DHUNSERI TEA & INDUSTRIES LIMITED DIRECTORS' REPORT (Contd. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities . REPORT ON CORPORATE GOVERNANCE : As per Clause 49 of the Listing Agreement with the Stock Exchanges. Director (Note : Sri B. Dhanuka and Sri B.SANSCO SERVICES . D. 1975 is not attracted and hence no statement is being enclosed. the applicable accounting standards have been followed . AGARWAL S. DIRECTORS' RESPONSIBILITY STATEMENT : Pursuant to the requirement under Section 217(2AA) of the Companies Act. technology absorption and foreign exchange earnings and outgo are attached and form part of this . 1956 with respect to Directors' Responsibility Statement.

/ Cu. TECHNOLOGY ABSORPTION.31 9.) Total Cost (Rs.21 Rate / Unit (Rs. e.75 4.24 40.22 77.25 2.60 Units per Ltr.Annual Reports Library Services . lakhs) Average Rate (Rs. / Tonne) Furnace Oil Quantity (lakhs Ltrs. 1.73 Cost / Unit (Rs.03. / KWH) 4.31 0.2002 ended 31.32 0.17 33.37 lacs (Previous year Rs. 23. Gas Quantity (lakhs Cu. Efforts in brief made towards technology absorption.sansco.25 5. Import .26 157.90 B.39 63.92 Total Amount (Rs.50 37.39 4. Coal Quantity (Tonne) Total Cost (Rs.50 b) Own Generation i) Through Diesel Generator Units (lakhs KWH) 12.www.86 0.) 75.75 3. lakhs) 64.48 0.07 1.43 2. TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO. 4.71 2620.) 2400. Nil (Previous year Rs.43 ii) Through Gas Generator Units (lakhs KWH) 19.41 0.57 Units per cu. Pursuant to Section 217(1) (e) of the Companies Act. POWER & FUEL CONSUMPTION 1.2001 A.46 Total Cost (Rs. Imported Technology : Nil FOREIGN EXCHANGE EARNINGS AND OUTGO Earnings & Outgo of Foreign Exchange as detailed in Notes and in Schedule 18 to the Accounts were as under: Foreign Exchange Earnings : Rs.69 Cost / Unit (Rs. Nil) Foreign Exchange Outgo : Rs. 2.22 11.21 0.80 Furnace Oil (Ltr.53 6.41 Electricity (KWH) 0.33 4.) 0.03.reportjunction.88 34. of Diesel Oil 3.60 77.m) 31. lakhs) 156. / KWH) DHUNSERI TEA & INDUSTRIES LIMITED Annexure to the Directors' Report CONSERVATION OF ENERGY.) — — Coal (Kg. lakhs) Average Rate (Rs. etc. It subscribes regularly to Tea Research Association which does R & D work for Tea Industry.m of Gas 4. 1988. required modifications and innovations were done. CONSUMPTION PER UNIT OF PRODUCTION Product-Tea Tea Produced (lakh kgs.33 1555. adaptation and innovation : Indigenously developed technologies for the improvement of producion both in field and factory were adopted.25 lacs) www. reduction of cost of production and improvement in quality of product. : Higher yield.33 Gas (Cu.46 1544.SANSCO SERVICES . product improvement. 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules.g.m) 0.67 Average Rate (Rs. / KWH) 5./ Ltr. FORM A CONSERVATION OF ENERGY Current year Previous year ended 31. Benefits derived as a result of the above efforts.22 12.m) 2. ADAPTATION AND INNOVATION 1. Electricity a) Purchased Units (lakhs KWH) 32. 3..42 RESEARCH AND DEVELOPMENT (R & D) The Company has no R & D unit.

www. a non-executive chairman and an executive director as Managing Director. Beriwala Mr. B. P. 2. 9th November. 2000. Dhanuka * Non-Executive Independent Non-Executive Independent Non-Executive Independent Executive Director / Promoter Yes Yes Yes Yes 12* 11 4 _ 4 3 — 2 1 1 3 13» Includes 1 company in which Chairman and Managing Director. S. D.reportjunction. During the year under review there has been no change in the Board of Directors of the company. The number of independent directors are more than one third the total strength of the Board. R. L. b) Attendance of each Director at the Board Meetings and at the last AGM and other Directorships / Committee Memberships held During the year under review the Board met five times on the following dates : 12th June. Dhanuka as an Executive Director. 2001 . P. D. 30th January. 2001 . 10 companies in which Chairman and Director and 1 company in which Director. Agarwal Mr. C. 2001 . Mr. C. S. 2001 comprises of (four) 4 member directors. Dhanuka. Dhanuka * Managing Director 2500 2500 2500 1000 Nil For Committee Meetings Nil (in Rupees) Total Salaries & Perquisites Nil Commission Nil 2500 4500 4500 1500 518147 2000 2000 500 Nil Nil Nil Nil 518147 Nil Nil Nil Nil * Mr. The attendance and number of other directorship/committee membership of each Director is given below : Name of Director Category of Directorship No. of which three are independent non-executive directors namely. Mr. S. 2002.SANSCO SERVICES . Dhanuka was re-appointed as Managing Director of the company for a period of five years with effect from 1st January. Daga and Mr. The Company will endeavour to improve on these aspects on ongoing basis. D. S. BOARD OF DIRECTORS (Board) a) Composition of Board The Board comprises of three non-executive independent directors. K. Beriwala Mr. Agarwal . perquisites and commissions Details of remuneration paid/payable to Directors : Name of Director Sitting fees paid For Board Meetings Mr. K. Dhanuka. of other Directorships Other Committee Memberships Member Chairman Mr. ** Includes 1 company in which Vice-Chairman and 12 companies in which Director. S. 2000. L. L. C. P. C. www. Mr. Director. Beriwala alongwith the Managing Director Mr. L.sansco.2001 No No. S.Annual Reports Library Services . L. L. Managing Director is a relative of Mr. 31st July. Remuneration of Directors. Agarwal. Audit Committee The Audit Committee constituted by the Board on 31st January. COMPANY'S PHILOSOPHY The Company believes in good corporate governance and will lay emphasis on transparency. Chairman. 2002 and 6th March. salary. Dhanuka * Chairman Mr. Daga Mr. The constitution of the Audit Committee also meets with the requirements of Section 292A of the Companies Act. B. R. sitting fees. K. K. Daga Mr.09. K. Dhanuka Non-Executive Chairman / Promoter Mr. B. accountability and integrity. C. R. 1956 as introduced by the Companies (Amendment) Act. of Board Meetings attended 5 5 5 2 5 Whether attended last AGM on DHUNSERI TEA & INDUSTRIES LIMITED I Report on Corporate Governance 1.

B. L.09. Daga and Mr.www. 2002.09. 14th September.09. Beriwala is one of the senior members of the board of directors of the company. S.m. Mr.sansco. Beriwala. 00 a. K. non-receipt of declared dividend etc. The committee deals with matters relating to shareholders / investors grievances viz. The Audit Committee met thrice during the year on 12th June. 6.2 Information about Directors seeking re-appointment a) Mr. His wide knowledge and experience of the tea industry have been of great assistance to the company and his active participation at the meetings of the Board have been very useful and effective. B. Kolkata-700 017 same as above same as above Date 20. Mahadevan.m. He was appointed as a director of the company on 21 st February. Dhanuka is a well established industrialist having over four decades of industrial experience. Company Secretary is the Compliance Officer of the company.m 1999-2000 1998-1999 (15 months) 12. nonreceipt of balance sheet. Dhanuka as an Executive Director. All the members of the committee attended this meeting except Mr.1999 11.3 Particulars of Directorship of other companies and Membership of other Committees of the Directors of the company Details as per separate annexure attached. Disclosures There are no materially significant related party transactions made by the company with its Promoters. All the members of the Audit Committee attended these meetings except Mr. of which three are independent non-executive directors namely.2001. The committee met once during the year under review on 9.. R. their subsidiaries or relatives etc. All valid requests for share transfer received during the year have been acted upon by the company and no such transfer is pending. Shakespeare Sarani.e.Annual Reports Library Services . 6. 2001 . Beriwala who attended one meeting. D. 1974 and has since then.f. Beriwala along with the Managing Director . 2001 and 30th January. L. D. S. Remuneration Committee The Board may. Agarwal as Chairman. During the year 326 complaints were received from shareholders and investors.2001 Time 11. Mr.1 General Body Meetings a) The last three annual general meetings of the company were held as under:Year 2000-2001 Location Kala Kunj Sangit Kalamandir Trust 48. R. b) Mr. c) No polls are proposed to be conducted through postal ballot this year. b) No special resolution were put through postal ballot last year. His valuable opinions and suggestions and active participation at the Board and Committee meetings have been greatly beneficial to the company. He took over control of Dhunseri Tea & Industries Ltd. 1957 which post he continued to occupy till 1980.00 a. B.SANSCO SERVICES . D. He was appointed as a Director of the company w. been associated as a director of the company. if it considers expedient constitute a Remuneration Committee.2000 14.00 p. from erstwhile James Finlay & Co. 1955 and as Managing Director with effect from 1st January. P. transfer of shares. 3. in 1955. Mr. 6. D. Shareholders / Investors Grievance Committee The shareholders / Investors Grievance Committee constituted on 31st DHUNSERI TEA & INDUSTRIES LIMITED The terms of reference specified by the Board to the Audit Committee are as contained under Clause 49 of the Listing Agreement. 9th November.11. L. that may have potential conflict with the interests of the company at large. www. C. Dhanuka is the Chairman of the Board of Directors of the company. Mr.reportjunction. Directors or Management. B. All the complaints have been resolved to the satisfaction of the complainants. Thereafter he became the non-executive Chairman from 1980 onwards. 2001 comprises of four (4) member directors. S.

00 16.78 3246. Kolkata-700 017 b) Book Closure : The Register of Members and Share Transfer Register will remain closed from Thursday.60 3061. Woodburn Park. The unaudited financial results for half year ended 30th September. Management Discussions and Analysis Report This forms part of the Annual Report.91 3322.50 15. 91 33 2408995 e.77 3494. at Kalakunj. 4A.50 13.00 16.10 — — — 15.95 3013. 2002.64 3453.35 15.00 Mumbai High 19.95 2600.50 18. During the last three years. 13 of Schedule 18 to the Accounts in the Annual 14. d) Registered Office : "Dhunseri House".40 _ 15.mail : dtil@vsnl.75 BSE Sensex Low High 3605.dhunseritea.99 Low 3183.80 16. 2002 (both days inclusive) on account of annual general meeting and dividend payment. 2002 to Friday. there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any statutory authority for non-compliance of any matter related to the capital markets.reportjunction. Kolkata-700 020 Ph. 8.48 3318. 20th September. These results are also being hoisted in the company's website www. Means of Communication The unaudited financial results of the company for each quarter is placed before the Board of Directors in the last week of the succeeding month and is usually published in Business Standard (Kolkata & Mumbai).90 14. 280-1950 {six lines) Fax No.50 3337.30 16.15 3712.m.00 Kolkata Low 18.77 3442. 2001 and the report on limited review of financial results for half year ended 30th DHUNSERI TEA & INDUSTRIES LIMITED Transaction with related parties are disclosed in Note No. Mumbai and Guwahati Exchanges. 2002 at 11.00 — — — 16.70 18. No.65 17. 2001 was obtained from the Auditors of the company and filed with the Stock Exchanges. Shakespeare Sarani.50 16. Shareholders' Information a) Annual General Meeting : Friday.Annual Reports Library Services .00 __ .91 3231.07 3557. 20th September.53 e) Listing on Stock Exchanges : Kolkata.73 3459.40 16.67 3251. 5th September.www. 10.40 16.78 3244.27 3311.70 16.90 12. 2001 was considered and approved by the Board at the meeting held on 9th November.74 3690.05 12.20 14.SANSCO SERVICES .90 17. The Company has paid the listing fees for the year 2001-2002. 48.90 22.94 3131.01 3742.00 — 19.40 19.08 www.00 15. 9.00 16.12 2754. f) i) Exchange Stock Code : Kolkata—14014 Mumbai—23736 ii) Demat ISIN Number for NSDL & CDSL : INE 477B01010 g) Stock Market price data for the year 2001-2002 : Stock Exchange Year 2 J01 -2002 High April May June July August September October November December January February March 20.75 13.00 a.50 16.sansco.89 3437. c) Dividend Payment: On or after 20th September.30 14.00 15.40 — 20.