APEEJAY TEA LIMITED · APEEJAY TEA LIMITED (Formerly AFT Industries Limited) 3 There has been a...

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APEEJAY TEA LIMITED(Formerly AFT Industries Limited)

(ESTABLISHED IN 1889)

BOARD OF DIRECTORS

SHIRIN PAUL ChairpersonJIT PAULKARAN PAULGOLAM MOMENDEBAJYOTI MUKHERJEE (resigned w.e.f. 20.10.2004)OM KAULDEBANJAN MANDALDEEPAK ATAL Managing Director (appointed w.e.f. 01.10.2004)ASHOK KUMAR BHARGAVA Executive DirectorWILSON BROWNE General Manager

COMPANY SECRETARY & MANAGER (LEGAL)

PRITI SINGHANIA

AUDITORS

PRICE WATERHOUSE

BANKERS

PUNJAB NATIONAL BANKSTATE BANK OF INDIAHDFC BANKICICI BANK

REGISTRARS

MCS LIMITED77/2A, Hazra RoadGround FloorKolkata-700 029

REGISTERED OFFICE

TALAP 786 156District: TinsukiaAssam

HEAD OFFICE

APEEJAY HOUSE15, Park StreetKolkata-700 016

REGIONAL OFFICES

PRAGATI BHAWANJai Singh RoadNew Delhi-110 001

APEEJAY HOUSE3, Dinsha Vachha RoadMumbai-400 020


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Your Directors present their Twenty-Eighth Annual Report together with the Audited Accounts for the year endedMarch 31, 2005.

FINANCIAL RESULTS

2004-2005 2003-2004Rs. in Lacs Rs. in Lacs

Loss before Taxation (281.67) (1,093.82)

Less : Provision for Taxation:

Current Tax — —

Deferred Tax (net) (22.84) (20.03)

Loss after Taxation (258.83) (1,073.79)

Balance Brought Forward — 460.41

Transfer from General Reserve 258.83 613.38

PERFORMANCE

The period 2004-05 was a landmark year for the group on account of its “Quality Oriented Policy” undertakenextensively through all its properties. This move helped the Company’s image to be established as a Quality TeaProducer and this fact has been well accepted and appreciated amongst the entire trade for both Domestic andExport markets.

In line with this initiative the Company saw its realisations increase substantially from Rs. 61.33 per kg. to Rs. 75.49per kg, which has been an encouraging factor for us to continue on this quality focussed path. This has resulted inincrease of sales revenue of your Company to Rs. 8,887 lacs as against Rs. 8,695 lacs in the previous year.

The production however, saw a decline for the said period owing to a combination of quality enhancing processesand natural factors such as inclement weather including hail storms. Production declined to 116.90 lac kgs in thisfinancial year as against 131.34 lac kgs of previous year. Your Company had a net loss of Rs. 259 lacs as comparedto Rs. 1,074 lacs of previous year inspite of an increase in price realisation and stringent control on costs.

PROSPECTS

The year 2005-06 has started with improved crop prospects. There is a good demand for quality teas. Coupled withthe VAT regime which has more or less been accepted throughout the Country, we certainly are of the opinion thatCommodity trading across the Country would have uniform trading pattern in turn providing us with better businessprospects.

Modernization of factories, uprooting/replanting programmes have been stepped up as also improvement of agriculturalpractices in order to produce best quality of tea in the most cost effective manner.

SOCIAL OBLIGATION

Your Company is fully aware of responsibility towards its own employees, their dependents and the local communitywithin which the tea estates are situated and to the people of Assam in general. Tea is labour intensive industry andour driving objective has been to improve living and working condition of our large workforce and their dependentsin a phased manner.

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There has been a constant endeavour to interact with the workers on a day to day basis and promptly resolve issuesthat surface.

Your Company regularly and on a continuing basis undertakes various social welfare projects for improving thequality of life of the people residing around the tea estates through sustainable social and economic developmentprojects.

AUDITORS’ OBSERVATION

As regards the Auditors’ observation for ratification of the managerial remuneration, the approval of the shareholderswill be sought in the ensuing Annual General Meeting.

DIRECTORS

Mr. D.J. Mukherjee has resigned from Directorship with effect from October 20, 2004. He was with the Company fora decade and made significant contributions in the operations of the Company. The Board wishes to place on recordits appreciation for the services rendered by Mr. D. J. Mukherjee.

Mr. Deepak Atal has been appointed as Managing Director with effect from October 01, 2004.

Mr. S. Parthasarathy has been appointed as Additional Director with effect from June 30, 2005.

Approval of the shareholders is sought for the appointment of Mr. Deepak Atal as Managing Director,Mr. S. Parthasarathy as Director, re-appointment of the Whole Time Directors viz. Mr. A. K. Bhargava & Mr. WilsonBrowne and also the remuneration payable to them.

In terms of the provision contained in the Articles of Association, Mrs. Shirin Paul and Mr. Golam Momen retire byrotation and being eligible offer themselves for re-appointment.

CORPORATE GOVERNANCE

Your Company has been stringently complying with the provisions of Corporate Governance. A detailed report onCorporate Governance along with the Auditors’ certificate as stipulated under Clause 49 of the Listing Agreement isseparately attached together with a Management Discussion and Analysis Report.

Disclosure as per (B) of Section II of Part II of Schedule XIII of the Companies Act, 1956 : Please refer to Point 4(IV)of the Explanatory Statement of the Notice.

PERSONNEL

Your Directors record their appreciation for cooperation extended by employees at all levels. Industrial relations haveremained cordial during the year under review.

None of Employees are coming under the purview of the requirements of Section 217(2A) of the CompaniesAct, 1956.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, your directors hereby confirm that:

l In the preparation of the annual accounts for the year ended March 31, 2005, the applicable accounting standardshave been followed and there are no material departures;

l The Directors have selected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyat the end of the Financial Year ended March 31, 2005 and the Loss of the Company for that period;

l The Directors have taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities;

l The Directors have prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars of Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo in termsof Section 217(1)(e) is provided in an annexure to the report.

AUDITORS

M/s. Pricewaterhouse, Chartered Accountants, Auditors retire at the forthcoming Annual General Meeting and beingeligible offer themselves for re-appointment.

ACKNOWLEDGEMENTS

Your Directors would like to take this opportunity to convey their sincere appreciation to the Management, Employees,Bankers, Government of India and Assam for their continued support and cooperation. Your Directors are also deeplygrateful for the confidence and faith shown in them by the members of your company.

For and on behalf of the Board

Kolkata KARAN PAULJune 30, 2005 Director


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Annexure I to the Directors’ ReportInformation pursuant to Section 217 (1) (e) of the Companies Act, 1956 and forming part of the Directors’Report for the year ended March 31, 2005.I. Conservation of Energy

1. Energy conservation measures undertaken.

2. Additional Investments and proposals, if any, beingimplemented for reduction of consumption ofenergy.

3. Impact of measures at (1) and (2) above forreduction of energy consumption and consequentimpact on the cost of production of goods.

Form - A

Year ended Year endedA. Power and Fuel Consumption : 31.03.2005 31.03.2004

i) Electricity

a) PurchasedUnits 58,61,935 70,65,148Total Amount (Rs.) 4,62,47,059 4,24,33,242Rate / Unit (Rs.) 7.89 6.01

b) Own Generation Through Diesel GeneratorUnits 51,06,970 47,91,075Unit/Ltr. of Diesel Oil 2.84 2.59Cost/Unit (Rs.) 9.95 8.85

ii) Coal (Specify H.P. and R.O.M. used in Budlapara Factory)Quantity (Tonnes) 925 765Total Amount (Rs.) 25,61,248 16,38,336Average Rate (Rs.) 2,769 2,142

iii) Furnace OilQuantity (K.Ltrs.) 90,297 3,40,160Total Amount (Rs.) 16,95,502 62,00,959Average Rate (Rs.) 18,777 18,230

iv) GasQuantity (Cu.m.) 1,09,01,870 1,21,25,877Total Amount (Rs.) 2,43,02,187 2,35,64,002Average Rate (Rs.) 2.23 1.94

B. Consumption per Unit of Production

Product - Tea (Kgs.) 1,19,74,158 1,33,78,428Electricity (Unit) 0.92 0.89Furnace Oil (Ltrs.) 0.08 0.27Coal (Kgs.) 0.86 0.61Gas (Cu.m.) 2.23 1.94

Energy cost reduction programme undertaken after theenergy audit.

Optimisation of power utilisation after energy audit andinstallation of fully efficient driers.

Energy conservation measures are likely to save theenergy cost.


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II. Form for disclosures of particulars with respect to absorption:

Form - B

Research and Development (R & D):

1. Specific area in which R & D carried out bythe Company :

2. Benefits as a result of the above R & D :

3. Future plan of action :

4. Expenditure on Research and Development :

Technology Absorption, Adaptation and Innovation:

1. Efforts, in brief, made towards technology absorption, adaptation and innovation:

We are continuing to replace the existing machinery with modern machines for better output and better controlover production procedures.

2. Benefits derived as a result of above efforts, e.g. product improvement, cost reduction, product development,import substitution etc.

There has been an overall improvement in the productivity and quality of the product.

3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the FinancialYear), following information may be furnished:

(a) Technology imported: Colour Sorting Machines were imported from Japan.

(b) Year of Import : 2001-2002

(c) Has technology been fully absorbed? Yes, the machines were put to use during the year of import.

(d) If not fully absorbed, areas where this has not taken place, reasons therefor, and future plans of action - Notapplicable as the machines are in use.

III. Foreign Exchange Earnings and Outgo:

Earnings and Outgo of Foreign Exchange as detailed in Notes 19.6 and 19.8 in Schedule 17 to the Accounts wereas under :

2004-2005 2003-2004Rs. in lacs Rs. in lacs

Foreign Exchange Earnings : 1,107.83 1,507.95

Foreign Exchange Outgo : 145.09 67.52

Net Earnings/(Outgo) : 962.74 1,440.43

For and on behalf of the Board

Kolkata KARAN PAULJune 30, 2005 Director

The Company is a member of Tea ResearchAssociation, and has contributed Rs. 15.72 Lacsas subscription during the year. The thrust of theCompany remains on improvement of productivityand quality by efficient operation and automationof process.


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Annexure II to the Directors’ Report

REPORT ON CORPORATE GOVERNANCE

1. Company’s philosophy on Corporate Governance

Apeejay Tea Group wants to be the leading tea producing company in the world in terms of quality, productivityand cost by delivering outstanding value to our customers through excellence in Corporate Governance. Webelieve that we must continuously strive for excellence through hard work in an enabling environment of integrity,discipline and commitment thus ensuring success for all our people and stakeholders. We are committed to settingthe highest standards in the industry by being the “Best Practice” benchmark and adherence to strict codes ofprofessionalism and integrity therein increasing stakeholder value by operating in an environmentally and sociallyresponsible manner.

2. Board of Directors-Composition

The Composition of the Board of Directors of the Company during the year ended 31.03.2005 is given below:

Name Category Attendance at Directorships Committeein other Positions in other

Companies Companies As

Board Meetings Last AGM* Chairman Member

Mrs. Shirin Paul C(NED) 2 No 2 — —

Mr. Jit Paul NED 5 No 3 — —

Mr. Karan Paul NED 5 No 4 1 —

Mr. G. Momen NEID 5 No 13 2 10

Mr. D. J. Mukherjee NEID 1 Yes — — —

Mr. D. Mandal NEID 5 No — — —

Mr. Om Kaul NEID 4 No — — —

Mr. A. K. Bhargava ED 5 Yes 1 — —

Mr. Deepak Atal MD 2 N/A 1 — —

Mr. Wilson Browne WTD — Yes 1 — —

*Held on September 07, 2004

Notes:

I. Mr. D.J. Mukherjee, resigned from the office of Director with effect from October 20, 2004.

II. Mr. Deepak Atal was appointed as an Additional Director and was designated Managing Director with effectfrom October 01, 2004.

III. Mr. Wilson Browne was appointed on the Board of Directors as an Additional Director with effect from January19, 2004, and was subsequently appointed as a Director at the AGM held on September 07, 2004.

IV. Directorships exclude Private Limited Companies, Foreign Companies and Companies under Section 25of the Companies Act, 1956.

V. Committee positions in other Companies relate to Chairmanships/ Memberships of Audit and Shareholders’Grievance Committees only.

VI. During the year, 5 Board Meetings were held on 11.06.2004, 29.07.2004, 06.08.2004, 15.10.2004 &31.01.2005.

VII. C: Chairperson, NED: Non-Executive Director, NEID: Non-Executive Independent Director, ED: ExecutiveDirector, WTD: Whole-Time Director, MD: Managing Director.


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3. Audit Committee

a) During the year, the Audit Committee comprised of four Non-Executive Directors, of whom three areindependent and are all persons of high standing in the Industry having considerable financial experienceand expertise. The Chairman of the Committee, Mr. D. J. Mukherjee (resigned with effect from 20.10.2004)attended the last Annual General Meeting.

b) The terms of reference of this Committee are wide enough covering the matters specified for Audit Committeeunder the Clause 49 of the Listing Agreement with the Stock Exchanges and the provision of Section 292Aof the Companies Act, 1956.

c) The Audit Committee met four times during the year i.e. on 11.06.2004, 29.07.2004, 15.10.2004 and31.01.2005 respectively. The composition and attendance of the members at the Audit Committee Meetingsare as follows:

Name Position Held No. of Audit Committee Meetings

Held Attended

Mr. D. J. Mukherjee Chairman 4 1

Mr. Karan Paul Member 4 4

Mr. G. Momen Member 4 4

Mr. D. Mandal Member 4 4

d) The Company Secretary acts as the Secretary to the Committee. Statutory Auditors are permanent inviteesalong-with the Executive Director and Head of Finance who are also invited to join the meeting. Therepresentative of Internal Auditors also attend the meetings.

e) The Audit Committee had reviewed the Unaudited quarterly results during the year under review and theAnnual Accounts for the year ended 31.03.2005 before recommendation of the same to the Board for theirapproval and adoption.

4. Remuneration Committee (a non mandatory requirement)

The Remuneration Committee comprises of four non-executive directors viz. Mr. G. Momen, Mr. Om Kaul,Mr. D. Mandal and Mr. Karan Paul. During the year the Committee met three times i.e. on 11.06.2004, 29.07.2004and 15.10.2004 to decide matters pertaining to remuneration.

1. Remuneration Policy:

Remuneration payable to Executive and Non-Executive Directors are decided by the Committee within thestatutory framework and approved by the Board and the Shareholders.

2. Remuneration paid to Directors during the financial year 2004-2005:

(Figures in Rs.)

Names of the Whole Salary & Contribution Perquisites TotalTime Directors Allowances to funds

Mr. Deepak Atal 10,82,248 55,440 2,73,812 14,11,500

Mr. A. K. Bhargava 8,28,334 1,79,520 5,36,181 15,44,035

Mr. Wilson Browne 3,98,000 89,760 1,69,278 6,57,038


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The sitting fees for attending the meeting of the Board and the Audit Committee were paid to theNon-Executive Directors as per the Articles of Association as amended.

Non-Executive Directors Board Fees (Rs.) Committee Fees (Rs.) Total (Rs.)

Audit Remuneration

Mrs. Shirin Paul 5000 — — 5000

Mr. Jit Paul 12500 — — 12500

Mr. Karan Paul 12500 10000 3300 25800

Mr. G. Momen 12500 10000 3300 25800

Mr. D. J. Mukherjee 2500 2500 — 5000

Mr. D. Mandal 12500 10000 3300 25800

Mr. Om Kaul 10000 — 2200 12200

There are no stock option plans of the Company.

5. Shareholders Grievance cum Transfer Committee

a) The Shareholders Grievance cum Transfer Committee consists of two Non-Executive Directors and oneExecutive Director, i.e. with Mr. Jit Paul as Chairman and Mr. Karan Paul and Mr. A.K Bhargava as members.

There were 13 meetings of the said Committee held during the year 2004-05. The Shareholders GrievanceCum Transfer Committee deals with and has powers to look into all matters related to shareholders, theirgrievances, transfers, transmissions, duplicate issues, sub-division, consolidation, etc.

Ms. Priti Singhania, Company Secretary & Manager (Legal), is the Compliance officer of the Company.

b) The status of investors’ complaints received during the year 2004-05:

No. of Complaints received during the year : 28

No. of complaints pending as on 31.03.2005 : Nil

No. of pending transfers as on 31.03.2005 : Nil

6. General Body Meetings

Location and time of the last three AGMs are as under:

Year Date Location Time No. of SpecialResolutions approved

at the AGM

2001-2002 02.08.02 Registered Office at : 10.00 AM 2Talap-786156,Tinsukia, Assam.

2002-2003 21.08.03 Do 10.00 AM 1

2003-2004 07.09.04 Do 10.00 AM 2

7. Disclosures

A) The details of related party transactions during the year have been set out under Note 18 of Schedule 17to the Accounts. However, these are not having any potential conflict with the interest of the Company atlarge.

B) No penalties and strictures have been imposed on the Company by any regulatory authority fornon-compliance of any laws on any matter related to capital markets, during the last three years.


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8. Means of Communication

a) No Quarterly/Half yearly results are sent to each shareholder as the same is published in the newspapersi.e. one national daily namely “Business Standard” and one regional daily namely “Asomiya Khobar”(Assamese).

b) The Company’s website is www.apeejaygroup.com

c) No presentations were made to Institutional Investors, however some are made to Credit Rating Agenciesfor Commercial Paper programmes of the Company.

d) Management Discussion and Analysis Report forms a part of the Directors’ Report.

9. Shareholder Information

i) Annual General Meeting:

Date: August 30, 2005 Time: 3.00 P.M. Venue: Regd. Office at Talap, Assam.

ii) Financial calendar (Tentative):

Publication of Results would be as follows:

Period Approval by the Board of Directors

Unaudited results for 1st quarter ending June, 2005subjected to limited review. Within end of July, 2005

Unaudited results for 2nd quarter and half year endingSeptember, 2005 subjected to limited review. Within end of October, 2005

Unaudited results for 3rd quarter endingDecember, 2005 subjected to limited review. Within end of January, 2006

Final audited annual results Within end of June, 2006

iii) Book closure period:

August 23, 2005 to August 30, 2005, both days inclusive.

iv) Listing on Stock Exchanges:

Stock Exchanges Stock Code

1 The Gauhati Stock Exchange Limited,Saraf Building Annexe, A.T. Road, Guwahati – 781 001 GSE/L/607

2 The Stock Exchange, MumbaiPhiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001 508134

3 The Calcutta Stock Exchange Association Limited7, Lyons Range, Kolkata – 700 001 11043

Please note that for Stock Exchanges-Kolkata and Gauhati De-listing application has been made and thesame is being processed at concerned Exchanges. However, the Listing fees for all the aforesaid exchangeshave been paid upto March 31, 2006 as prescribed.

ISIN Allotted both by National Securities Depository Ltd. & Central Depository Services (India) Ltd. is INE417A01018.

v) Stock Price Data for the year 2004-2005:

Month The Stock Exchange Mumbai

High (Rs.) Low (Rs.)

April 2004 76.85 56.85May 2004 85.25 56.60June 2004 68.45 55.75July 2004 78.95 58.20August 2004 86.00 67.55September 2004 114.00 77.50October 2004 110.00 89.10November 2004 114.00 92.00December 2004 112.00 95.25January 2005 122.95 82.00February 2005 114.40 80.50March 2005 113.25 77.00

vi) Stock Performance:

Share Price Movement compared with BSE Sensex

BSE

Company’s Share Price on April 1, 2004 61.75

on March 31, 2005 92.70

Change +50.12%

BSE SENSEX as on April 1, 2004 5740.85

on March 31, 2005 6492.82

Change +13.09%

vii) Registrar and Share Transfer Agent: MCS Limited(For both physical & dematerialised Securities) Unit: Apeejay Tea Limited

77/2A Hazra Road, Ground Floor, Kolkata-700 029Phone: 2476-7350 to 54, Fax: 2454-1961, 2454-7674e-mail: [email protected]


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Apr, 04 May, 04 Jun, 04 Jul, 04 Aug, 04 Sep, 04 Oct, 04 Nov, 04 Dec, 04 Jan, 05 Feb, 05 Mar, 050

20

40

60

80

100

120

140

Share Price Movement

LowHigh


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viii) Share Transfer System:

Shares in physical form, for transfer, should be lodged at the office of the Company’s Registrar and ShareTransfer Agent viz. MCS Limited, Kolkata or at the Registered Office or Kolkata Corporate Office of theCompany. The transfers are processed, if technically found to be correct and complete in all respects andare approved by the Shareholders Grievance Cum Transfer Committee. As per the Directives issued by SEBI,it is compulsory to trade in Company’s equity shares in dematerialized form.

ix) A) Distribution of Shareholding pattern as on March 31, 2005:

Group of Shares No. of the % No. of the % of theShareholders Equity Shares Shareholding

0 — 500 6130 94.85 692714 11.55

501 — 1000 170 2.63 135712 2.26

1001 — 2000 74 1.15 116024 1.93

2001 — 3000 32 0.50 80205 1.34

3001 — 4000 22 3.34 82152 1.37

4001 — 5000 9 0.14 40630 0.68

5001 — 10000 14 0.21 96951 1.61

10001 & above 12 0.18 4755612 79.26

B) Shareholding Pattern as on March 31, 2005:

Category No of Shares held Percentage ofShareholdings

A Promoters Holding1. Promoters

—Indian Promoter 16450 0.27

—Foreign Promoters 4440000 74.00

2. Persons acting in concert — —

Sub Total 4456450 74.27

B Non-Promoters Holding

3. Institutional Investors

(a) Mutual Funds and UTI 800 0.02

(b) Banks, Financial InstitutionsInsurance Companies (Central/State Govt. Institutions/Non-Government Institutions) 27685 0.46

(c) FIIS NIL NIL

Sub Total 28485 0.48

4. Others

(a) Private Corporate Bodies 219251 3.66

(b) Indian Public 1291820 21.53

(c) NRIs/OCB 3694 0.06

(d) Any other

— Directors other than Promoters 100 0.00

— Trust 200 0.00

Sub Total 1515065 25.25

Grand Total 6000000 100.00


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x) Dematerialization of Shares & liquidity:

MCS Limited are the interface registrars for electronic part of the processing relating to dematerializationof shares. On receipt of the demat request both physically and electronically and after verification, the sharesare dematerialized and an electronic credit of shares is given in the account of the shareholders. As onMarch 31, 2005, 20.78% of the total number of shares stood dematerialized.

xi) Outstanding GDR/ADR/ Warrants or any convertible instruments:

Not applicable.

xii) Plant Locations:

The Company owns 9 Tea Gardens, 8 of which have processing factories, particulars of which are given atthe end of the Annual Report.

xiii) Address for Correspondence:

Registrar & Share Transfer Agents – Given against 9 (vii)

Corporate Office: APEEJAY HOUSE15, Park Street, Kolkata-700 016Phone: 2229-5455 to 58 Fax-2217-2050E-mail: [email protected]

xiv) Auditors Certificate on Corporate Governance:

As required under Clause 49 of the Listing Agreement, the Auditors Certificate on Compliance of the CorporateGovernance norms is attached.

xv) Insider Trading Regulations:

After the Securities and Exchange Board of India had amended the Insider Trading Regulation inFebruary 2002, the Company has brought out the AFT Code of Insider Trading and Code of CorporateDisclosure Practices which your company has adopted. The Company Secretary, Ms. Priti Singhania is theCompliance Officer for these regulations.


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INDUSTRY STRUCTURE AND DEVELOPMENTS

Industry is struggling to get over one of the worst phases witnessed in its history. Lower crop prospects during theseason translated into higher price realisations across all sections upto September 2004. Quality of teas also sawan improvement for this period. No adverse impact of TMCO (Tea Marketing Control Order) regulations coming intoforce was felt. This would in the long run help in rectifying Industry wise demand and supply imblance factors. PostOctober 2004, the tea market saw a substantial decline in prices affecting profitability.

OPPORTUNITIES, THREATS, RISKS AND CONCERNS

Industry has successfully absorbed changes envisaged through VAT (Value Added Tax) implementation. This wouldcertainly lead to lot of clarity across the markets. Better systems would be ultimately more beneficial for the trade inthe long run. Improved monitoring of Industry output along with due segmentation would lead to greater focus onareas of profitability. Healthy domestic consumption factors to be taken into account more prudently while decidingon product planning and diversification.

Some hurdles in the form of E-auctions which will be implemented and the systems simultaneous acceptance amongstthe buying fraternity are to be closely monitored. Productivity linked factors involving labour and other productionoverheads would continue to require our utmost attention for better financial control.

SEGMENT-WISE PERFORMANCE

Your Company is presently operating in two geographic segments viz. Domestic and Export markets. Approximately87% of the Company’s turnover is contributed by the Domestic market segment and balance by Exports.

OUTLOOK

Company’s sustained efforts in upgrading the quality of its product paid rich dividends amongst its customer base.This pattern was significantly acknowledged by a large cross-section of the industry resulting in a much more buoyantatmosphere. We intend to build further on this aspect and strive to create a rich business association with all concerned.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Messrs. Lodha & Co., Chartered Accountants, Internal Auditors of the Company conduct regular internal audit andcheck the various internal control measures implemented by the Company on a regular basis during their visits tothe various gardens and factories and submit regular reports to the management. The Audit Committee of the Boardalso provides guidance on various matters of internal control and audit.

FINANCIAL AND OPERATING PERFORMANCE

The profit margins of the Company have been under severe stress due to poor yields and consequently higher costs.Stringent cost control, monitoring of the working capital cycle, etc. and measures to increase production have beenadopted by the Company. Notwithstanding the above your Company has continued its endeavor to produce highestquality of teas during the year under review.

The Company incurred a loss before tax of Rs. 2.82 crores as against a loss of Rs. 10.94 crores in the previous year.

INDUSTRIAL RELATIONS AND HUMAN RESOURCE DEVELOPMENT

During the Financial year 2004-05, the Industrial Relations and Human Resource Management have been excellent.The encouraging relations have been achieved due to high degree of involvement and dedication of employees at

Management Discussion and Analysis Report


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all levels. The philosophy of the company was to value its human capital in the form of assets and in view of thatseveral initiatives have been taken during the year to promote and develop the skills and competencies of theemployees.

The focus during the year has been on communication as well as training and development. We started the year2005 with the launch of Apeejay Tea Speaks, an in house news magazine for employees of Apeejay Tea Limited,which was well appreciated by the employees and their family members. This provides a unique platform to employeesas well as their family members to contribute articles as well as interact with the organization at large.

To promote team building and effectiveness, training programme on effective learning was conducted which had apositive response. In addition, training programme on computer skills and MS office helped employees to achievehigher levels of computer proficiency.

Our endeavour is to promote the right set of behaviours and build a positive culture of teamwork, result orientation,enthusiasm and creativity, cost orientation and openness to change.

Going forward with Financial Year 2005-06 we propose to help employees reach higher levels of expertise and inturn help them to reach their true potential. Employee motivation and encouragement is of paramount importanceand in view of the same ‘Employee of the Period Scheme’ has been relaunched with vigour in a modified format. Allthe seventeen gardens, R.O at Talup and H.O at Kolkata are covered under this new scheme. Employees are adjudgedand nominated for this scheme based on their extraordinary performance and receive cash award along with acertificate as a testimonial of their contribution to the Company. In the near future, the Company proposes to launchnew initiatives in the form of slogan contest, developing process excellence champions and train the trainer programwith an objective of continuous improvement and a culture of process excellence.

CAUTIONARY STATEMENT

Any statement made in the Management Discussion and Analysis Report relating to Company’s objectives, projections,outlook, expectations, estimates etc. may constitute “forward looking statements” within the meaning of applicablelaws and regulations. Actual results may differ from such expectations, projections etc. whether expressed or implied.Several factors could make a significant difference to the Company’s operations which include climatic conditions,economic conditions affecting demand/supply, Government regulations, tax laws, other statutes and such otherincidental factors.


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AUDITORS’ CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATEGOVERNANCE AS STIPULATED IN CLAUSE 49 OF THE LISTING AGREEMENT

To the Members ofApeejay Tea Limited (Formerly AFT Industries Limited)

We have reviewed the compliance of conditions of Corporate Governance by Apeejay Tea Limited (formerly AFTIndustries Limited) for the year ended 31st March, 2005, as stipulated in Clause 49 of the Listing Agreement of thesaid Company with Stock Exchanges, with the relevant records and documents maintained by the Company andfurnished to us.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

As at 31st March 2005, no investor grievance is pending for a period exceeding one month against the Companyas per the records maintained by the Company.

On the basis of our review and according to the information and explanations given to us, the conditions of CorporateGovernance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges have been complied within all material respect by the Company.

(S.K.DEB)Partner

Membership No. 13390

For and on behalf ofPRICE WATERHOUSEChartered Accountants

Plot No. Y-14, Block-EP, Sector-VKolkata Salt Lake Electronic Complex30th June, 2005 Bidhan Nagar, Kolkata – 700 091


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To the Members of APEEJAY TEA LIMITED(Formerly AFT INDUSTRIES LIMITED)

1. We have audited the attached Balance Sheet of Apeejay Tea Limited (Formerly AFT Industries Limited), asat 31st March, 2005 and the related Profit and Loss Account and Cash Flow Statement for the year ended onthat date annexed thereto, which we have signed under reference to this report. These financial statementsare the responsibility of the Company’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements. An audit also includes assessing the accounting principles usedand significant estimates made by management, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’sReport), (Amendment) Order, 2004 issued by the Central Government of India in terms of sub-section (4A) ofSection 227 of “The Companies Act, 1956,” of India (the ‘Act’) and on the basis of such checks of the booksand records of the Company as we considered appropriate and according to the information and explanationsgiven to us, we further report that :

3.1 (a) The Company is maintaining proper records showing full particulars including quantitative details andsituation of its Fixed Assets.

(b) The Fixed Assets of the Company have been physically verified by the management during the year andno material discrepancies between the book records and the physical inventory have been noticed. In ouropinion the frequency of verification is reasonable.

(c) In our opinion and according to the information and explanations given to us, a substantial part of fixedassets has not been disposed off by the Company, during the year.

3.2 (a) The inventory of the Company i.e. stock of stores, raw materials (Green Leaf) and finished goods lying atall locations, other than the finished goods with the agents (book value Rs. 725 thousands), have beenphysically verified by the management during the year. In our opinion, the frequency of verification isreasonable.

(b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonableand adequate in relation to the size of the company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining properrecords of inventory and the discrepancies between the physical inventory and the book records noticedon physical verification as mentioned in paragraph 3.2(a) above are not material.

3.3 (a) The Company has not granted any secured or unsecured loans during the year, to companies, firms orother parties covered in the register maintained under Section 301 of the Act, other than unsecured loans,to two companies covered in the register maintained under Section 301 of the Act, during the year, maximumamount at any time during the year being Rs. 599,790 thousands and year-end balance being Rs. 253,690thousands in aggregate.

(b) In our opinion, the rate of interest and other terms and conditions of the aforesaid unsecured loans givenby the Company are not prima facie prejudicial to the interest of the company.

(c) In respect of aforesaid loans, which are repayable on demand, the companies have repaid the principalamounts as demanded and have been regular in payment of interest.

(d) With regard to the aforesaid loans, there was no overdue amount over Rs. One Lakh, at the year end.

(e) The Company has not taken any loans secured or unsecured from companies, firms or other parties coveredin the register maintained under Section 301 of the Act.

Auditors’ Report


18

3.4 In our opinion and according to the information and explanations given to us, there is an adequate internalcontrol system commensurate with the size of the Company and the nature of its business for the purchaseof inventory and fixed assets and for the sale of goods and services. Further, on the basis of our examinationof the books and records of the Company, and according to the information and explanations given to us, wehave neither come across nor have we been informed of any continuing failure to correct major weaknessesin the aforesaid internal control system.

3.5 (a) In our opinion and according to the information and explanations given to us, the particulars of contractsor arrangement referred to in Section 301 of the Act have been entered in the register required to bemaintained under that Section.

(b) In our opinion and according to the information and explanations given to us, the transactions made inpursuance of such contracts and arrangements and exceeding the value of Rupees Five Lakhs in respectof any party during the year have been made at prices which are reasonable having regard to prevailingmarket prices at the relevant time.

3.6 The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AAof the Act and the rules framed thereunder.

3.7 In our opinion, the Company has an internal audit system commensurate with its size and nature of its business.

3.8 On the basis of the records produced and as explained to us the cost records and accounts prescribed by theCentral Government of India under clause (d) of sub-section(1) of Section 209 of the Act are currently in theprocess of compilation in the specified format. We have not, however, made a detailed examination of therecords with a view to determine whether they are accurate or complete.

3.9 (a) According to the information and explanations given to us and the records of the Company examined byus, in our opinion, during the year, the Company has been regular in depositing the undisputed statutorydues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance,Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other materialstatutory dues (other than Entry Tax where deposits are generally regular), as applicable, with the appropriateauthorities except dues in respect of Assam Agricultural Income Tax. The extent of the arrears statutorydues outstanding as at 31st March 2005 for a period of more than six months from the date they becamepayable, in respect of Assam Agricultural Income Tax amount aggregating Rs. 954 thousands.

(b) According to the information and explanations given to us and the records of the Company examined byus, as at 31 March, 2005 there are no dues in respect of Wealth Tax, Service Tax, Customs Duty, ExciseDuty, Cess and other material statutory dues which have not been deposited on account of dispute otherthan certain Tax on proposed dividend (read with Note 14 on Schedule 17) and Sales Tax dues, in respectof which amounts involved and forums at which dispute is pending are as follows :

Name of the Statute Amount Rupees Forum where dispute is pendingin Thousands

Income Tax Act, 1961 643 Income Tax Appellate Tribunal, Kolkata

5,962 Commissioner of Income Tax (Appeals), Kolkata

West Bengal Sales Tax 421 Appellate and Revisional Board, KolkataAct, 1994

766 Assistant Commissioner (Appeals), Kolkata

Central Sales Tax Act, 1956 26 Deputy Commissioner of Taxes (Appeals)Tinsukia, Assam

3.10 The Company’s year-end losses are less than fifty percent of its net worth. The Company has not incurred cashloss during the financial year ended 31st March, 2005 though there was a cash loss in the immediately precedingfinancial year.

3.11 According to the records of the Company examined by us and the information and explanation given to us, ithas not defaulted during the year in repayment of its dues to any financial institution or bank during the year.The Company has not issued any debenture.


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3.12 The Company has not granted any loans and advances on the basis of security by way of pledge of shares,debentures and other securities.

3.13 In our opinion, considering the nature of activities carried on by the Company during the year, the provisionsof any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to it.

3.14 In our opinion and according to the information and explanations given to us, the Company is not a dealer ortrader in shares, securities, debentures and other investments.

3.15 In our opinion and according to the information and explanations given to us the company has not given anyguarantees for loans taken by others from banks or financial institutions during the year.

3.16 In our opinion and according to the information and explanations given to us, on an overall basis, the term loanshave been applied for the purposes for which they were obtained.

3.17 On the basis of an overall examination of the balance sheet of the Company, in our opinion and according tothe information and explanations given to us, there are no funds raised on short term basis which have beenused for long term investment.

3.18 The Company has not made any preferential allotment of shares to parties and companies covered in theregister maintained under Section 301 of the Act, during the year.

3.19 The Company has not issued any debentures and accordingly the question of creation of securities or chargethere against does not arise.

3.20 The Company has not raised any money by public issue during the year.3.21 During the course of our examination of the books and records of the Company, carried out in accordance with

the generally accepted auditing practices in India, and according to the information and explanations given tous, we have neither come across any instance of fraud on or by the Company, noticed or reported during theyear, nor have we been informed of such case by the management.

4. Further to our comments in paragraph 3 above, we report that:4.1 We have obtained all the information and explanations, which to the best of our knowledge and belief were

necessary for the purposes of our audit;4.2 In our opinion, proper books of account as required by law have been kept by the company so far as appears

from our examination of those books;4.3 The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement

with the books of account;4.4 In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report

comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;4.5 On the basis of written representations received from the directors, and taken on record by the Board of

Directors, none of the directors is disqualified as on 31st March, 2005 from being appointed as a director interms of clause (g) of sub-section (1) of Section 274 of the Act;

4.6 In our opinion and to the best of our information and according to the explanations given to us, the said financialstatements together with the notes thereon and attached thereto give, subject to Note 19.4(i) on Schedule 17regarding non ascertainment of value of green leaf consumed, in the prescribed manner the information requiredby the Act and also give, subject to Note 8(b) on Schedule 17 regarding the managerial remuneration ofRs. 1,523 thousands pending shareholders’ approval, a true and fair view in conformity with the accountingprinciples generally accepted in India:(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2005;(ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

S. K. DEBPartner

Membership No. 13390

For and on behalf of

Kolkata PRICE WATERHOUSE30th June, 2005 Chartered Accountants


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(Rs. in thousand)Schedule March 31, 2005 March 31, 2004

No.

SOURCES OF FUNDSShareholders’ Funds

Capital 1 60,000 60,000Reserves and Surplus 2 18,27,680 19,44,144

18,87,680 20,04,144

Loan FundsSecured Loans 3 1,21,854 1,17,751Unsecured Loans 4 2,29,691 2,25,712

3,51,545 3,43,463

Deferred Taxation Liability - net (Note 10 on Schedule 17) 18,508 20,792

TOTAL 22,57,733 23,68,399

APPLICATION OF FUNDSFixed Assets 5

Gross Block 25,63,175 25,35,441Less: Depreciation 10,52,216 9,35,346

Net Block 15,10,959 16,00,095Capital Work-in-Progress 9,967 6,004

15,20,926 16,06,099

Investments 6 25,830 32,048

Current Assets, Loans and AdvancesInventories 7 99,447 63,227Sundry Debtors 8 9,386 4,704Cash and Bank Balances 9 9,630 6,047Loans and Advances 10 8,00,612 8,81,185

9,19,075 9,55,163

Less: Current Liabilities and ProvisionsLiabilities 11 1,53,744 1,57,416Provisions 12 54,354 67,495

2,08,098 2,24,911

Net Current Assets 7,10,977 7, 30,252

TOTAL 22,57,733 23,68,399

Notes on Accounts 17

This is the Balance Sheet Schedules referred to above formreferred to in our report of even date part of the Balance Sheet

S. K. DEBPartner

Membership No. 13390For and on behalf of KARAN PAUL

Kolkata PRICE WATERHOUSE P. SINGHANIA DEEPAK ATALJune 30, 2005 Chartered Accountants Secretary Directors

Balance Sheet as at March 31, 2005


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(Rs. in thousand)Schedule Year ended Year ended

No. 31.03.2005 31.03.2004

INCOME

Sales (Including Claims) 8,88,666 8,69,482

Less : Excise Duty (Net) 15,456 9,135

Net Sales 8,73,210 8,60,347

Other Income 13 75,391 1,00,407

Increase/(Decrease) in Stock 14 27,249 (30,016)

9,75,850 9,30,738

EXPENDITURE

Expenses 15 9,43,946 9,72,592

Interest 16 27,253 33,637

Depreciation 92,943 93,750

Less : Depreciation on amount added on Revaluation 60,125 59,859

(Note 6 on Schedule 17) 32,818 33,891

10,04,017 10,40,120

Profit/(Loss) before Taxation (28,167) (1,09,382)

Provision for Taxation (Note 10 on Schedule 17)

— Current Tax — —

— Deferred Tax - (Charge) / Credit 2,284 2,003

Profit/(Loss) after Taxation (25,883) (1,07,379)

Balance brought forward — 46,041

(25,883) (61,338)

Transfer from General Reserve 25,883 61,338

— —

Earnings per share Basic and Diluted (Rs.) (4.31) (17.90)(Note 15 on Schedule 17)

Notes on Accounts 17

This is the Profit and Loss Account Schedules referred to above formreferred to in our report of even date part of the Profit and Loss Account

S. K. DEBPartner



Profit and Loss Account for the year ended March 31, 2005


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(Rs. in thousand)

SCHEDULE 1 March 31, 2005 March 31, 2004SHARE CAPITAL

Authorised1,50,00,000 Equity Shares of Rs. 10 each 1,50,000 1,50,000

Issued and Subscribed60,00,000 Equity Shares of Rs. 10 each fully paid 60,000 60,000

Of the above :a) 22,20,000 fully paid Equity Shares are held by the

Holding Company, Assam Frontier Tea Holdings Limited, U.K.,which were issued for consideration other than cash

b) 30,00,000 fully paid Bonus Shares were issued bycapitalisation of General Reserve

SCHEDULE 2RESERVES AND SURPLUS

Capital ReserveBalance as per last account 4,990 4,990

Pre Merger ReserveBalance as per last account 1,273 1,273

Revaluation ReserveBalance as per last Account 12,72,669 13,32,528Less : Impairment Loss (Note 11 on Schedule 17) 30,253 —Less : Withdrawal on account of depreciation on Revalued Assets 60,125 59,859

11,82,291 12,72,669Export Profit Reserve

Balance as per last account 9,000 9,000General Reserve

Balance as per last account 6,56,212 7,17,550Less : Impairment Loss (Note 11 on Schedule 17) 203 —Less : Loss during the year 25,883 61,338

6,30,126 6,56,21218,27,680 19,44,144

SCHEDULE 3SECURED LOANS

Cash Credit from Bank 31,854 17,751(Secured by hypothecation of crop, book debts and movable/immovable properties and also the title deeds to the Company’sthree tea estates are held by the Bank by way of equitable mortgageand rank paripassu at the point of security)Term Loan from Banks 90,000 1,00,000(Secured by hypothecation of all movable fixed assets on second charge basis)

1,21,854 1,17,751

SCHEDULE 4UNSECURED LOANS

Term Loan from Banks 10,936 2,420Term Loan (foreign currency) from Holding Company 2,18,750 2,17,750Temporary Overdraft 5 5,542

2,29,691 2,25,712

Schedules to the Balance Sheet and Profit and Loss Account

SCHEDULE 5

FIXED ASSETS (Rs. in thousand)

GROSS BLOCK AT COST OR VALUATION DEPRECIATION / IMPAIRMENT NET BLOCK

As at Additions Deductions/ As at As at Impairment Depreciation On items As at As atDESCRIPTION March 31 during impairment March 31 March 31 Loss for the disposed March 31 March 31

2004 the year during 2005 2004 (Note 11 on year off/adjusted 2005 2005the year Schedule 17) during

the year

Plantations 11,60,013 90 — 11,60,103 — 18,774 — — 18,774 11,41,329

Building 6,76,238 2,123 — 6,78,361 4,02,792 8,339 38,843 — 4,49,974 2,28,387

Plant and Machinery 6,09,159 24,448 5,000 6,28,607 4,55,269 3,140 44,655 4,852 4,98,212 1,30,395

Furniture and Fixture 13,383 575 — 13,958 8,337 46 1,013 — 9,396 4,562

Vehicle 76,648 7,716 2,218 82,146 68,948 157 8,432 1,677 75,860 6,286

Total 25,35,441 34,952 7,218 25,63,175 9,35,346 30,456 92,943 6,529 10,52,216 15,10,959

Previous Year 25,22,205 19,784 6,548 25,35,441 8,42,541 — 93,750 945 9,35,346 16,00,095

Notes :

1. Gross Block under Building is net of housing subsidy.

2. Gross Block under Plant & Machinery includes Rs. 1,365 being payment to Gas Grid Extension of Gas Pipe Lines at Company’s Kharjan Tea Estate.

3. The original Cost as at March 31, 2005 of Vehicles includes Rs. 3,128 (2004 : Rs. 5,499) acquired under Auto Financing Scheme of a Bank of which Rs. 1,769 (2004 : Rs. 2,420) were outstanding as at March 31, 2005.


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(Rs. in thousand)

March 31, 2005 March 31, 2004

SCHEDULE 6

INVESTMENTS (LONG TERM) — AT COST

Other than Trade — Quoted

75,432 16% Partly Non Convertible Debentures ofRs. 135 each, fully paid up in DCM Limited(Note 13 on Schedule 17)* 10,203 10,203

48,432 (2004 - 74,432) Equity Shares of Rs. 10 eachfully paid up in DCM Limited 2,184 3,402

32,723 6.75% Tax Free US-64 Bonds 4,595 4,595

1,99,710 Unit Scheme 2002 of UTI 1,708 1,708

Other than Trade — Unquoted

14,000 Equity Shares of Rs. 10 each fully paid inABC Tea Workers Welfare Services 140 140

1,44,000 Equity Shares of Rs. 10 each fully paid upin Empire & Singlo Tea Limited 32,000 32,000

50,830 52,048

Provision for Diminution in value of Investments (25,000) (20,000)

25,830 32,048

Note : Aggregate Book Value (Gross)

Quoted Investments 18,690 19,908

Unquoted Investments 32,140 32,140

Market Value of Quoted Investments(Other than items market with *abovefor which current quotations arenot readily available) 6,755 5,627

Following Shares / Units have been purchased Number of Shares/Units ofand sold during the year : Rs. 10 each

Purchased Sold

Equity Shares of DCM Limited — 27

HDFC Cash Management Fund Savings Plan Growth (units) 1,43,367 1,43,367

HDFC Liquid Fund Premium Plus Plan Growth (units) 17,761 17,761


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(Rs. in thousand)

March 31, 2005 March 31, 2004

SCHEDULE 7

INVENTORIES

Stock of tea at lower of costand net realisable value 56,990 29,741

Stores and Spares at/or under cost 42,457 33,486

99,447 63,227

SCHEDULE 8

SUNDRY DEBTORS

Unsecured

Debts outstanding for a period exceeding six months

Considered good 485 213

Other Debts

Considered good 8,901 4,491

9,386 4,704

SCHEDULE 9

CASH AND BANK BALANCES

Cash in Hand 1,280 171(including Cheques in hand Rs. 886; 2004- Rs. Nil)

Remittance-in-transit 1,095 811

With Scheduled Banks

On Current Accounts 3,031 499

On unpaid Dividend Accounts 4,224 4,566

9,630 6,047


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(Rs. in thousand)

March 31, 2005 March 31, 2004

SCHEDULE 10

LOANS AND ADVANCES

Unsecured

Inter Corporate Loans

Considered good 5,45,515 5,48,263

Considered doubtful — 15,000

Provision for doubtful Loans — (15,000)

— —

Interest accrued

Considered goodon Loans and Deposits 47,118 65,463

Advances recoverable in cash orin kind or for value to be received

Considered good 1,08,130 1,58,409

Considered doubtful 2,832 2,832

Provision for doubtful advances (2,832) (2,832)

— —

Deposits [including Rs. 496 (2004 - Rs. 496)Under Investment Deposit Scheme (Tea), 1986 andRs. 1,702 (2004 - Rs. 10,904) Under Tea DevelopmentAccount Scheme, 1990] - considered good 99,849 1,09,050

8,00,612 8,81,185

Note : Includes balance with Excise Authorities Rs. 935 (2004 - Rs. 2,366)

SCHEDULE 11

CURRENT LIABILITIES

Sundry Creditors (Note 12 on Schedule 17) 1,46,319 1,49,169

Investor Education and Protection Fund shall becredited by the following amounts namely @

Unpaid Dividend 4,225 4,566

Interest Accrued but not due 3,200 3,681

@ No amount due for actual credit at the Balance Sheet date.

1,53,744 1,57,416


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(Rs. in thousand)

March 31, 2005 March 31, 2004

SCHEDULE 12

PROVISIONS

For Taxation less payments 43,374 56,515

Tax on Proposed dividend (Note 14 on Schedule 17) 10,980 10,980

54,354 67,495

Year ended Year ended31.03.2005 31.03.2004

SCHEDULE 13

OTHER INCOME

Profit on sale of Investment (Net) 1,630 1,953

Sale of DEPB Licence 2,916 2,692

Dividend on Units — 139[Tax deducted at source Rs. Nil (2003-2004 - Rs. Nil)]

Interest

On Investments (Other than Units) 221 722[Tax deducted/deductible at sourceRs. Nil (2003-2004 - Rs. Nil)]

On Loans 59,704 63,308[Tax deducted/deductible at sourceRs. 12,395 (2003-2004 - Rs. 758)]

On Deposits 1,401 1,608[Tax deducted/deductible at sourceRs. 367 (2003-2004 - Rs. 16)]

Sundry Receipts 9,519 29,786[Includes Rs. Nil (2003-2004 - Rs. 18,209)being foreign currency exchange gain (net)]

Provision no longer required written back — 199

75,391 1,00,407

SCHEDULE 14

INCREASE/(DECREASE) IN STOCK

Closing Stock of Tea 56,990 29,741

Less : Opening Stock of Tea 29,741 59,757

27,249 (30,016)


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(Rs. in thousand)

Year ended Year ended31.03.2005 31.03.2004

SCHEDULE 15

EXPENSESSalaries, Wages and Bonus 4,04,850 4,12,013

Contribution to Provident and other Funds 39,845 40,849

Workmen and Staff Welfare 62,773 63,561

Purchase of Green Leaf 39,800 38,821

Purchase of Black Tea for blending 31,735 39,814

Cess on Green Leaf 16,703 18,184

Stores and Spares 66,238 70,037

Power and Fuel 1,37,004 1,31,054

Excise Duty on Stock - Charge/ (Credit) 241 (646)

Rent 6,989 7,295

Rates and Taxes 4,401 4,978

Insurance 5,092 5,408

Repairs to Buildings 6,335 9,485

Repairs to Machinery 15,528 18,493

Other Repairs and Maintenance 13,982 12,797

Shipment Charges 1,500 2,163

Transportation 17,594 18,107

Sale Charges 14,671 17,596

Brokerage 8,167 10,490

Advertisement and Sales Promotion 792 1,289

Directors’ Fees 112 120

Advance Debt Written Off 15,000 —

Less : Provision for doubtful advance written back 15,000 —

Provision for doubtful advances — 1,500

Provision towards diminution in value of investment 5,000 7,500

Loss on sale of Assets 61 2,605

Miscellaneous 44,533 39,079[Includes Rs. 5,091 (2003-2004 - Rs. Nil) beingforeign currency exchange loss (net)]

9,43,946 9,72,592

SCHEDULE 16

INTEREST AND DISCOUNTING CHARGESInterest

Bank – Other than Fixed Loans 3,046 6,816

– Fixed Loans 15,287 18,978

Others – Fixed Loans 8,920 5,323

Discounting charges on Commercial Paper — 2,520

27,253 33,637


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SCHEDULE 17

NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2005

(Rupees in thousand)

1. Significant Accounting Policies

1.1 Fixed AssetsFixed Assets are stated at cost of acquisition together with resultant write up due to revaluation as theremay be. The cost of extension planting on cultivable land including cost of development is capitalised. Thecost of replanting tea bushes and fuel trees is charged to revenue.

Depreciation is charged on written down value method in the manner and at the rates specified in ScheduleXIV of the Companies Act, 1956.

An impairment loss is recognised, if and when the carrying value of fixed assets of a cash generating unitexceeds its market value or value in use, whichever is higher.

1.2 InvestmentsLong Term Investments are stated at cost; provision for diminution in value, other than temporary, is made.

Current Investments are carried at lower of cost and fair value.

1.3 InventoriesStock of Tea is valued at lower of cost (calculated on average basis including excise duty payable thereonon clearance) and net realisable value and stock of stores and spares is valued at or under cost (on weightedaverage basis) (after considering write-off for obsolescence etc.).

1.4 Foreign Currency TransactionsForeign currency transactions are converted and accounted for at the rates prevailing on the date oftransaction. Year-end current assets (monetary items) and liabilities are restated at the year-end exchangerate.

1.5 Retirement Benefitsa) Annual Gratuity liability is actuarially ascertained and funded.

b) Appropriate contributions for pension are made to the approved Fund in respect of the eligible Staff andExecutives.

c) Annual Leave Encashment liability is actuarially ascertained and provided for.

1.6 TurnoverTurnover includes tea claims.

1.7 Revenue RecognitionItems of income and expenditure are recognised on accrual and prudent basis. Credits under Duty EntitlementPass Book Scheme is recognised as revenue in the Annual Accounts on the basis of actual realisationagainst related licenses.

1.8 Taxes on IncomeCurrent Tax is determined as the amount of tax payable in respect of taxable income for the period basedon applicable tax rates and laws. Deferred Tax is recognised, subject to the consideration of prudence inrespect of deferred tax assets, on timing differences, being the difference between taxable income andaccounting income that originate in one period and are capable of reversal in one or more subsequentperiods and is measured using tax rates and laws that have been enacted or substantively enacted by theBalance Sheet date. Deferred tax assets are reviewed at each Balance Sheet date to re-assess realisation.

1.9 Borrowing costs attributable to the acquisition and construction of qualifying assets are added to the costupto the date when such assets are ready for their intended use. Other borrowing costs are recognised asexpenses in the period in which these are incurred.

1.10 Replantation Subsidy is accounted for as and when received.


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2. Compensation in respect of 2632 hectares of land acquired by Assam Government in earlier years is beingaccounted for as and when received.

3. There are contingent liabilities in respect of :

a) Sales Tax matter under dispute : Rs. 1,285 (2003-2004 : Rs. 916).

b) Excise matters under dispute : Nil (2003-2004 : 54)

c) Claims against the Company not acknowledged as debts (to the extent quantifiable) Rs. 29,048(2003-2004 : Rs. 27,403)

d) Outstanding Guarantees given to Customs authorities on behalf of third parties Rs. 6,357 and Rs. 943 toAssam State Electricity Board (2003-2004 : Rs. 6,357 and Rs. 943 respectively).

e) Corporate Guarantees given to Customs authorities by the Company to secure the financialassistance/accommodation extended to other bodies corporate amounting to Rs. 1,735 (2003-2004 :Rs. 1,735).

4. Auditors’ Remuneration :As Auditors 2004-2005 2003-2004

Audit Fee 390 390

Tax Audit Fee 100 100

For other services (Limited review, certificates etc.) 333 326

Reimbursement of Expenses 31 29

Service Tax 59 34

913 879

5. Estimated amount of contracts remaining to be executed on Capital Account and not provided for (net of advance)Rs. 5,179 (2003-04 : Rs. 4,114).

6. Based on the Valuation Report submitted by Professional Valuer appointed for the purpose, Plantations, Buildingsand certain items of Plant and Machinery of the Company were revalued as at March 31, 1994 on the then currentcost basis and adjusted for depreciation element as applicable. The resultant increase in net book value on suchrevaluation amounting to Rs. 18,31,759 was transferred to Revaluation Reserve.

Depreciation on Fixed Asset items covered by revaluation referred to in paragraph above is calculated on theirrespective revalued amounts at rates considered applicable by the Valuer on Straight Line Method as againstthe methods/rates/bases which would have otherwise been adopted for the purpose of the Annual Accounts ofthe Company and accordingly include additional charges of Rs. 60,125 (2003-2004 : Rs. 59,859) which has beentransferred from Revaluation Reserve, such transfer according to an authoritative professional view, being acceptedfor the purpose of Company’s Accounts. In consequence, the effective depreciation rates are as per ScheduleXIV of the Companies Act, 1956.

7. Capital Reserve includes pre-acquisition profit of Rs. 1,900 (Schedule 2)

8. (a) The total amount paid/payable to the Wholetime Directors and charged in these accounts under variousheads is set out below :

2004-2005 2003-2004

Salaries and Allowances 2,309 1,233

Commission 144 —

Contribution to Provident and Other Funds 325 179

Cost of benefits (Including estimated value of perquisites) 979 174

3,757 * 1,586

*Minimum Remuneration

(b) Managerial remuneration amounting to Rs. 1,523 is yet to be approved by the shareholders.

SCHEDULE 17 (Contd.) (Rupees in thousand)


31

9. Expenses include reimbursements.

10. a) The provision for Income Tax (including deferred tax) has been made after considering depreciation onfixed assets on the basis of the decision of the Calcutta High Court in CIT vs. Suman Tea & PlywoodsIndustries Private Limited reported in 204 ITR 719.

b) Deferred Tax Assets pertaining to Agricultural Income Tax losses have not been recognised in the absenceof virtual certainty of availability of taxable income in future years.

c) Composition of year-end deferred tax liability (net) as recognised :2004-2005 2003-2004

Timing Difference on account of :Depreciation as per Tax Law and books 22,542 24,021Others (4,034) (3,229)

(18,508) 20,792

11. In keeping with Accounting Standard 28 issued by Institute of Chartered Accountants of India which has becomemandatorily applicable to the Company from 1st April 2004, an impairment loss has been estimated and recognisedin relation to one of the Tea Estates of the company (a cash generating unit) on the basis of the higher of thepresent value of the Estate’s future expected cash flows and the net realisable value of the related assets.Such loss aggregating Rs. 30,456 has been adjusted against related Revaluation Reserve Balance to the extentof Rs. 30,253 and balance Rs. 203 against General Reserve as at 1st April, 2004.

12. The names of Small Scale Industrial Undertakings to whom amounts are due for more than 30 days as on 31stMarch, 2005 are as follows :

2004-2005 2003-2004Epoch Marketing Pvt. Ltd. Rs. 18 Rs. 18

13. 16% Partly Non Convertible Debentures of Rs. 135/- each, fully paid up in DCM Limited (Schedule 6), which weredue for redemption at par in three equal annual instalments at the end of 7th, 8th and 9th years from the date ofAllotment i.e. 7th May 1993, are yet to be redeemed pending finalisation of the Scheme of Restructuring of DCMLimited under Sections 391 to 394 of the Companies Act, 1956 currently before the Hon’ble Delhi High Court.

14. Year end balance of tax on proposed dividend Rs. 10,980 (Schedule 12) represents an amount in respect of theearlier years, which has not been deposited with the income tax authorities pursuant to the interim stay grantedby the Hon’ble High Court at Calcutta in connection with a writ petition filed by the Company.

15. Computation of Earning per Equity Share (Basic and Diluted) 2004-2005 2003-2004

i) Basica) (i) Number of Equity Shares at the beginning of the year 60,00,000 60,00,000

(ii) Number of Equity Shares at the end of the year 60,00,000 60,00,000(iii) Weighted average number of Equity Shares

outstanding during the year 60,00,000 60,00,000(iv) Face Value of each Equity Share (Rs.) 10 10

b) Profit / (Loss) after tax available for Equity ShareholdersProfit / (Loss) after Taxation (25,883) (1,07,379)

c) Basic Earning Per share [(b)/(a) (iii)] (Rs.) (4.31) (17.90)

ii) Diluted

Diluted Potential Earning Per Share — —

Diluted Earning Per Share [same as (i) (c) above] (Rs.) (4.31) (17.90)

16. Repairs to Buildings, Repairs to Machinery and Other Repairs in Schedule 15 are exclusive of salaries and wagesamounting to Rs. 2,797 (2003-2004 : Rs. 2,967), Rs. 4,334 (2003-2004 : Rs. 5,447) and Rs. 5,894(2003-2004 : Rs. 6,449) respectively which have been included in Salaries, Wages and Bonus in Schedule 15.



32

17. Information in accordance with Accounting Standard-17 on Segment Reporting issued by the Institute of CharteredAccountants of India, for the year ended 31st March, 2005 :The Company is engaged in the business of cultivation, manufacture and sale of tea having eight estates locatedin the State of Assam. The products and their application are homogeneous in nature. However it has customerswithin and outside India and thus its primary reporting format is based on the geographical location of the customers.The accounting policies adopted for segment reporting are in line with the accounting policies adopted in financialstatements. Revenue, expenses, assets and liabilities have been identified to segments on the basis of theirrelationship to the operating activities of the segment. Revenue and expenses, assets and liabilities which relateto the enterprise as a whole and are not allocable to segments on a reasonable basis, have been included under“Unallocable income (net of unallocable expenditure)” and “Unallocable assets/liabilities” respectively.

Information about Geographical segmentsExport Domestic Total

UK USA Canada OthersSegment RevenueExternal Revenue 75,686 11,301 15,105 10,199 7,76,375 8,88,666Less : Excise duty on sales (net of refund) 15,456 15,456

(1,16,595) (16,823) (12,413) (7,140) (7,16,511) (8,69,482)TOTAL REVENUE 75,686 11,301 15,105 10,199 7,60,919 8,73,210

(1,16,595) (16,823) (12,413) (7,140) (7,07,376) (8,60,347)Segment Result (PBIT) 378 -329 2,020 3,050 -23,154 -18,035

(-11,504) (-2,108) (-38) (1,360) (-1,01,716) (-1,14,005)Unallocated Income (net of expenses) 17,121

(38,260)Less : Interest 27,253

(33,637)Profit before taxation -28,167

(-1,09,382)Provision for Taxation —

—Add : Deferred tax adjustments 2,284

(2,003)Profit / (Loss) after taxation -25,883

(-1,07,379)Other InformationSegment Assets 9,386* 9,386

(244)* (4,460)* (4,704)Unallocated Assets 24,56,445

(25,88,606)Total Assets 24,65,831

(25,93,310)Segment Liabilities —

(357)** (357)Unallocated Liabilities 5,78,151

(5,88,809)Total Liabilities 5,78,151

(5,89,166)Capital Expenditure 38,915

(22,025)Depreciation 32,818

(33,891)Note : Previous year’s figures are shown in parenthesis

* Debtors** Brokerage liability



33

18. Related Party Disclosure in keeping with Accounting Standard-18 issued by the Institute of Chartered Accountantsof India :

Related Parties

a) Where control exists Relationship

Assam Frontiers Tea Holdings Ltd. Holding Company

Empire & Singlo Tea Limited Associate

b) Others

Mr. D. Atal Key Management Personnel

Mr. A. K. Bhargava Key Management Personnel

Mr. W. Browne Key Management Personnel

c) Transaction with related parties : 2004-2005 2003-2004

i) Holding Company

— Dividend paid — 8,881

— External Commercial Borrowing (availed) — 2,32,600

— Interest on External Commercial Borrowing 8,920 5,323

— Processing fees on External Commercial Borrowing 620 466

Outstanding balances

— External Commercial Borrowing 2,18,750 2,17,750

ii) Associate :

— Inter Corporate Deposit given 3,62,400 3,24,000

— Inter Corporate Deposit recovered 3,30,400 3,24,000

— Interest on Inter Corporate Deposit 2,097 730

— Stores issued 550 186

— Purchase of Tea 31,704 39,674

— Sale of Tea 49,875 —

— Income on other Services 3,439 2,880

— Expenditure on other Services 50 —

— Purchase of Equity Shares — 10,000

Outstanding balances

— Inter Corporate Deposit 32,000 —

— Investment in Equity Shares 32,000 32,000

— Counter Guarantees given 1,735 1,735

iii) Managerial Remuneration to Key

Management Personnel 3,757 1,586



34

19. The Company produces Black Tea and the relevant information pursuant to the provisions of paragraphs 3 and4 of Part II of Schedule VI of the Companies Act, 1956 is given below :

2004-2005 2003-200419.1 Licensed Capacity Does not apply Does not apply

Installed Capacity (Kgs. in thousand) 20,574 20,574(As certified by the Management)

19.2 Saleable Production (Kgs. in thousand) 11,690 13,13419.3 Opening Stock (Kgs. in thousand) 486 983

— Value (Rs. in thousand) 29,741 59,757— Purchase (Kgs. in thousand) 395 546— Value (Rs. in thousand) 31,735 39,814Turnover (Including claims, damages,samples etc.) (kgs in thousand) 11,773 14,177— Value (Rs. in thousand) 8,88,666 8,69,482Closing Stock (Kgs. in thousand) 798 486— Value (Rs. in thousand) 56,990 29,741

19.4 (i) Raw Materials ConsumedGreen Leaf (indigenous ) (Kgs. in thousand) 52,198 63,239— Value (Rs. in thousand) Green leaf plucked (being raw materials consumed) were harvested

in the Company’s own estates as agricultural produce involvingintegrated activities of nursery, cultivation, growth etc., and utilisedin the manufacture of tea and their values at the intermediatestage could not be ascertained.

(ii) Raw Materials PurchasedGreen Leaf (indigenous) (Kgs. in thousand) 3,764 5,689— Value (Rs. in thousand) 39,800 38,821

19.5 Stores and Spares Consumed (indigenous) (Rs. in thousand) 81,470 86,70319.6 Expenditure in Foreign Currency (Rs. in thousand)

Foreign Travel 804 791Others 1,091 638Interest on Foreign Currency Loan 12,614 5,323

19.7 Remittance in Foreign Currency (Rs. in thousand)Dividend - Final Nil 8,881Number of non-resident shareholders Not Applicable 1Number of shares held by the non-resident Not Applicable 44,40,000shareholders on which the Dividends were due.

Year to which the Dividend relates— Final Not Applicable Year ended

March 31, 200319.8 Earnings in foreign exchange (Rs. in thousand)

Export of goods calculated on F.O.B basis 1,10,783 1,50,795

20. Previous year’s figures have been rearranged / regrouped, wherever necessary.

Signatures to Schedules 1 to 17

KARAN PAULKolkata P. SINGHANIA DEEPAK ATALJune 30, 2005 Secretary Directors



35

Balance Sheet Abstract & Company’s General Business Profile(Information pursuant to provisions of Part IV of Schedule VI to the Companies Act, 1956)I. Registration Details

Registration No. State Code

Balance Sheet Date

DATE MONTH YEAR

II. Capital raised during the year (Amount in Rupees Thousand)

Public Issue Rights Issue

Bonus Issue Private Placement

III. Position of Mobilisation & Deployment of funds (Amount in Rupees Thousand)

Total Liabilities Total Assets

Sources of Funds

Paid up Capital Reserves & Surplus

Secured Loans Unsecured Loans

Application of funds

Net Fixed Assets(Including Capital Work in Progress 6004) Investments

Net Current Assets Miscellaneous Expenditure

Accumulated Losses

IV. Performance of the Company (Amount in Rupees Thousand)

Tournover (Including Other Income & Adjustments) Total Expenditure

+ – Profit/Loss Before Tax + – Profit/Loss After Tax

(Please ( ✓) Tick Appropriate Box + for Profit, – for Loss)

Earnings per Share in Rs. Dividend Rate %

V. Generic Names of Three Principal Products/ Services of Company (As per Monetary Terms)

Item Code No.

(ITC Code)

Product Description :

N I L

N I L

2 4 6 5 8 3 1

6 0 0 0 0

1 2 1 8 5 4

1 5 2 0 9 2 6

7 1 0 9 7 7

N I L

9 7 5 8 5 0

✓ - 2 8 1 6 7

- 4 . 3 1

KARAN PAULKolkata P. SINGHANIA DEEPAK ATALJune 30, 2005 Secretary Directors

N I L

N I L

2 4 6 5 8 3 1

1 8 2 7 6 8 0

2 2 9 6 9 1

2 5 8 3 0

N I L

1 0 0 4 0 1 7

✓ - 2 5 8 8 3

N I L

1 7 1 4

3 1 0 3 0 5

0 2

0 9 0 2 4 0 0 2

0 9 0 2 4 0 0 3

Black Tea (Leaf & Dust in Bulk)


36

Cash Flow statement for the year ended March 31, 2005Prepared pursuant to Clause 32 of the Listing Agreement

(Rupees in thousand)31.03.2005 31.03.2004

A. CASH FLOW FROM OPERATING ACTIVITIES :Net profit/(loss) before Tax and Extraordinary Items (28,167) (1,09,382)Adjustments for :

Depreciation 32,818 33,891Foreign currency translation (gain)/loss at year end 985 (24)— Income from Investments - Interest (221) (722)

- Dividend — (139)— (Profit)/Loss on sale of Investments (1,630) (1,953)Provision for Leave Encashment — 671Interest paid/payable on Loans 27,253 33,637Interest received / receivable on Loans etc. (61,105) (64,916)(Profit)/Loss on sale of Fixed Assets 61 2,605Provision for doubtful debts/loans andadvances/investments 5,000 9,000Provision no longer required written back (15,000) (199)

(11,839) 11,851Operating profit/(loss) before Working Capital changes (40,006) (97,531)Adjustments for :

Trade and other Receivables 54,812 1,62,841Inventories (36,220) 24,187Trade Payables (2,850) (25,355)

15,742 1,61,673Cash Generated from Operations (24,264) 64,142Direct Taxes Paid - Income Tax (378) 11,576

- Dividend Tax — (1,538)(378) 10,038

Cash Flow before extraordinary items (24,642) 74,180Extraordinary Items — —Net Cash (used in) / flow from Operating Activities (24,642) 74,180

B. CASH FLOW FROM INVESTING ACTIVITIES :Purchase of Fixed Assets (38,915) (22,025)Sale of Fixed Assets 628 2,998Intercorporate Loans given (42,29,150) (22,54,000)Intercorporate Loans realised/adjusted 42,46,899 21,86,317Purchase of Investments — (10,000)Sale / Redemption of Investments 2,848 16,107Interest Received 66,909 40,730Dividend Received — 139Net Cash flow / (used in) from Investing Activities 49,219 (39,734)

(Rupees in thousand)31.03.2005 31.03.2004


37

C. CASH FLOW FROM FINANCING ACTIVITIES :Proceeds from Long Term Borrowings — 2,17,750Repayment of Long Term Borrowings (1,00,000) (50,000)Proceeds from / (Repayment) of Short Term Borrowings 1,07,082 (3,77,503)Interest Paid (27,734) (33,164)Dividends Paid — (12,000)Net Cash (used in) / flow from Financing Activities (20,652) (2,54,917)Net Increase / (Decrease) in Cash 3,925 (2,20,471)Cash and Cash Equivalents (opening balance)* 1,481 2,21,952(Refer Schedule 9)Cash and Cash Equivalents (closing balance)* 5,406 3,925 1,481 (2,20,471)(Refer Schedule 9)

* Excluding unpaid dividend bank account

Notes :1. The above Cash Flow Statement has been compiled/prepared based on the audited accounts of the Company

under the “Indirect Method” as set out in the Accounting Standard - 3 on Cash Flow Statements issued by theInstitute of Chartered Accountants of India and the reallocations made as required for the purpose.

2. The schedule referred to above forms an integral part of the Cash Flow Statement.3. Figures for the previous year have been rearranged and regrouped wherever necessary.

This is the Cash Flow referred to in our report of even date.

S. K. DEBPartner



STATISTICAL INFORMATION

MATURE TEA AREA PRODUCTION YIELDGARDENS ADDRESS (HECTARES) (KGS IN 000’S) (KGS / HECTARE)

2004-2005 2003-2004 2004-2005 2003-2004 2004-2005 2003-2004

TALUP PO – Talap, Dist – Tinsukia, 827.73 825.73 1639 1503 1980 1820Assam-786156

HOKONGURI & PO – Barhapjan, Dist – Tinsukia, 1308.95 1308.95 2067 2101 1579 1605HILIKA Assam-786150

KHOBONG PO - Talap, Dist – Tinsukia, 1008.71 1021.36 1485 1679 1472 1644Assam- 786156

HAPJAN PO - Makum Junction, 948.26 957.22 1501 1622 1583 1695Dist – Tinsukia, Assam-786170

BUDLABETA PO - Doom Dooma, 956.59 980.47 1404 1607 1468 1639Dist - Tinsukia, Assam-786151

KHARJAN PO - Panitola, Dist – Tinsukia, 630.03 660.11 886 1031 1406 1562Assam-786183

PENGAREE PO - Digboi, Dist – Tinsukia, 532.88 534.10 893 1077 1676 2016Assam-786183

BUDLAPARA PO - Dimakuchi, Dist – Darrang, 723.99 719.81 1045 1335 1443 1855Assam- 784526

COMPANY 6937.14 7007.75 10920 11955 1574 1706

TEN YEARS’ STATISTICS (Rs. in thousand)

PARTICULARS 2004-2005 2003-2004 2002-2003 2001-2002 2000-2001 1999-2000 1998-1999 1997-1998 1996-1997 1995-1996

INCOME & APPROPRIATIONS :

Sales 8,88,666 8,69,482 9,31,571 9,29,308 9,04,311 9,59,218 10,48,676 10,38,894 7,28,951 6,89,143

Other Income 75,391 1,00,407 62,486 53,866 54,693 65,977 49,121 33,235 30,178 54,564

Stock Adjustment 27,249 (30,016) 7,821 22,772 13,963 (5,787) (22,112) 24,818 (6,555) (6,374)

Total Income 9,91,306 9,39,873 10,01,878 10,05,946 9,72,967 10,19,408 10,75,685 10,96,944 7,52,574 7,37,333

Expenses 9,59,402 9,81,727 8,93,731 8,71,851 8,73,814 7,80,261 8,22,221 7,20,250 6,42,762 5,97,227

Interest 27,253 33,637 32,281 25,526 7,280 5,441 4,737 4,797 10,672 9,327

Depreciation 32,818 33,891 35,609 36,904 29,469 20,222 17,082 14,847 15,651 15,146

Total Expenses 10,19,473 10,49,255 9,61,621 9,34,281 9,10,563 8,05,924 8,44,040 7,39,894 6,69,085 6,21,700

Profit before Tax (28,167) (1,09,382) 40,257 71,665 62,404 2,13,484 2,31,615 3,57,050 83,489 1,15,633

Provision for Taxation (2,284) (2,003) 12,196 18,005 16,000 72,000 73,000 1,17,000 36,000 52,000

Profit after Tax (25,883) (1,07,379) 28,061 53,660 46,404 1,41,484 1,58,615 2,40,050 47,489 63,633

Proposed Dividend (incl. Int. Div.) — — 12,000 30,000 30,000 66,000 66,000 66,000 39,000 36,000

Retained Earnings — — 16,061 23,660 13,344 64,264 85,685 1,67,450 4,589 27,633

Dividend (%) — — 20 50 50 110 110 110 65 60

EPS (Rs./Share) (4.31) (17.90) 4.68 8.94 7.73 23.58 26.44 40.01 7.91 10.61

NET ASSETS EMPLOYED:

Net Fixed Assets 15,20,926 16,06,099 16,83,427 17,35,700 17,84,617 17,95,572 17,97,927 18,31,197 18,91,288 19,41,099

Investments 25,830 32,048 43,702 26,934 48,543 1,32,201 97,384 45,592 40,293 44,597

Net Current Assets 7,10,977 7,30,252 10,20,264 6,77,971 4,65,077 3,97,348 4,65,521 4,14,872 2,79,003 2,61,765

Deferred Tax Liability (net) 18,508 20,792 (22,795) (26,299)

FINANCED BY :

Equity Shares 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000 60,000

Reserves & Surplus 18,27,680 19,44,144 21,11,382 21,55,194 22,15,325 22,57,177 22,50,296 22,19,883 21,08,413 21,53,415

Loan Funds 3,51,545 3,43,463 5,53,216 1,99,112 22,912 7,944 50,536 11,778 42,171 34,046

NET WORTH(excl. Revaluation Reserve) 7,05,389 7,31,475 8,38,854 8,24,331 8,25,965 8,12,621 7,48,357 6,62,672 4,95,222 4,90,633


40

0

1000

2000

3000

4000

5000

6000

7000

8000

9000

95-96 96-97 97-98 98-99 99-00 00-01 01-02 02-03 03-04 04-05

RS

. IN

LA

CS

YEAR

NET WORTH(Excluding Revaluation Reserve)

95-96 96-97 97-98 98-99 99-00 00-01 01-02 02-03 03-04 04-050

2000

4000

6000

8000

10000

12000

RS

. IN

LA

CS

YEAR

SALES

Taxes / Cess / Duties4%

Cultivation /Manufacturing

29%Employees

50%

Selling &Distribution Expenses

5%

Material Consumed6%

Interest3%

Depreciation3%

DISTRIBUTION OF EXPENDITURERs. 10,194.73 Lacs

Rates & Taxes11.96%

Cess on Green Leaf45.39%

Excise Duty & Cess42.65%

PAYMENTS TO EXCHEQUERRs. 386.01 Lacs

www.apeejaygroup.com

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APEEJAY TEA LIMITED · APEEJAY TEA LIMITED (Formerly AFT Industries Limited) 3 There has been a...

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