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History of Duncans Industries Ltd.

YEAR EVENTS 1895 - The Comp. was incorporated at Calcutta. The main object of the Comp. is cultivation of tea & manufacture of cigarettes, pipe tobacco & agricultural produce like cardamom, citronella oil, etc.

1948 - 4,500 Bonus Equity shares issued in the prop. of 1:1.

1964 - With effect from 1st January the Hantapara Tea Co. Ltd., owning Hantapara & Dumchipura Tea Estates was amalgamated with the Company. As a result, the Comp. acquired a total holding of more than 50% in the share capital of Poobong Tea Co., limited

- 5000 Pref. & 24,000 No. of Equity shares allotted to members of Hantapara Tea Co., Ltd., upon its merger with the Company.

1966 - 6,600 bonus Equity shares issued in the prop. 1:5.

1968 - 7,920 Bonus Equity shares issued in prop. 1:5.

1970 - With effect from 1st January Gungaram Tea Co., limited were merged with the Comp. effective from 1st January, 1972 & 1st January, 1973 respectively.

- 66,587 No. of Equity shares allotted on 10th February 1971 to members of Gungaram Tea Co. Ltd.

1972 - 1,182 7.5% pref. & 8.29% No. of Equity shares issued to members of Kotamullai Tea Co., Ltd., upon its merger.

1973 - 8,753 No. of Equity shares issued to the shareholders of Ledo Tea Co., Ltd., Pursuant to the scheme of Amalgamation.

1974 - The scheme of amalgamation of Marybons and Keyl Tea Estates, Ltd., which became a subsidiary in 1973, with the Comp. was approved by Calcutta High Court with effect from 1st January.

1977 - National Tobacco Co., of India, Ltd., was merged with the Comp. effective from 1st March. As a result, the Company acquired two cigarette factories, one at Bikkavolu in Andhra Pradesh & the other at Agarpara in West Bengal. The Company allotted to the member of National Tobacco Co. of India, Ltd., without payment in cash 19,980-5.85% redeemable cumulative preference shares of Rs.100 each & 9,997 No. of Equity shares of Rs.100 each.

- Subject to necessary approvals being obtained, Veerayalakshmi Investments, limited was proposed to be amalgamated in the SG Investments & Industries, limited a Comp. listed on the Calcutta Stock Exchange.

- 64,382 Bonus Equity shares issued in prop. 1:2.

1979 - The Lankappara tea gardens was split into two viz., Lankapara and Tulipara tea gardens in order to ensure closer & better supervision.

1980 - Authorised capital reclassified during 1979. 19,980-5.8% redeemable cumulative pref. shares, 25,000-6.5% redeemable cumulative pref. shares & 9,997 No. of Equity shares were allotted to members of National Tobacco Co. of India Ltd., without payment in cash on amalgamation.

1983 - For the first time the Comp. undertook packeting operations at its tea factories. The Comp. introduced two more brands of tea, viz., `Gold Cup' & `Shakti Dust' apart from Rothmans king size cigarettes. The Comp. also produced & launched a 100% non-tabacco smoking product under the brand name `Smokette'.

- The Comp. revalued some of its estates, land & other assets as on 31st December. The net surplus amount arising out of this was transferred to revaluation reserve.

1984 - Packeting of tea in consumer packs continued. A unique brand `Come Home' was also launched towards the end of year.

- Old tea garden was disposed of with effect from 1st January.

1985 - The Comp. formulated a substantial capital expenditure programme for its tea garden to equip the tea factories to handle additional production & to improve the infrastructural facilities.

- Keeping in view the long term prospects, the Comp. was identifying additional land in North Bengal to bring under tea cultivation.

1986 - Adverse weather conditions led to a decline in production to 12,025 tonnes in the total crop harvested compared to previous year. Also a sharp decline was experienced on the exports front due to stagnant demand.

- On 29th January, the Comp. allotted 15% non-convertible secured redeemable debentures of aggregate value of Rs.550 lakhs to financial institutions & other bodies.

- These debentures are redeemable at a premium of 5% on the expiry of 7th from the date of allotment.

- After obtaining the necessary approvals, the Comp. reduced its capital with effect from 1st January, by cancelling the existing 25,000-6.5% redeemable cumulative preference shares of Rs.100 each. 19,980-5.8% redeemable cumulative preference shares of Rs.100 each & 1,500-8% cumulative preference shares of Rs.100 each & 2,182-7.5% cumulative preference shares of Rs.100 each aggregating to an equivalent of Rs.48,66,200 by issue and allotment of 48,662-15% non-convertible secured debentures of Rs.100 each fully paid-up aggregating to an equivalent of Rs.48,66,200 to the holders of said preference shares in the prop. 1:1.

- Capital reduced by conversion of pref. shares into debentures. Authorised capital reclassified & increased.

1987 - A fire broke out in the company tea factory at Marybong Tea Estate on 9th September.

1989 - 1,01,572 bonus shares issued in proportion 1:2

1991 - 15% secured redeemable partly convertible debentures aggregating Rs.3,999.38 Lakhs were allotted on Rights basis.

- Authorised capital increased in December 1990. Equity shares subdivided in April 1991.

- During the year an extensive distribution network has been set up in major overseas market to cater to the needs or such importers.

- The Comp. also effected cancellation of Preference Shares aggregating to Rs.48.66 lacs with effect from 1st January, 1986 & in lieu thereof, issued on 19th April, 1986, fully paid 15% Non-Convertible Secured Redeemable Debentures, redeemable after the expiry of 10 years from the aforesaid issue date.

1992 - As at 31st March, 1,60,017 No. of Equity shares of Company were held by Field Investments, Ltd., the holding Company.

- The Comp. has promoted certain projects in areas like bio-technology, software development, hospital & medical care & financial services in which the future is promising & long term prospects are good.

- Veeryalakshmi Investments Limited is proposed to be amalgamated with S.G. Investments and Industries Ltd., which is a listed Comp. in the Calcutta Stock Exchange, & has ceased to be a subsidiary of Company.

1993 - The issue of 15%--Redeemable Secured Partly Convertible Debentures [Debenturess] of Rs 125 each on a rights basis to the members & to the employees was oversubscribed.

- The Debentures were converted into Ordinary Shares [one share for every Debentures] of Rs 10 each at a premium of Rs 50 per share on 24th February.

- During the year an extensive distribution network has been set up in major overseas market to cater to the needs or such importers.

1994 - The name of CCFCL has been changed to DUNCANS INDUSTRIES LIMITED from 1st November.

- The Comp. in the initial stage, proposes to make public issues of about Rs. 325 crores in one or more tranches at an appropriate time with an appropriate premium..

- Andhra Cements Limited [ACLs] has become a subsidiary of this Comp. on 1st July, pursuant to an investment of Rs. 7.25 crores by DAIL in its equity capital.

- 8236840 No. of Equity Shares to be issued in keeping with exchange ratio of 5:4 for 6589472 Ordinary Shares of erstwhile DAIL issued & subscribed both as on 31st December, 1993 as also as on 31st March, 1994.

- 988385 No. of Equity Shares are further required to be issued in respect of 3953540 Ordinary Shares isssued by erstwhile DAlL in August, 1994 keeping in view the exchange ratio of 5:4 as above.

1995 - Duncans Agro Industries Limited ['DAIL's] merged with the Company.

1996 - The Tea Division has been one of industry pioneers in introducing the concept of 'total quality' into its operations. During the year under review, the Division Darjeeling tea gardens, namely, Marybong & Runglee, received the ISO 9002 Quality Systems Certification award from the Bureau of Indian Standards.

- The Company, during the year under review, issued 5,00,00015% Redeemable Cumulative Non-Convertible Preference Shares of Rs.100 each at par aggregating to Rs. 5 crores to Housing Development Finance Corporation Ltd.

- Ahalya Investments Ltd., Cape Investments Ltd., Colorado Investments Ltd., Danube Investments limited & Stage Investments limited have ceased to be subsidiaries of the Company.

1997 - Messrs. Bhaskar Banerjee & V. R. Kaushik have now been redesignated Senior Managing Director & Managing Director respectively.

- 3542322 15% partly Convertible Secured Redeemable Debentures [Non-convertible part of Rs. 65 eachs] is redeemable after the expiry of 7 to 10 years from the issue date, i.e., 24th August, 1992 in instalments.

- The Comp. has, during the year, issued Foreign Currency Convertible Bonds [FCCBs] aggregating to Swiss Franc 50 million to foreign investors with a maturity period of seven years from the date of issue.

1998 - The Panki Unit was awarded the Best Overall Performance Award in the entire industry by Fertiliser Association of India [FAIs].

- Seven lacs Redeemable Cumulative Non-convertible Preference Shares of Rs. 100 each were issued during the year to select domestic investors.

- Mr. M. L. Bhakta resigned from the Board during the year under review for reasons of health.

- E. Hill and Comp. Limited ceased to be a Subsidiary during the year under review.

- 10,000,000 Equity Shares of Rs. 10 each fully paid up have been allotted for consideration other than cash.

- The Comp. had allotted in October 1996, 5000000 Equity Shares of Rs. 10 each at a premium of Rs. 54.08 each to Angsana [Mauritiuss] Investment Limited, a Subsidiary of Temasek Holdings [Ptes] Limited, an investment arm of Singapore Government.

- The Comp. had issued on November, 1996 Foreign Currency Convertible Bonds [FCCBs] aggregating to Swiss Franc 50 million to foreign investors with a maturity period of seven years.

- The Comp. has given an undertaking to the concerned Financial Institution to buy back 1416822 Equity Shares in Herdillia Oxides and Electronics Limited at a price to ensure 22% return.

1999 - Amalgamation of five Group investment companies, Arvind Investments Ltd., Field Investments Ltd., Keya Trading Comp. Ltd., Krish Management Services Pvt. limited & Quandong Investments limited into this Comp. with effect from 1st March.

- Quality Management System & Environment Management Systems as per the ISO 9002 & ISO 14001 specifications have been introduced in the Fertiliser Division.

- A prolonged drought in North-East India during the early part of 1999 Tea Season severely affected the first flush crop.

- Mr. G.P Goenka has been appointed a whole-time Director from 1st August, 1999.

2000 - The Rs 125-crore Duncans Gleneagles Hospital, a 50:50 joint venture between Duncans Industries Ltd & Gleneagles of Singapore, will be fully operational by mid-May.

- Duncans Industries is getting a new packet tea head. And the new man is Pinaki Pan, former general manager [easterns] of Glaxo Smithkline.

- Duncans Industries which has relaunched its flagship brand Double Diamond CTC tea bags which they propose to launch in the major metros as part of its strategy to build & reposition existing brands.

2003

-High Court okays Phosphate Chemicals' wind up petition over Duncan Ind

2007

-Duncans Industries Ltd has appointed Mr. Debadatta Sengupta, as an Additional Director of Comp. with immediate effect.

-Duncans Industries Ltd has informed that at the meeting of Board of Directors of Comp. held on November 01, 2007 Mr. Kalyan Mukhopadhyay, who has joined as Comp. Secretary with effect from October 24, 2007, has been appointed as the Compliance Officer with immediate effect.