DIRECTORS' REPORT

TO SHAREHOLDERS

TO

THE MEMBERS

Your Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Accounts for the year ended 31st March 2015.

OPERATIONS:

Your Directors have to report that the net Income from operations for the year is Rs 31.35 crores against last years Rs. 30.73 crores exclusive of Inter Unit Transfers of Rs.9.56 crores against Rs 6.76 crores last year. The profit before taxes is Rs. 33.73 lacs against Rs. 12.73 lacs in previous year. After provision for income taxe amounting to Rs.10.65 lacs and write back of Deferred Tax Liabilities of Rs. 0.68 lacs, Net Profit amounts to Rs.23.75 lacs, against Rs.8.79 lacs last year. The Net Profit is higher mainly on account of lower depreciation. Adding the brought forward profit of Rs. 136.02 lacs, the balance of Rs. 159.77 lacs is carried over to the next year.

During the year sales increased marginally in value terms compared to last year. The prices of various raw materials increased substantially, which could not be passed on to customers. The Directors initiated cost reductions measures during the year under review. In spite of that the net profit was lower. There is huge competition from other manufacturers as reported in the last year and the directors do not expect the situation to improve in the foreseeable future as order inflows have reduced in the current year.

DIVIDEND:

Looking to small profit, Your Directors want to conserve the funds for use in working capital and as such do not declare any dividend for the year.

CLOSURE OF MEMBERS AND SHARE TRANSFER BOOKS:

The Register of Members and Share Transfer Books of the Company will be closed with effect from 23rd September, 2015 to 30th September, 2015 (both days inclusive).

TRANSFER TO RESERVES:

The Company did not transfer any amount to General Reserve during the year.

SHARE CAPITAL:

The Authorized Share Capital of the Company is 5,00,00,000/- (Rupees five Crores only) divided into 50,00,000 Equity Shares of 10/- each. As on March 31, 2015 the paid-up share capital of the Company is 4,00,00,000 (Rupees four Crores only) divided into 40,00,000 Equity Shares of 10/- each. During the year your Company has not issued any equity shares.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and as such, no amount of principal or interest was outstanding as at March 31, 2015.

PERSONNEL:

The Company does not have any employee whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the companies (Particulars of Employees) Rules, 1975.

DIRECTORS:

Sri B.M. Banerjee and Sri S.K. Joshi, Directors who retires by rotation as required under company’s act and being eligible, offers themselves for reappointment. Smt. Rajee Sharma was appointed as women Director in the Board in terms of SEBI Guidelinesand being eligible, offers herself for re-appointment.

MANAGEMENT DISSCUSSION AND ANYLYSIS REPORT:

A report on management discussion & analysis is enclosed as part “C” of the Directors Report as per requirement of the listing agreement with the Stock Exchanges.

BOARD EVALUATION:

Pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the independent Directors was completed. The performance evaluation of the Managing Director and the non-independent Directors was carried out by the independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

DETAILS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013 except as mentioned in annual report.

AUDITORS REPORT & AUDITORS’ OBSERVATION:

There is no audit qualification in the Company’s financial statements. The company continues to adopt practices to ensure best practice as per Indian Accounting Standards. The Notes on Accounts referred to in the Auditors’ Report enclosed are self-explanatory and do not call for any further comments.

STATUTORY AUDIT:

M/s R.C. Jhawer & Co., Chartered Accountants (Reg. No. 110068E), the statutory auditors of the Company, were appointed as Statutory Auditors for 1 year at the Twenty Sixth Annual General Meeting of the Company held on 30.09.2014. The Board recommends their re-appointment for 5 years.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Secretarial Audit has been carried out by M/s J Patnayak & assosiates, Kolkata a firm of company Secretaries in practice. The Secretarial Audit Report is annexed herewith as “Annexure I”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

COST AUDIT:

The Cost Audit Report for the Financial Year 2013-14 was filed with Ministry of Company Affairs.

AUDIT COMMITTEE RECOMMENDATION:

During the year all the recommendations of the Audit Committee were accepted by the Board. The composition of the Audit Committee is as described in the Corporate Governance Report.

LISTING:

The shares of the Company are listed at Bombay Stock Exchange, Ahmedabad Stock Exchange, Bhubaneswer Stock Exchange and Calcutta Stock Exchange Limited. The Scrip Code at BSE is 518075 and at CSE is 13054. ISIN No. for Demat of Shares is : INE377C01010

The respective listing fees have been paid to Bhubaneswar & Ahmedabad Stock Exchanges up to the year 2014-15.

RECONCILIATION OF SHARE CAPITAL:

As directed by Securities Exchange Board of India (SEBI), Reconciliation of Share Capital is being carried out quarterly by a practicing Company Secretary. The findings of the Reconciliation of Share Capital were satisfactory.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to section 134 (3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirm that;

(i) in the preparation of annual accounts, the applicable Accounting Standards as specified by the Institute of Chartered Accountants of India have been followed and that there has been no material departures from the same;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

(iii) the Directors have taken proper and sufficient care, to the best of their for the maintenance of adequate accounting records in accordance with the provision of the Companies Act 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

(iv) the annual accounts have been prepared on going concern basis.

SUBSEQUENT EVENTS:

There are no material changes and commitments affecting the financial position of the company which have occurred between March 31, 2015 and the date of the report except the order inflows have come down and the Raigarh unit is running at a lower capacity.

NUMBER OF BOARD MEETINGS DURING FY 2014-15:

During the FY 2014-15 the number of meeting of Board of Directors of the Company comes to 6 (Six). The details of the number of meetings of the Board held during the financial year forms part of the Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The prescribed details as required Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are set out in Annexure ‘A’ forming part of this report.

DECLARATION OF INDEPENDENCE:

The Company has received Declaration of Independence from Mr. S.K. Joshi (DIN- 01457519), Mr. Uttam Jhawar (DIN- 00631065), Mr. Sanjay Bansal (DIN – 00142576) the Independent Directors of the Company as per sub-section (6) of Section 149 of the Companies Act, 2013. The declarations are annexed to the Report as Annexure II

REMUNERATION & NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

The detail of the policy is explained in the Corporate Governance Report.

RELATED PARTY TRASACTION:

There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large.

VIGIL MECHANISM POLICY:

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any.

The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.

WHISTLE BLOWER POLICY:

The Company has a “Whistle Blower Policy” to report genuine concerns or grievances. The Whistle Blower Policy has been posted on the website of the Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

REMUNERATION COMMITTEE:

The remuneration committee is duly formed. The recommendations of the remuneration committee is considered by audit committee and forwarded to the Board.

SUBSIDIARIES:

The Company does not have any subsidiaries.

MANAGERIAL REMUNERATION:

Executive Directors are paid remuneration by way of salary, commission, perquisites and retirement benefits as recommended by the Nomination and Remuneration Committee and approved by the Board and shareholders of the Company.

Key Managerial Personnel and senior Management Personnel are paid remuneration by way of salary (comprising fixed components and variable component). Remuneration to Directors, Key Managerial personnel involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The Company does not have any Stock Option Scheme. No severance pay is payable on termination of appointment.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report. At present the company has not identified any element of risk which may threaten the existence of the company.

REGARDING KEY MANAGERIAL PERSONNEL:

The Company has appointed/designated the following as the Key Managerial Personnel of the Company:

Mr. S.N. Kabra - Managing Director

Mr. Binod Sharma – Jt. Managing Director

Mr. P.D. Somani – Chief Financial Officer

Selection and appointment of key managerial persons was done on recommendations of audit and remuneration committee.

EXTRACTS OF ANNUAL RETURN IN MGT- 9:

The details forming part of the extract of the Annual Return for the year ended on 31.03.2014 in Form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure- III and forms an integral part of this Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure as mentioned below, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, the following form part of this Annual Report:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Details regarding the present energy consumption including captive generation, technology absorption, foreign exchange earning and outgo are furnished in Annexure-'A' as per the requirements of the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, other reports includes:

(i) Report on Corporate Governance – (Annexure ‘B’);

(ii) Management Discussion & Analysis Report – (Annexure ‘C’).

ACKNOWLEDGEMENT AND APPRECIATION:

The Board wishes to place on record their sincere thanks to the Employees of the Company for their sincere and hard work. The Board also wish to place on record their sincere thanks to the Company's Bankers the ALLAHABAD BANK, KOLKATA and convey their gratitude and thanks to the Company's esteemed share holders, customers and other business associates for their support.

For and by Order of Board

S. N. Kabra Managing Director

 Binod Sharma

JT. Managing Director

Place: Kolkata

Dated : The 21st day of August, 2015