DIRECTORS' REPORT

TO THE MEMBERS

Your Directors are pleased to present the Twenty-Fourth Annual Report on the business and operations of the Company and the Audited Statement of Accounts for the Financial Year ended 31st March, 2015.

DIVIDEND AND RESERVES

Your Directors have recommended a dividend of Rs. 1.50 per Equity Share (Previous year of Rs. 1.50 per Equity Shares) for the financial year ended March 31, 2015, i.e. @15% of total paid-up equity share capital. The above dividend will be payable out of current year's profit of the Company. The dividend, if approved by the shareholders, will entail an out-flow of Rs. 54.00 lacs (inclusive of tax on dividend of Rs. 9.00 lacs). The Reserves & Surplus thereafter will stand at Rs. 2862.59 lacs at a Book value of Rs. 105.42 per Equity Share.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

Your Company's operation during the year was not satisfactory. The total revenue during the year was decreased by 15.61% in comparison with its previous year and similarly the profit before tax and profit after tax, both were decreased by more than 22% in comparison with its previous year. This happened only due to enhancement of production cost, lower of demand due to strong competition in the market. Your Directors continue to be of the opinion that high quality of products and innovations in products as well as improvement in technology along with cost cutting efforts will help your company to face this competition. The company is expected to continue to do well and improve further in the coming years .

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

SIGNIFICANT CHANGES

With effect from April 01, 2014, the Company has revised the estimated useful life of its intangible fixed assets as per Part-C of Schedule II to the Companies Act, 2013, resulting in a high value of depreciation provided during the year as total amounting to Rs. 199.76 lacs which is increased by 44.26% in comparison with previous year (refer Note 10 of Notes to Financial Statement).

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

AUDITORS AND AUDITORS' REPORT Statutory Auditors & their Statutory Audit Report

M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the ensuing TWENTY-FOURTH ANNUAL GENERAL MEETING and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and they are not disqualified for re-appointment.

The observations made in the Auditors' Report to the Members of the Company have been dealt with in the Notes to the Statement of Profit and Loss and the Balance Sheet in Notes No. 1 to 26 of the Accounts. These are self explanatory and do not call for further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

The Board has appointed Mr. Kishore Majumdar, Practicing Cost Accountant and Proprietor of M/s. K. MAJUMDAR & ASSOCIATES, Cost Accountants for conducting Cost Audit for the Financial Year 2014-15 (Year ended 31/03/2015) and also appointed for next Financial Year 2015-16 as Cost Auditor, subject to such approvals as may be applicable.

Secretarial Auditors & their Secretarial Audit Report

The Board has appointed Mr. Sushil Tiwari, Practicing Companies Secretaries and Proprietor of M/s. SUSHIL TIWARI & ASSOCIATES, Companies Secretaries for conducting Secretarial Audit for the Financial Year 2014-15 (Year ended 31/03/2015) and also appointed for next Financial Year 2015-16 as Secretarial Auditor. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed in a separate report namely "Secretarial Audit Report". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO

Particulars in respect of the conservation of energy, technology absorption and foreign exchange earnings and outgo as required under the Companies (Accounts) Rules, 2014 are given in a separate Annexure - I attached hereto and form part of the Report.

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return in Form No. MGT - 9 shall form part of the Board's Report given in a separate Annexure - II attached hereto and form part of the Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the Company formed a new committee named Corporate & Social Responsibility Committee and adopt a CSR policy to be undertaken by the Company, which has been approved by the Board. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in a separate Annexure - III attached hereto and form part of the Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in Directors and Key Managerial Personnel

During the year under review, the following changes took place in the Board of Directors & Key Managerial Personnel of your Company :-

1) Late Adinath Banerjee, Company Secretary of the Company passed away on 01/08/2014. The Board placed on record its deep appreciation for the valuable contribution made by him during his tenure as Company Secretary of the Company.

2) Mr. Tarun Kumar Das, a Associate Member of the Institute of Company Secretaries of India, is appointed as Company Secretary of the Company w.e.f. 01/09/2014.

3) Mr. Vijay Swaminathan (DIN-03505029), Independent Director of the Company resign from the Board w.e.f. 22/09/2014. The Board placed on record its valuable contribution made by him during his tenure as Independent Director of the Company.

4) Mr. Surajit Raha (DIN-07019436), appointed as Independent Director of the Company w. e. f. 08/12/2014 and he hold office till the conclusion of next Annual General Meeting and being eligible have offered himself for re-appointment for a period of 5 years as Non-Rotational Independent Director.

5) Mr. Ashok Kumar Singh, existing Chief Financial Officer of the Company re-appointed as Chief Financial Officer of the Company w.e.f. 08/12/2014, in perview of the Companies Act, 2013.

6) Mrs. Anjum Dhandhania (DIN-00058506), a Non-Executive Woman Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for re-appointment.

b) Declaration by an Independent Directors :

The Company has received declaration from all the Independent Directors (Non-Rotational) of the Company, confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreements with Stock Exchanges in India.

c) Formal Annual Evaluation :

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and Other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors. The Remuneration paid to Directors & Other Key Managerial Personnel are evaluated by the "Remuneration / Management Committee" of the Company on yearly basis.

d) Number of meetings of the Board of Directors :

Ten meetings of the Board of Directors were held during the financial year 2014-15 i.e. year ended 31/03/2015. For further details, please refer report on Corporate Governance of this Annual Report.

AUDIT COMMITTEE

The Audit Committee comprises Non-Executive & Independent Directors namely Mr. Buddhadeb Basu (Chairman), Non-Executive & Independent Director namely Dr. Subrata Haldar & Non-Executive & Independent Director namely Mr. Surajit Raha as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporate a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance comprising all directors & senior executives of the Company.

REMUNERATION / NOMINATION / MANAGEMENT COMMITTEE AND CSR COMMITTEE

The Remuneration / Management Committee comprises one Non-Executive Director namely Mrs. Anjum Dhandhania (Chairman), one Non-Executive & Independent Director namely Mr. Buddhadeb Basu and one Executive Director namely Mr. Asheesh Dabriwal as other Members. All the recommendations made by the Remuneration / Nomination / Management Committee were accepted by the Board.

The Corporate & Social Responsibility (CSR) Committee comprises one Non-Executive & Independent Director namely Mr. Buddhadeb Basu (Chairman), one Executive Director namely Mr. Asheesh Dabriwal and one Non-Executive & Independent Director namely Mr. Surajit Raha as other Members. All the recommendations made by the Corporate & Social Responsibility Committee were accepted by the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year the Company have not paid any loans, guarantees or made any investments referred to Section 186 of the Companies Act, 2013. The particulars of other loans given, investments made for the purpose of its business activities are provided in the standalone financial statement (please refer to Note No. 12 & 16 to the standalone financial statement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, thus the disclosure in prescribed Form No. AOC - 2 is not required as per third provision of Section 188(1) of the Companies Act, 2013. Your Directors draw attention of the members to Note No. 26.8 of the Financial Statement which sets out related party disclosures as per Accounting Standards - 18.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are provided in a separate Annexure - IV attached hereto and form part of the Report.

Particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are NIL.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements forms part of the Annual Report and which has been set out in a separate report called "Corporate Governance Report" annexed herewith. The requisite Certificate from the Statutory Auditors of the Company, M/s. Navin Nayar & Co., Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is also annexed to this Report.

RISK MANAGEMENT

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company evaluating all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that;

(i) in the preparation of the Annual Accounts for the financial year ended March 31, 2015 the applicable accounting standards read with requirements set out under Schedule II to the Companies Act, 2013, have been followed and there are 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 as at March 31, 2015 and the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2015 on a 'going concern' basis.

(v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, is presented in a separate section forming part of the Annual Report called as "Management Discussion & Analysis Report" is annexed.

GENERAL

Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on this items during the year under review :

1) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2) Issue of equity shares with differential rights as to dividend, voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4) Neither the Managing Director nor the any Executive Director of the Company receive any remuneration or commission from any of its subsidiaries.

5) No significant or material orders were passed by the regulators or courts or tribunal which impact the going concern status and Company's operation in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

For and on behalf of the Board of Directors

ASHEESH DABRIWAL

Managing Director & C.E.O.

Place : Kolkata

Dated : 30th day of June, 2015