Directors Report of Bala Techno Global Ltd.

Mar 31, 2015

DEAR MEMBERS

The Directors present the 27th Annual Report together with the Audited statement of Accounts for the year ended 31st March, 2015.

1. FINANCIAL RESULTS

For the year ended For the year ended 31st March, 2015 31st March, 2014 (Rs.in lacs) (Rs.in lacs)

REVENUE

Income from operations 26774.91 15933.84

Other income 0.01 48.00

Changes in Inventories 26.27 1527.85

Total 26801.19 17509.69

EXPENSES a) Purchases 26749.22 17416.65

b) Employee benefits expense 3.55 3.38

c) Other expenses 47.80 46.07

Total 26800.57 17466.10

PROFIT/(LOSS) BEFORE DEPRECIATION 0.62 43.59 AMORTISATION & TAX EXPENSES

Depreciation and Amortisation Expenses - 0.05

PROFIT/(LOSS) BEFORE TAX 0.62 43.54 Tax Expenses

a) Current Tax 3.19 4.58

b) Deferred Taxation 0.00 (5.79)

PROFIT/(LOSS) AFTER TAX (2.57) 44.75

Add: Profit/loss brought forward (233.29) (278.04) From previous year

Balance profit/loss carried forward (235.86) (233.29)

2. PERFORMANCE AND OUTLOOK

The Gross Income for the year was Rs. 26774.92 Lacs against Rs. 15981.84 Lacs in previous year and the net loss was 2.57 Lacs for the year against net profit of Rs. 44.75 lacs in previous year. On account of adverse market trend, the company sustained loss during the year under review. However the company expects better financial result in the ensuing year.

3. DIVIDEND

In the absence of Profits, your Directors regret their inability to propose Dividend.

4.CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION AND ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Clause 49 of the Listing Agreement entered into with the Stock Exchanges, Corporate Governance Report with Auditors Certificate thereon is attached and forms part of this report.

5. DIRECTORS'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That 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 Loss of the Company for the year under review.

iii) That 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) That the Directors have laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively.

v) That the Directors have prepared the accounts for the financial year ended 31st March 2015 on a going concern basis.

vi) The Directors had devised proper systems to ensure compliance with the provisions of the applicable laws and that such systems were adequate and operating effectively.

6. DIRECTORS

Shri Gautam Mehra retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Pursuant to the provisions of section 161(1) of the companies Act, 2013 and the Articles of Association of the company, Smt Mina Roy was appointed as an Additional Director designated as an Independent director w.e.f 1st April ,2013 and she shall hold office up to the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing her appointment as an Independent Director.

The company has received requisite notices in writing from members proposing Shri Dulichand Karel and Shri N.C. Biswas for appointment as Independent Directors pursuant to provisions of Companies Act, 2013.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed both under sub- section(6) of section 149 of the companies Act,2013 and under Clause 49 of the Listing Agreement with the stock Exchanges.

7. AUDITORS AND SECRETARIAL AUDIT

U Narain& Co., Chartered Accounts Statutory Auditors of the company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed their eligibility to the effect that their reappointment, if made would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on Financial Statement referred to in the Auditor's Report are self- explanatory and do not call for any further comments. The Auditor's report does not contain any qualification, reservation or adverse remarks.

The Board has appointed Practicing Company Secretary to conduct Secretarial Audit for the financial Year 2014-2015. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure I to this report. The Secretarial Audit Report contains certain observations regarding which Board's comment is given below. The Board has at all times been duly constituted with adequate number of Independent Directors. The existing Independent directors have continued to function as Independent Directors in the Board as well as in the Committees of the Board as per legal advice and hence the existing independent directors have not been appointed by the Company after the commencement of Companies Act 2013.

However, having being apprised of the legal requirement of appointing the existing Independent directors, steps are being taken for their appointment at the ensuing Annual General Meeting of the Company. The Committees of the Board would consequently be reconstituted with the regularization of the appointment of Independent Directors. The Company is also in the process of appointing the Key Managerial Personnel in accordance with the provisions of the Act. The Company has already appointed a Woman Director in its Board. The non-filing of certain forms were mainly due to inadvertence with the advent of the new Companies Act 2013.

The provisions of clause 49 is not mandatory to be complied with, by the Company, since the paid-up capital is less than Rs. 10 crore and the net worth does not exceed Rs. 25 crore. However the Company has been regularly complying with the Corporate Governance norms.

8. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Companies Act, 2013 regarding corporate social Responsibility are not attracted to the Company.

9. BOARD EVALUATION

Pursuant to the provisions 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 Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

10. FAMILIRISATION PROGRAMME FOR DIRECTORS

At the time of appointing a Director, a formal letter of appointment is given to him, which interlaid explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations and affirmation taken with respect to the same.

The Chairman along with the Management has also one to one discussion with the newly appointed Director to familiarize with the Company's operations.

11. NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2014-15, forms part of the Corporate Governance Report.

12. INDEPENDENT DIRECTORS DECLARATION

The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149 (6) of the Companies Act, 2013 and Rules made there under and meet with requirement of Clause 49 of the Listing Agreement entered into with the stock Exchanges. A formal letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Agreement has been issued and disclosed on the website of the Company at www.balatechnoglobal.com.

13. PARTICULARS OF LOANS,GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements.

14. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism / whistle Blower policy for Directors and employees to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company (www.balatechnoglobal.com).

15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective internal control and risk mitigation system, which has consistently assessed and strengthened with standard operating procedure. Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

16. RISK MANAGEMENT

The Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. The Company is having a business risk management framework in place, which defines the risk management approach of the company and includes periodic review of such risks and mitigating controls and reporting mechanism of such risks.

17. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a frame work 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.

18. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposit from public was outstanding as on the date of the Balance sheet.

19. EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as per Section 92 (3) of the Companies Act, 2013 and Rule 12 (1) of Companies (Management & Administration) Rules, 2014 is annexed hereto as Annexure II and forms part of this report.

20. PERSONNEL & INDUSTRIAL RELATIONS

Industrial Relations were cordial and satisfactory. There were no employees whose particulars are to be given in terms of Section 134(3) (q) of the companies Act, 2013 read with Rule 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personnel), Rules 2014.

21. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the overwhelming co-operation received from Bankers and Business constituents.

Your Director would also like to place on record their deep appreciation of the continued support of shareholders.

By Order of the Board

P -22,C.I.T Road, For Bala Techno Global Ltd.

Scheme- 55, Kolkata - 700 014 Narayan Chandra Biswas Anil Kumar Saha

Date : 26th November, 2015 Director Director

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Mar 31, 2014

DEAR MEMBERS

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

Your Company''s performance during the year is summarized below:

Year ended Year ended 31st March, 2014 31st March, 2013 (Rs.in lacs) (Rs.in lacs)

Gross Income 15981.84 7465.88

Gross Profit/(Loss) 43.60 (0.15)

Less: Depreciation 0.06 5.47

Profit/(Loss)before Tax 43.54 (5.62)

Add: Deferred Tax 5.79 1.55

49.33 4.07

Less: Provision for Taxation 4.58 -

Net Profit/(Loss)after Tax 44.75 (4.07)

Add: Profit /(Loss)brought forward from previous year (278.04) (273.97)

Balance Profit/(Loss) Carried Forward (233.29) (278.04)



DIVIDEND

In absence of Profits, your Directors regret their inability to proposed Dividend.

PERFORMANCE AND OUTLOOK

The Gross Income for the year was Rs 15981.84 lacs against Rs 7465.88 Lacs in previous year and the net profit was Rs.44.75 lacs for the year against net loss of Rs. 4.07 lacs in previous year. The company shows better result during the year under review and expects more better financial results in ensuing year.

DIRECTORS

Shri Anil Kumar Saha (DIN:01698716) and Shri Narayan Chandra Biswas (DIN:05277504)Directors of the company retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That 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 Loss of the Company for the year under review.

iii) That 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) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

v) The Directors have laid down internal financial controls to be followed by the company and that such internal controls are adequate and were operating effectively.

vi) The Directors had devised proper systems to ensure compliance with the provisions of the applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the corporate governance standards prescribed by the Securities and Exchange Board of India (SEBI). A Report on corporate Governance alongwith certificate from Company Secretaries for its compliance as required under clause 49 of the listing agreement is attached.

DEMATERIALISATION OF SHARES

Your Company''s Shares are being traded in the dematerialized form and 71.08% of the Shares of the Company have been dematerialized upto 31.03.2014.

AUDITORS:

U.Narain & Company, Chartered Accountants, Kolkata Auditors of the company, will retire at the conclusion of the ensuing Annual General Meeting.They have signified their willingness to accept reappointment and have confirmed their eligibility under section 141 of the Companies Act,2013.Your Directors recommend their reappointment.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

STATUTORY REQUIREMENTS:

i) There were no employees whose particulars are to be given in terms of section 134 of the Companies Act,2013 (old section 217(2A) of the Companies Act 1956) read with the Companies (particulars of employees) rules thereunder.

ii) The Company being engaged in the trading business, the statement in regard to conservation of Energy, etc. under Section 134(3) of the Companies Act,2013 (old section 217(1)(e) of the Companies Act,1956) Rules,1988, is not required.

iii) Your company has not accepted and /or renewed any deposit from the public and/or shareholders during the year under review.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co- operation and assistance received from Bankers, and Business constituents. Your Directors would also like to place on record their deep appreciation of the continued support of shareholders.



Corporate Office: P-22,C.I.T Road,Scheme-55 FOR AND ON BEHALF OF THE BOARD Place: Kolkata- 700 014 Date: 30th May , 2014 ANIL KUMAR SAHA DIRECTOR

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Mar 31, 2013

DEAR MEMBERS

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

Your Company''s performance during the year is summarized below:

Year ended Year ended 31st March, 2013 31st March, 2012 (Rs.in lacs) (Rs.in lacs)

Gross Income 7465.88 3028.16

Gross Profit/(Loss) (0.15) 3.83

Less: Depreciation 5.47 5.48

Profit/(Loss)before Tax (5.62) (1.65)

Add: Deferred Tax 1.55 1.53

4.07 (0.12)

Less: Provision for Taxation 1.02

Net Profit/(Loss)after Tax (4.07) (1.14)

Add: Profit /(Loss)brought forward from previous year (273.97) (272.83)

Balance Profit/(Loss)

Carried Forward (278.04) (273.97)

DIVIDEND

In absence of Profits, your Directors regret their inability to proposed Dividend.

PERFORMANCE AND OUTLOOK

The Gross Income for the year was Rs 7465.88 lacs against Rs 3028.16 Lacs in previous year and the net loss was Rs 4.07 lacs for the year against net loss of Rs. 1.14 lacs in previous year. The company expects better financial results in ensuing year.

DIRECTORS

Shri Gautam Mehra and Shri Duli chand Karel Directors of the company retire by rotation and being eligible offers themselves for reappointment.

DIRECTORS''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That 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 Loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the corporate governance standards prescribed by the Securities and Exchange Board of India (SEBI). A Report on corporate Governance alongwith certificate from Company Secretaries for its compliance as required under clause 49 of the listing agreement is attached.

DEMATERIALISATION OF SHARES

Your Company''s Shares are being traded in the dematerialized form and 63.39% of the Shares of the Company have been dematerialized upto 31.03.2013.

AUDITORS:

U.Narain & Company, Chartered Accountants, Kolkata Auditors of the company, will retire at the conclusion of the ensuing Annual General Meeting.They have signified their willingness to accept reappointment and have confirmed their eligibility under section 224(1-B) of the Companies Act,1956.Your Directors recommend their reappointment.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

STATUTORY REQUIREMENTS:

None of the employee of the company has drawn salary in excess of the limit specified under Section 217(2A) of the Companies Act, read with the rules there under. The company being engaged in the trading business, the Statement in regard to conservation of Energy, etc. under Section 217(1) (e) Of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988, is not required. Your company has not accepted and /or renewed any deposit from the public and/or shareholders during the year under review.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co- operation and assistance received from Bankers, and Business constituents. Your Directors would also like to place on record their deep appreciation of the continued support of shareholders.

FOR AND ON BEHALF OF THE BOARD Place: Kolkata- 700 014

Date: 27th May, 2013 GAUTAM MEHRA

DIRECTOR

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Mar 31, 2012

DEAR MEMBERS

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

Your Company''s performance during the year is summarized below:

Year ended Year ended 31st March, 2012 31st March, 2011 (Rs.in lacs) (Rs.in lacs)

Gross Income 3000.55 6230.55

Gross Profit/(Loss) 3.83 4.05

Less: Depreciation 5.48 5.49

Profit/(Loss)before Tax (1.65) (1.44)

Add: Deferred Tax 1.53 1.27

(0.12) 0.17

Less: Provision for Taxation 1.02 1.18

NetProfit/(Loss) after Tax (1.14) (1.35)

Add: Profit /(Loss)brought forward from previous year (272.83) (271.48)

Balance Profit/(Loss) - -

Carried Forward (273.97) (272.83)

DIVIDEND

In absence of Profits, your Directors regret their inability to proposed Dividend.

PERFORMANCE AND OUTLOOK

The Gross Income for the year was Rs 3000.55 lacs against Rs 6230.55 Lacs in previous year and the net loss was Rs 1.14 lacs for the year against net loss of Rs.1.35 lacs in'' previous year. The company expects better financial results in ensuing year.

DIRECTORS

Shri Anil Kumar Saha, Director of the company retires by rotation and being eligible offers himself for reappointment.

Shri Gautam Mehra and Shri Narayan Chandra Biswas have been appointed as additional directors of the Company with effect from 28.03.2012. They hold office up to the ensuing Annual General Meeting. The Company has received notice from the members under section 257 of the Companies Act, 1956, proposing their candidature for each of them the office of Director.

Shri Kapil Mehra, Shri Siddhath Mehra ceased to be director of the Company with effect from 30.03.2012.Shri Amitabha Mukherjee also ceased to be director with effect from 01.08.2012.

Your Directors place on record their appreciation of the Contribution made by them during their tenure as independent directors on the Board.

DIRECTORS''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That 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 Loss of the Company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the corporate governance standards prescribed by the Securities and Exchange Board of India (SEBI). A Report on corporate Governance alongwith certificate from Company Secretaries for its compliance as required under clause 49 of the listing agreement is attached.

DEMATERIALISATION OF SHARES

Your Company''s Shares are being traded in the dematerialized form and 61.40% of the Shares of the Company have been dematerialized upto 31.03.2012.

AUDITORS:

U.Narain & Company, Chartered Accountants, Kolkata Auditors of the company, will retire at the conclusion of the ensuing Annual General Meeting. They have signified their willingness to accept reappointment and have confirmed their eligibility under section 224(1 -B) of the Companies Act,1956.Your Directors recommend their reappointment.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

STATUTORY REQUIREMENTS:

None of the employee of the company has drawn salary in excess of the limit specified under Section 217(2A) of the Companies Act, read with the rules there under. The company being engaged in the trading business, the Statement in regard to conservation of Energy, etc. under Section 217(1) (e) Of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988, is not required. Your company has not accepted and /or renewed any deposit from the public and/or shareholders during the year under review.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co- operation and assistance received from Bankers, and Business constituents. Your Directors would also like to place on record their deep appreciation of the continued support of shareholders.

FOR AND ON BEHALF OF THE BOARD

Place: Kolkata- 700 014

Date: 30th August, 2012 GAUTAM MEHRA

DIRECTOR

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Mar 31, 2011

DEAR MEMBERS

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

Your Company''s performance during the year is summarized below:

Year ended Year ended 31st March, 2011 31st March, 2010 (Rs.in lacs) (Rs.in lacs)

Gross Income 6230.55 4864.03

Gross Profit/(Loss) 4.05 8.11

Less: Depreciation 5.49 5.51

Profit/(Loss)before Tax (1.44) 2.60

Less: Provision for Taxation 0.09 0.81

Net Profit/(Loss)After Tax (1.35) 1.79

Add: Profit /(Loss)brought forward from previous year (271.48) (273.27)

Balance Profit/(Loss)

Carried Forward (272.83) (271.48)

DIVIDEND

In absence of Profits, your Directors regret their inability to proposed Dividend.

PERFORMANCE AND OUTLOOK

The Gross Income for the year was Rs. 6230.55 lacs against Rs 4864.03 Lacs in previous year and the net loss was Rs 1.35 lacs for the year against net income of Rs.1.79 lacs in previous year. The company expects & better financial results in ensuing year.

DIRECTORS

Shri Amitabha Mukherjee and Shri Duli Chand Karel, Directors of the company retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That 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 loss of the Company for the year under review.

iii)That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv)That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

CORPORATE GOVERNANCE

Your Directors affirm their commitments to the corporate governance standards prescribed by the Securities and Exchange Board of India (SEBI). A Report on corporate Governance alongwith certificate from Company Secretaries for its compliance as required under clause 49 of the listing agreement is attached.

DEMATERIALISATION OF SHARES

Your Company''s Shares are being traded in the dematerialized form and over 59.19% of the Shares of the Company have been dematerialized.

AUDITORS:

U.Narain & Company, Chartered Accountants, Kolkata Auditors of the company, will retire at the conclusion of the ensuing Annual General Meeting.They have signified their willingness to accept reappointment and have confirmed their eligibility under section 224(1-B) of the Companies Act,1956.Your Directors recommend their reappointment.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

STATUTORY REQUIREMENTS:

None of the employee of the company has drawn salary in excess of the limit specified under Section 217(2A) of the Companies Act, read with the rules there under. The company being engaged in the trading business, the Statement in regard to conservation of Energy, etc. under Section 217(1) (e) Of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988, is not required. Your company has not accepted and /or renewed any deposit from the public and/or shareholders during the year under review.

ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance received from Bankers, and Business constituents.

Your Directors would also like to place on record their deep appreciation of the continued support of shareholders.

FOR AND ON BEHALF OF THE BOARD

Place: Kolkata- 700 014

Date: 30th August, 2011 ANIL KUMAR SAHA

DIRECTOR