Directors Report of DHP India Ltd.

Mar 31, 2018

TO THE MEMBERS

The Directors are pleased to present the Company’s Twenty-Seventh Annual Report and Company’s Standalone Ind AS Audited Financial Statement of Accounts for the Financial Year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS :

The Board’s Report shall prepared based on the standalone financial statements of the Company for the year ended March 31, 2018 as per Ind AS format is summarized below :- (Rs. in Lacs)

	Year ended	Year ended
Particulars	31.03.2018	31.03.2017
Revenue from Operations (net)	5324.44	4726.85
Other Income	577.32	533.91
Total Revenue including Other Comprehensive Income	5901.76	5260.76
Profit Before Finance Cost, Depreciation & Tax	1802.46	1681.17
Less : Finance Cost	(-) 22.70	(-) 22.02
Less : Depreciation	(-) 135.44	M 146.52
Profit Before Tax {and profit before exceptional and extraordinary items}	1644.32	1512.63
Less : Provision for Taxation (inclusive of adjustment of deferred tax asset)	M 351.44	M 417.33
Profit After Tax for the year of Continuing and Total Operation	1292.88	1095.30
Add : Profit brought forward from previous year	206.02	72.93
Profit Available for Appropriation	1498.90	1168.23
Appropriations
Dividend Declared in F.Y.2017-18 (Proposed Dividend of F.Y. 2016-17) &
in F.Y. 2016-17 (Proposed Dividend of F.Y. 2015-16)	(-) 60.00	(-) 60.00
Tax payment of Declared Dividend	(-) 12.21	(-) 12.21
Transfer to General Reserve	M 1425.00	(-) 890.00
Surplus Carried to Balance Sheet	1.69	206.02
Net Worth (Capital employed at the year end)	5896.69	4676.02
Book Value of Shares at the year end (Amount in	196.56	155.87
Earning per Share (Amount in Rs.)	43.10	36.51

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2017 with a transition date of April 1, 2016. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind As is applicable to the Company from April 1, 2017. The reconciliation and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note No.26 in the notes of accounts in the Standalone Ind AS Financial statement.

DIVIDEND

Your Directors have recommended a dividend of Rs. 2.50 per Equity Share (Previous year of Rs. 2/- per Equity Shares) for the financial year ended March 31, 2018, i.e. @25% 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. 90.42 lacs (inclusive of tax on dividend of ^ 15.42 lacs). .

TRANSFER OF RESERVES

The Company proposes to transfer Rs. 1,450.00 lacs to the General Reserve out of the amount available for appropriation. The Other Equity i.e. Reserves & Surplus thereafter will stand as on March 31, 2018 at Rs. 5596.69 lacs at a Book value of Rs. 196.56 per Equity Share.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

Your Company’s operation during the year was satisfactory. The total revenue during the year was increased to 12.18% in comparison with its previous year, similarly the profit before tax during the year was increased to 8.71% in comparison with its previous year and profit after tax during the year was increased to 18.04% in comparison with its previous year. 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 .

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Chanees in Directors and Key Managerial Personnel.

Mr. Tarun Kumar Das, Company Secretary of the Company resign from the Board w.e.f. 30/12/2017. The Board placed on record its valuable contribution made by him during the tenure as Company Secretary of the Company. Ms. Suruchi Tiwari, a Associate Member of the Institute of Company Secretaries of India, is appointed as Company Secretary of the Company w.e.f. 13/01/2018

b) Proposed Changes in Directors and Key Managerial Personnel seeking approval of ensuing AGM

Mr. Janak Bhardwaj (DIN-00047641), a Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment and the same proposed in notice.

c) 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.

d) 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 nonexecutive directors and executive directors. The Remuneration paid to Directors & Other Key Managerial Personnel are evaluated by the “Nomination and Remuneration Committee” of the Company on yearly basis.

e) Number of meetings of the Board of Directors :

Five meetings of the Board of Directors were held during the financial year 2017-18 i.e. year ended 31/03/2018. For further details, please refer report on Corporate Governance of this Annual Report.

f) Policy of Directors’ Appointment and Remuneration :

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2018, the Board consist of 6 members, one of whom is non-rotational executive director, one of whom is executive (liable to retire by rotation), one of whom is women (liable to retire by rotation) and rest three are independent (non-rotational). The Board periodically evaluates the need for change in its composition and size.

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of the directors’ report.

g) Familiarisation Programme for Independent Directors ;

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) 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, 2018 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, 2018 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, 2018 on a ‘going concern’ basis as per Ind AS format.

(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.

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. There has been no change in the nature of business of the Company.

SIGNIFICANT CHANGES

This year implemented Ind AS format for preparing of Annual Report. The Company has adopted Ind AS with effect from 1^st April, 2017 with comparatives being restated. Accordingly the impact of transition has been provided in Opening Reserves as at P'' April, 2016 and all the periods presented have been restated. No other significant 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.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The details in respect of internal financial control and their adequacy are included in the management Discussion & Analysis, which forms part of this report. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairman of the Audit Committee of the Board of Director of the Company in appropriate or exceptional cases.

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 the all risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks. *

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors & their Statutory Audit Report

The Existing & Current Statutory Auditor M/s. D TIWARI & ASSOCIATES, Chartered Accountants, (Firm Registration No. 32895IE), hold office until the ensuing TWENTY-SEVENTH ANNUAL GENERAL MEETING and thereafter, he retire as per provision of the Companies Act, 2013.

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 26.3 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.

Now as per requirement of Section 139(4) of the Companies Act, 2013, read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee & Board proposed to appoint a New Statutory Auditors in place of existing, who retire at ensuing Annual General Meeting. The New Statutory Auditors M/s. Navin Nayar & Co., Chartered Accountants (Firm Registration No. 317117E), have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and they are not disqualified for appointment proposed to appoint statutory audit of books of accounts of the Company for a Block of Five (5) years from Financial Year 2018-19 to Financial Year 2022-23 (from 01/04/2018 to 31/03/2023) on a remuneration to be mutually decided by the Board and the Auditors.

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 2017-18 (Year ended 31/03/2018) and also appointed for next Financial Year 2018-19 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 2017-18 (Year ended 31/03/2018) and also appointed for next Financial Year 2018-19 as Secretarial Auditor. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed in a separate report namely “Secretarial Audit Report” in Form No. MR-3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

The Existing & Current Internal Auditor M/s. G. L. Singhal & Co. Chartered Accountants resign from the Company. The Board placed on record its valuable contribution made by him during the tenure as Internal Auditor of the Company.

Mr. Timir Baran. Hazra, Chartered Accountants, a practicing Chartered Accountants and Member of the Institute of Chartered Accountants of India, is appointed as Internal Auditors of the Company for Financial Year 2018-19 (from 01-04-2018 to 31/03/2019).

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with 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 as of March 31, 2018 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, in Form No. MGT - 9 shall form part of the Board’s Report given in a separate Annexure - “11” 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.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, Company provides for diversity and equal opportunities to all employees across the Company, based on merit and ability. The cultures of the Company ensure the aspects of work-life balance for employees, especially for women and are suitably addressed. During the year, no complaints of sexual harassment were received.

AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION COMMITTEE AND CSR COMMITTEE

The Nomination and Remuneration Committee comprises two Non-Executive Independent Director namely Mr. Buddhadeb Basu (Chairman) & Mr. Surajit Raha (Member) and one Non-Executive & Women Director Mrs. Anjum Dhandhania (Member). All the recommendations made by the Nomination and Remuneration 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 (Member) and one Non-Executive & Independent Director namely Mr. Surajit Raha (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. 6 & 9 to the Standalone Ind As 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. 25.8 of the Standalone Ind AS Financial Statement which sets out related party disclosures as per Ind AS - 24.

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 Regulation 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31^st March, 2018, as 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. D TIWARI & ASSOCIATES, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 & Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31^s1 March, 2018, 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.

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.

Place : Kolkata For and on behalf of the Board of Directors

Dated : 14^th day of May, 2018 ASHEESH DABRIWAL

Managing Director & C.E.O.

(DIN - 00044783)

---

Mar 31, 2016

TO THE MEMBERS

The Directors are pleased to present their Twenty-Fifth Annual Report on the business and operations of the Company and the Audited Statement of Accounts for the Financial Year ended 31st March, 2016.

FINANCIAL HIGHLIGHTS :

The Board’s Report shall prepared based on the standalone financial statements of the Company for the year ended March 31, 2016 is summarized below :-__(Rs, in Lacs)

---- --_7 _ .	Year ended	Year ended
Particulars	31.03.2016	31.03.2015
Revenue from Operations (net) Other Income Total Revenue	3669.68 273.10 3942.78	4076.97 138.76 4215.73
Profit Before Finance Cost, Depreciation & Tax Less : Finance Cost Less: Depreciation Profit Before Tax {and profit before exceptional and extraordinary items} Less : Provision for Taxation (inclusive of adjustment of deferred tax asset)	840.49 (-) 33.88 (-) 160.61 646.00 155.66	1075.35 (-) 18.02 199.75 857.58 (-) 280.78
Profit After Tax for the year of Continuing and Total Operation	490.34	576.80
Add : Profit brought forward from previous year	2.59	4.79
Profit Available for Appropriation	492.93	581.59
Appropriations Proposed Dividend on Equity Shares Rs, 21- per share (Previous Yr. f 1.50 per share) Provision for Tax on Dividend	(-) 60.00 (-) 12.21	(-) 45.00 (-) 9.00
Transfer to General Reserve __	420.00	525.00
Surplus Carried to Balance Sheet	0.72	2.79
Net Worth (Capital employed at the yearend) Book Value of Shares at the yearend (Amount in Rs,) Earnings per Share (Amount in Rs,)__	3580.72 119.36 16.34	3162.59 105.42 19.23

DIVIDEND

Your Directors have recommended a dividend of Rs, 2/- per Equity Share (Previous year of Rs, 1.50 per Equity Shares) for the financial year ended March 31, 2016, i.e. @20% 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, 72.21 lacs (inclusive of tax on dividend of Rs, 12.21 lacs).

TRANSFER OF RESERVES

The Company proposes to transfer Rs, 420.00 lacs to the general reserve out of the amount available for appropriation. The Reserves & Surplus thereafter will stand as on March 31, 2016 at Rs, 3280.72 lacs at a Book value of Rs, 119.36 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 @6.47% in comparison with its previous year, similarly the profit before tax during the year was decreased @24.67% in comparison with its previous year and profit after tax during the year was decreased @14.99% 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 .

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Changes in Directors and Key Managerial Personnel approved in previous AGM dt.28/09/2015.

During the year under review, the following changes took place in the Board of Directors & Key Managerial Personnel of your Company, approved in the previous Annual General Meeting Dt. 28/09/2015 :-

1) Mrs. Anjum Dhandhania (DIN-00058506), a Non-Executive Women Director of the Company, retire by rotation & already re-appointed in the previous AGM dated 28^th September, 2015.

2) Mr. Surajit Raha (DIN-07019436), a Non-Rotational Independent Director of the Company, already re-appointed for 5 year terms (from September 28, 2015 to September 27, 2020) in the previous AGM dated 28^th September, 2015.

3) The Remuneration of Mr. Asheesh Dabriwal (DIN-00044783), Managing Director of the Company, have been increased From Rs. 1,00,000/- per month as basic pay to Rs.2,50,000/- per month as basic pay plus other terms and agreement with effect from 01/04/2015 to 31/03/2019, already approved in the previous AGM dated 28^th September, 2015.

b) Proposed Changes in Directors and Key Managerial Personnel seeking approval of ensuing AGM

Mr. Janak Bhardwaj (DIN-00047641), a Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment and the same proposed in notice.

c) 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.

d) 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 “Nomination and Remuneration Committee” of the Company on yearly basis.

e) Number of meetings of the Board of Directors :

Eight meetings of the Board of Directors were held during the financial year 2015-16 i.e. year ended 31/03/2016. For further details, please refer report on Corporate Governance of this Annual Report.

f) Policy of Directors’ Appointment and Remuneration :

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2016, the Board consist of 6 members, one of whom is non-rotational executive director, one of whom is executive (liable to retire by rotation), one of whom is women (liable to retire by rotation) and rest three are independent (non-rotational). The Board periodically evaluates the need for change in its composition and size.

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of the directors’ report.

g) Familiarisation Programme for Independent Directors :

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) 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, 2016 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, 2016 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, 2016 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.

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

No significant 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.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The details in respect of internal financial control and their adequacy are included in the management Discussion & Analysis, which forms part of this report. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairman of the Audit Committee of the Board of Director of the Company in appropriate or exceptional cases.

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 the all risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks.

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-FIFTH ANNUAL GENERAL MEETING and are eligible for reappointment. 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 25 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 201516 (Year ended 31/03/2016) and also appointed for next Financial Year 2016-17 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 2015-16 (Year ended 31/03/2016) and also appointed for next Financial Year 2016-17 as Secretarial Auditor. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed in a separate report namely “Secretarial Audit Report” in Form No. MR-3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with 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 as of March 31, 2016 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, 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.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, Company provides for diversity and equal opportunities to all employees across the Company, based on merit and ability. The cultures of the Company ensure the aspects of work-life balance for employees, especially for women and are suitably addressed. During the year, no complaints of sexual harassment were received.

Cont page - 5

AUDIT COMMITTEE

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

NOMINATION AND REMUNERATION COMMITTEE AND CSR COMMITTEE

The Nomination and Remuneration 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 Nomination and Remuneration 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. 11 & 15 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. 25.8 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 of the Company with the Stock Exchanges for the period from 1^st April’ 2015 to 30^th November, 2015 and as per Regulation 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from 1^st December, 2015 to 31^st March, 2016, as 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 & Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreements of the Company with the Stock Exchanges for the period from 1^st April’ 2015 to 30 November, 2015 and as per Regulation 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period from 1^st December, 2015 to 31^st March, 2016, 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.

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.

Place : Kolkata For and on behalf of the Board of Directors

Dated : 30th day of May , 2016 SD/-

ASHEESH DABRIWAL

Managing Director & C.E.O.

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Mar 31, 2015

DEAR MEMBERS,

The 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.

FINANCIAL HIGHLIGHTS :

The Board's Report shall prepared based on the standalone financial statements of the Company for the year ended March 31, 2015 is summarized below :-

(Rs. in Lacs)

Year ended Year ended

Particulars 31.03.2015 31.03.2014

Revenue from Operations (net) 4076.97 4951.45

Other Income 158.54 67.42

Total Revenue 4235.51 5018.87

Profit Before Finance Cost, Depreciation & Amortisation & Tax 1075.35 1255.16

Less : Finance Cost (-) 18.01 (-) 8.10

Less : Depreciation & Amortisation (-) 199.76 (-) 138.47

Profit Before Tax {and profit before exceptional and extraordinary items} 857.58 1108.59

Less : Provision for Taxation (inclusive of adjustment of deferred tax assets/liabilities) (-) 280.78 (-) 368.35

Profit After Tax for the year of Continuing and Total Operation 576.80 740.24

Add : Profit brought forward from previous year 4.79 1.85

Profit Available for Appropriation 581.59 742.09

Appropriations

Proposed Dividend on Equity Shares (Rs. 1.50 per share) (-) 45.00 (-) 45.00

Provision for Tax on Dividend (-) 9.00 (-) 7.30

Transfer to General Reserve (-) 525.00 (-) 685.00

Surplus Carried to Balance Sheet 2.59 4.79

Net Worth (Capital employed at the year end) 3162.59 2639.79

BookValueof Shares at the year end (Amount in Rs.) 105.42 87.99

Earning per Share (Amount in Rs.) 19.23 24.67

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

Place : Kolkata ASHEESH DABRIWAL Dated : 30th day of June, 2015 Managing Director & C.E.O.

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Mar 31, 2014

TO THE MEMBERS

The Directors are pleased to present the Twenty-Third Annual Report and the Audited Statement of Accounts for the Financial Year ended 31st March, 2014.

CORPORATE OVERVIEW :

DHP India Limited is a Manufacturing Company of LP Gas Regulator (Liquified Petroleum Gas Regulator), its accessories and parts thereof. The Registered Office of the Company is situated in Kolkata & its Factory is situated in Howrah District, West Bengal.

The Company prepares its financial statements in compliance with the requirement of the Companies Act, 1956, and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on the historical cost basis.

FINANCIAL RESULTS :

The performance of the Company for the financial year ended March 31, 2014 is summarised below :-

(fin Lacs)

Year ended Year ended Particulars 31.03.2014 31.03.2013

Revenue from Operations (net) 4951.45 2538.27

Other Income 67.42 37.53

Total Revenue 5018.87 2575.80

Profit Before Finance Cost, Depreciation & Amortisation & Tax 1255.16 629.05

Less : Finance Cost (-) 8.10 (-) 13.50

Less : Depreciation & Amortisation (-) 138.47 (-) 118.60

Profit Before Tax {and profit before exceptional and extraordinary items} 1108.59 496.95

Less : Provision for Taxation (inclusive of adjustment of deferred tax assets/liabilities) (-) 368.35 (-) 163.85

Profit After Tax for the year of Continuing and Total Operation 740.24 333.10

Add : Profit brought forward from previous year 1.85 3.62

Profit Available for Appropriation 742.09 336.72

Appropriations

Proposed Dividend on Equity Shares ( f 1.50 per share) (-) 45.00 (-) 30.00

Provision for Tax on Dividend (-) 7.30 (-) 4.87

Transfer to General Reserve (-) 685.00 (-) 300.00

Surplus Carried to Balance Sheet 4.79 1.85

Net Worth (Capital employed at the year end) 2639.79 1951.85

Book Value of Shares at the year end (Amount in ^) 87.99 65.06

Earning per Share (Amount in f) 24.67 11.10

OPERATIONS

Your Company''s operation during the year was satisfactory. The revenue from operations & total revenue are increased from its previous year and profit before tax & profit after tax are increased from its previous year.

FUTURE PROSPECTS

There is 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 .

DIVIDEND AND RESERVES

Your Directors have recommended a dividend of Rs 1.50 per Equity Share (Previous year of Rs 1/- per Equity Shares) for the financial year ended March 31, 2014, 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 52.30 lacs (inclusive of tax on dividend of Rs 7.30 lacs). The Reserves & Surplus thereafter will stand at Rs 2339.79 lacs at a Book value of Rs 87.99 per Equity Share.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from public under Section 58A of the Companies Act, 1956 and the Rules made there under.

COMPLIANCE

The Company has not defaulted by SEBI / Depositories / Stock Exchanges / Any Financial Institution / Any Government & Semi-Government authorities for any compliances.

PROMOTER GROUP

Pursuant to an intimation from Promoters, the names of the Promoters and entities comprising "group" as defined under Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report of the Company for the purpose of Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

DIRECTORS

The Company had, pursuant to provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Sri Buddhadeb Basu, Dr. Subrata Haldar & Sri Vijay Swaminathan as Independent Director of the Company.

As per section 149 of the Companies Act, 2013, which come into effect from April 1, 2014, every listed company is required to have at least one woman director and at least one-third of its total number of directors as Independent Director (not retire by rotation). In accordance with the provisions of section 149 of the Companies Act, 2013, Sri Buddhadeb Basu, Dr. Subrata Haldar & Sri Vijay Swaminathan, are appointed as Independent Director (as non-rotational director) to hold office at their tenure of appointment for a further period of five years mentioned in the Notice of forthcoming Annual General Meeting of the Company.

The Board of Directors of the Company, at its meeting held at April 16, 2014 has, subject to approval of Shareholders/Members, re-appointed Mr. Asheesh Dabriwal as Managing Director of the Company, for a further period of 5 years (from 01/04/2014 to 31/03/2019),on a revised remuneration approved by the Board.

Shri Janak Bhardwaj, Directors of the Company, retire from office by rotation in accordance with the requirements of the Companies Act, 1956, and the provision of Article 126 of the Articles of Association of the company and being eligible offer himself for re-appointment.

None of the Directors of the Company are disqualified as per section 274(1)(g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Brief particulars and expertise of these Directors have been given in this Report on the Corporate Governance and in the Notice of the ensuing Annual General meeting of the Company.

DIRECTORS'' 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 Annual Accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and the profit of the Company for the year ended on that date under review;

(iii) that the directors had 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 had prepared the accounts for the financial year ended 31st March, 2014 on a ''going concern'' basis.

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 Section 217(1)(e) of the Companies Act, 1956 are given in a separate Annexure – I attached hereto and form part of the Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices as prevalent globally.

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 Annexure – II.

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 annexed to this Report.

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 marked Annexure – III.

AUDITORS AND AUDITORS'' REPORT

M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the TWENTY-SECOND ANNUAL GENERAL MEETING and are recommended for re-appointment. As required under section 224 of the Companies Act, 1956, the Company has obtained a written certificate from them to the effect that their re-appointment as Auditors, if made, would be in conformity with the limits prescribed in the said section.

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 25 of the Accounts. These are self explanatory and do not call for further comments.

COST AUDITORS

Consequent upon the notification of the Product or Activity Group classification published vide S.O. 1747 (E) dated 7th August, 2012 and in suppression of the earlier General Circular No.15/2011 [52/5/CAB-2011] dated 11th April,2011, the Ministry of Corporate Affairs, Cost Audit Branch, Government of India issued the Order No. F. No. 52/26/CAB-2010 dated 24th January, 2012, your Director 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 2013-14 and also proposed for next Financial Year 2014-15 as Cost Auditor, subject to such approvals as may be applicable.

Necessary certification and consent letter from the said Auditors for both year has been obtained to the effect & intimated to the Central Government to the effect that their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed and traded on The Calcutta Stock Exchange Ltd., Kolkata {Securities Code No.10014058} and Bombay Stock Exchange Ltd. (BSE), Mumbai {Securities Code No.531306} and the Listing Fees for the Financial Year 2014-15 have already been paid.

DEPOSITORY SYSTEM

Trading in equity shares of your Company in the dematerialised form is compulsory for all the shareholders in terms of notification issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved a high level of dematerialisation with about 97.64% of total number of equity shares being held in electronic mode with NSDL and CDSL. The custodian fees for the Financial Year 2014-15 have already been paid.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT TO "INVESTOR EDUCATION AND PROTECTION FUND"

Pursuant to the provisions of Section 205(A)(5) of the Companies Act, 1956, the declared dividends on equity shares which remained unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act. The Company has, during the year under review, transferred a sum of ^29,105/- to Investor Education and Protection Fund, in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amounts represents dividend of financial year ended 31/03/2006, which was declared on 31/08/2006 and the same amount was transferred to Investor Education & Protection Fund on 06/09/2013. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on the date of last Annual General Meeting on the website of the Ministry of Corporate Affairs.

PERSONNEL

Particulars of employees pursuant to the provision of Section 217(2A) of the Companies Act, 1956 are NIL.

INDUSTRIAL RELATIONS

The industrial relations continue to be generally peaceful and cordial.

ACKNOWLEDGEMENT

Your Directors acknowledge the recognition given and trust reposed in your Company by Investors, Banks, Securities and Exchange Board of India, Stock Exchanges and other Government Agencies. Your Directors would also like to thank the Bureau of Indian Standards (BIS), Chief Controller of Explosives (CCOE), and business customers for all the support given by them.

For and on behalf of the Board of Directors

Place : Kolkata ASHEESH DABRIWAL

Dated : 18th day of July, 2014. Managing Director & C.E.O.

---

Mar 31, 2013

TO THE MEMBERS

The Directors are pleased to present the Twenty-Second Annual Report and the Audited Statement of Accounts for the Financial Year ended 31st March, 2013.

CORPORATE OVERVIEW :

DHP India Limited is a Manufacturing Company of LP Gas Regulator (Liquified Petroleum Gas Regulator), its accessories and parts thereof. The Registered Office of the Company is situated in Kolkata & its Factory is situated in Howrah District, West Bengal.

The Company prepares its financial statements in compliance with the requirement of the Companies Act, 1956, and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on the historical cost basis.

FINANCIAL RESULTS :

The performance of the Company for the financial year ended March 31, 2013 is summarised below :-

(Rs.in Lacs)

Year ended Year ended Particulars 31.03.2013 31.03.2012

Revenue from Operations (net) 2538.27 2497.40

Other Income 37.53 5.09

Total Revenue 2575.80 2502.49

Profit Before Finance Cost, Depreciation & Amortisation & Tax 629.05 681.36

Less : Finance Cost (-) 13.50 (-) 23.39

Less : Depreciation & Amortisation (-) 118.60 (-) 121.92

Profit Before Tax {and profit before exceptional and extraordinary items} 496.95 536.05

Less : Provision for Taxation (inclusive of adjustment of deferred tax assets/liabilities) (-) 163.85 (-) 179.71

Profit After Tax for the year of Continuing and Total Operation 333.10 356.34

Add : Profit brought forward from previous year 3.62 4.28

Profit Available for Appropriation 336.72 360.62

Appropriations

Proposed Dividend on Equity Shares ( Rs. 1 per share) (-) 30.00 Nil

Provision for Tax on Dividend (-) 4.87 Nil

Transfer to General Reserve (-) 300.00 (-) 357.00

Surplus Carried to Balance Sheet 1.85 3.62

Net Worth (Capital employed at the year end) 1951.85 1653.62

Book Value of Shares at the year end (Amount in Rs.) 65.06 55.12

Earning per Share (Amount in Rs.) 11.10 11.88

OPERATIONS

Your Company''s operation during the year was satisfactory. The revenue from operations & total revenue are increased from its previous year and profit before tax & profit after tax are marginally decreased from its previous year.

FUTURE PROSPECTS

There is 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.

DIVIDEND AND RESERVES

Your Directors have recommended a dividend ofRs. 1 per Equity Share (Previous year Nil) for the financial year ended March 31, 2013, i.e. @10% 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 off 34.87 lacs (inclusive of tax on dividend off 4.87 lacs). The Reserves & Surplus thereafter will stand at Rs. 1651.85 lacs at a Book value of Rs. 65.06 per Equity Share.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from public under Section 58A of the Companies Act, 1956 and the Rules made there under.

COMPLIANCE

The Company has not defaulted by SEBI/Depositories/Stock Exchanges/Any Financial Institution/ Any Government & Semi-Government authorities for any compliances.

PROMOTER GROUP

Pursuant to an intimation from Promoters, the names of the Promoters and entities comprising ''group” as defined under Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report of the Company for the purpose of Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

DIRECTORS

Shri Vijay Swaminathan and Smt. Anjum Dhandhania, Directors of the Company, retire from office by rotation in accordance with the requirements of the Companies Act, 1956, and the provision of Article 126 of the Articles of Association of the company and being eligible offer themselves for re-appointment.

None of the Directors of the Company are disqualified as per section 274(1)(g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Brief particulars and expertise of these Directors have been given in this Report on the Corporate Governance and in the Notice of the ensuing Annual General meeting of the Company.

DIRECTORS'' 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 Annual Accounts for the financial year ended 31st March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and the profit of the Company for the year ended on that date under review;

(iii) that the directors had 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 had prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

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 Section 217(1)(e) of the Companies Act, 1956 are given in a separate Annexure – I attached hereto and form part of the Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices as prevalent globally.

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 Annexure – II.

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 annexed to this Report.

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 marked Annexure –III.

AUDITORS AND AUDITORS'' REPORT

M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the TWENTY-SECOND ANNUAL GENERAL MEETING and are recommended for re-appointment. As required under section 224 of the Companies Act, 1956, the Company has obtained a written certificate from them to the effect that their re-appointment as Auditors, if made, would be in conformity with the limits prescribed in the said section.

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 25 of the Accounts. These are self explanatory and do not call for further comments.

COST AUDITORS

Consequent upon the notification of the Product or Activity Group classification published vide S.O. 1747(E) dated 7th August, 2012 and in suppression of the earlier General Circular No.15/2011 [52/5/CAB-2011] dated 11th April, 2011, the Ministry of Corporate Affairs, Cost Audit Branch, Government of India issued the Order No. F. No. 52/26/CAB-2010 dated 24th January, 2012, your Director 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 2012-13 and also proposed for next Financial Year 2013-14 as Cost Auditor, subject to such approvals as may be applicable.

Necessary certification and consent letter from the said Auditors for both year has been obtained to the effect & intimated to the Central Government to the effect that their appointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

SECRETARIAL AUDIT REPORT

Your Company voluntarily appointed M/s. Sushil Tiwari & Associates, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2013. The Secretarial Audit Report addressed to the Board of Directors of the Company is attached to this Annual Report. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, The Companies (Amendment) Act, 2006, Depositories Act, 1996, Listing Agreement with the Stock Exchanges, Securities Contract (Regulation) Act, 1956 and all the Regulations of SEBI as applicable to the Company, including SEBI (Disclosure and Investor Protection) Guidelines, 2000. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations, 1992.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed and traded on The Calcutta Stock Exchange Ltd., Kolkata {Securities Code No.10014058} and Bombay Stock Exchange Ltd. (BSE), Mumbai {Securities Code No.531306} and the Listing Fees for the Financial Year 2013-14 have already been paid.

DEPOSITORY SYSTEM

Trading in equity shares of your Company in the dematerialised form is compulsory for all the shareholders in terms of notification issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved a high level of dematerialisation with about 97.64% of total number of equity shares being held in electronic mode with NSDL and CDSL. The custodian fees for the Financial Year 2013-14 have already been paid.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT TO ''INVESTOR EDUCATION AND PROTECTION FUND”

Pursuant to the provisions of Section 205(A)(5) of the Companies Act, 1956, the declared dividends on equity shares which remained unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act. The Company has, during the year under review, transferred a sum of Rs.48,700/- to Investor Education and Protection Fund, in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amounts represents dividend of financial year ended 31/03/2005, which was declared on 31/08/2005 and the same amount was transferred to Investor Education & Protection Fund on 05/09/2012.

PERSONNEL

Particulars of employees pursuant to the provision of Section 217(2A) of the Companies Act, 1956 are NIL.

INDUSTRIAL RELATIONS

The industrial relations continue to be generally peaceful and cordial.

ACKNOWLEDGEMENT

Your Directors acknowledge the recognition given and trust reposed in your Company by Investors, Banks, Securities and Exchange Board of India, Stock Exchanges and other Government Agencies. Your Directors would also like to thank the Bureau of Indian Standards (BIS), Chief Controller of Explosives (CCOE), and business customers for all the support given by them.

For and on behalf of the Board of Directors

Place : Kolkata ASHEESH DABRIWAL

Dated : 25th day of July, 2013. Managing Director & C.E.O.

---

Mar 31, 2012

The Directors are pleased to present the Twenty-First Annual Report and the Audited Statement of Accounts for the Financial Year ended 31st March, 2012.

CORPORATE OVERVIEW:

DHP India Limited is a Manufacturing Company of LP Gas Regulator (Liquefied Petroleum Gas Regulator), its accessories and parts thereof. The Registered Office of the Company is situated in Kolkata & its Factory is situated in Howrah District, West Bengal.

The Company prepares its financial statements in compliance with the requirement of the Companies Act, 1956, and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on the historical cost basis.

FINANCIAL RESULTS :

The performance of the Company for the financial year ended March 31, 2012 is summarised below (Rs in Lacs)

Year ended Year ended Particulars 31.03.2012 31.03.2011

Revenue from Operations (net) 2497.40 2344.74

Other Income 5.75 8.49

Total Revenue 2503.15 2353.23

Profit Before Finance Cost, Depreciation & Amortisation & Tax 681.36 539.06

Less: Finance Cost (-) 23.39 (-) 40.16

Less: Depreciation & Amortisation (-) 121.92 (-) 101.75

Profit Before Tax {and profit before exceptional and extraordinary items} 536.05 397.15

Less: Provision for Taxation (inclusive of adjustment of deferred tax assets/liabilities) (-) 179.71 (-) 136.76

Profit After Tax for the year of Continuing and Total Operation 356.34 260.39

Add: Profit brought forward from previous year 4.28 3.89

Profit Available for Appropriation 360.62 264.28

Appropriations

Transfer to General Reserve (-) 357.00 (-) 260.00

Surplus Carried to Balance Sheet 3.62 4.28

Net Worth (Capital employed at the year end) 1653.62 1297.28

Book Value of Shares at the year end (Amount in Rs) 55.12 43.24

Earning per Share (Amount in Rs) 11.88 8.68

OPERATIONS

Your Company's operation during the year was satisfactory. The revenue from operations, total revenue, profit before tax and profit after tax all are increased from its previous year.

FUTURE PROSPECTS

There is 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.

DIVIDEND AND RESERVES

In view of the business strategies, there being a need to conserve resource, no dividend is recommended during the year under review. The Reserves & Surplus thereafter will stand at Rs 1353.62 lacs at a Book value of ? 55.12 per Equity Share.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from public under Section 58A of the Companies Act, 1956 and the Rules made there under.

COMPLIANCE

The Company has not defaulted by SEBI / Depositories / Stock Exchanges / Any Financial Institution / Any Government & Semi-Government authorities for any compliances.

PROMOTER GROUP COMPANIES

Pursuant to an intimation from Promoters, the names of the Promoters and entities comprising "group" as defined under Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report of the Company for the purpose of Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 & 2011.

DIRECTORS

Shri Janak Bhardwaj and Dr. Subrata Haidar, Directors of the Company, retire from office by rotation in accordance with the requirements of the Companies Act, 1956, and the provision of Article 126 of the Articles of Association of the company and being eligible offer themselves for re-appointment.

None of the Directors of the Company are disqualified as per section 274(1)(g) of the Companies Act, 1956. The Directors have made

necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Brief particulars and expertise of these Directors have been given in this Report on the Corporate Governance and in the Notice of the ensuing Annual General meeting of the Company.

DIRECTORS' 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 Annual Accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and the profit of the Company for the year ended on that date under review;

(iii) that the directors had 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 had prepared the accounts for the financial year ended 31st March, 2012 on a ‘going concern' basis.

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 Section 217(1)(e) of the Companies Act, 1956 are given in a separate Annexure -I attached hereto and form part of the Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices as prevalent globally.

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 Annexure -II.

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 annexed to this Report.

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 marked Annexure -III.

AUDITORS AND AUDITORS'REPORT

M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the TWENTY-FIRST ANNUAL GENERAL MEETING and are recommended for reappointment. As required under section 224 of the Companies Act, 1956, the Company has obtained a written certificate from them to the effect that their re-appointment as Auditors, if made, would be in conformity with the limits prescribed in the said section.

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 24 of the Accounts. These are self explanatory and do not call for further comments.

SECRETARIAL AUDIT REPORT

Your Company voluntarily appointed M/s. Sushil Tiwari & Associates, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2012. The Secretarial Audit Report addressed to the Board of Directors of the Company is attached to this Annual Report. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the

Companies Act, 1956, The Companies (Amendment) Act, 2006, Depositories Act, 1996, Listing Agreement with the Stock Exchanges, Securities Contract (Regulation) Act, 1956 and all the Regulations of SEBI as applicable to the Company, including SEBI (Disclosure and Investor Protection) Guidelines, 2000, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 & 2011 and SEBI (Prohibition of Insider Trading) Regulations, 1992.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed and traded on The Calcutta Stock Exchange Ltd., Kolkata {Securities Code No.10014058} and Bombay Stock Exchange Ltd. (BSE), Mumbai {Securities Code No.531306) and the Listing Fees for the Financial Year 2012-13 have already been paid.

DEPOSITORY SYSTEM

Trading in equity shares of your Company in the dematerialised form is compulsory for all the shareholders in terms of notification issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved a high level of dematerialisation with about 97.62% of total number of equity shares being held in electronic mode with NSDL and CDSL. The custodian fees for the Financial Year 2012-13 have already been paid.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT TO "INVESTOR EDUCATION AND PROTECTION FUND"

Pursuant to the provisions of Section 205(A)(5) of the Companies Act, 1956, the declared dividends on equity shares which remained unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act. The Company has, during the year under review, transferred a sum of ^31,175.50 to Investor Education and Protection Fund, in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amount represents dividend of financial year ended 31/03/2004, which was declared on 30/08/2004 and the same amount was transferred to Investor Education & Protection Fund on 14/09/2011.

PERSONNEL

Particulars of employees pursuant to the provision of Section 217(2A) of the Companies Act, 1956 are NIL. INDUSTRIAL RELATIONS

The industrial relations continue to be generally peaceful and cordial.

ACKNOWLEDGEMENT

Your Directors acknowledge the recognition given and trust reposed in your Company by Investors, Banks, Securities and Exchange Board of India, Stock Exchanges and other Government Agencies. Your Directors would also like to thank the Bureau of Indian Standards (BIS), Chief Controller of Explosives (CCOE), and business customers for all the support given by them.

For and on behalf of the Board of Directors

Place : Kolkata ASHEESH DABRIWAL

Dated : 18th day of July, 2012. Managing Director & C.E.O.

---

Mar 31, 2011

TO THE MEMBERS

The Directors have pleasure in presenting their Twentieth Annual Report together with the Audited Statement of Accounts and the Auditor's Report of your Company for the Financial Year ended 31 st March, 2011.

CORPORATE OVERVIEW:

DHP India Limited is a Manufacturing Company of Low Pressure Regulator for LPG Cylinders, their parts & various accessories having its Registered Office in Kolkata & Factory in Howrah District, West Bengal. The Company prepares its financial statements in compliance with the requirement of the Companies Act, 19"6, and the Generally Accepted Accounting Principles (GAAP) in India. Overall the financial statements have been prepared on the historical cost basis.

FINANCIAL RESULTS :

The performance cr the Company for the financial year ended March 31, 2011 is summarised below :-

(Rs. in Lacs)

Year ended Year ended

Particulars 31.03.2011 31.03.2010

Net of Export Turnover of Sales 2344.40 1837.37

Net of Domestic Turnover of Sales 0.34 0.66

Net of Total Turnover of Sales 2344.74 1838.03

Total Income 2353.23 1866.19

Profit Before Interest, Depreciation, Provision for Investment & Tax 535.63 436.38

Less: Interest Cost (-) 37.82 (-) 17.71

Less: Depreciation (-) 100.82 (-) 80.93

Add/Less : Provision written back & provision for diminution of Investments ( ) 0.16 ( ) 20.12

Profit Before Tax 397.15 357.86

Less : Provision forTaxation : (a) Income Tax (-) 134.29 <-) 131.24

(b) Adj. of Deferred Tax Assets/Liabilities(-) (-) 2.47 ( ) 4.01

Profit After Tax 260.39 230.63

Add: Profit brought forward from previous year 3.89 0.75

Add/Less (-): Net of Income Less Taxes related to earlier year Nil (-) 2.39

Profit Available for Appropriation 264.28 228.99 Appropriations

Proposed Dividend on Equity Shares NIL (-) 30.00

Provision for Corporate Dividend Tax NIL (-)5-10

Transfer to General Reserve (-) 260.00 (-) 190.00

Surplus Carried to Balance Sheet 4.28 3.89

Net Worth (Capital employed at the year end) 1297.28 1036.89

Book Value of Shares at the year end (in Rs.) 43.24 34.56

OPERATIONS

Your Company's operation during the year was satisfactory. During the year the Company manufactured 27,61,228 pes of Low Pressure Regulators for LPG Cylinders & Accessories and Parts etc. This was higher by 43.51 % as compared to the preceding year.

FUTURE PROSPECTS

Your Directors are optimistic that the Company's performance will improve. Your Directors are of the opinion that high quality of products and continuous innovations in products as well as improvement in technology along with cost cutting efforts have to be continued and to be maintained. The company is expected to continue to do well and improve further in the coming years even in the face of strong competition.

DIVIDEND AND RESERVES

In view of the business strategies, there being a need to conserve resource, no dividend is recommended during the year under review. The Reserves & Surplus thereafter will stand at Rs.997.28 lacs at a Book value of Rs.43.24 per Equity Share.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from public under Section 58A of the Companies Act, 1956 and the Rules made there under.

COMPLIANCE

The Company has not defaulted by SEBI / Depositories / Stock Exchanges / Any Financial Institution / Any Government. & Semi-Government authorities for any compliances.

PROMOTER GROUP COMPANIES

Pursuant to an intimation from Promoters, the names of the Promoters and entities comprising "group" as defined under Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report of the Company for the purpose of Regulation 3(1 )(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

DIRECTORS

Sri Buddhadeb Basu & Smt. Anjum Dhandhania, Directors of the Company, retire from office by rotation in accordance with the requirements of the Companies Act, 1956, and the provision of Article 126 of the Articles of Association of the company and being eligible offer themselves for re-appointment.

Sri Rabindranath Das, Non-Executive & Independent Director of the Company died suddenly on 14/03/2011. The Board hereby puts on records its sincere gratitude to the Late Rabindranath Das for approximate 8 years of directorship on the Board of the Company and the invaluable services and inputs' received from him regularly as a member of the Board and also of the Audit Committee of the Company.

At the meeting of the Board of Directors of the Company held on April 30, 2011, Sri Vijay Swaminathan was appointed as Additional Non-Executive & Independent Director of the Company to hold office upto the date of the ensuing Annual General Meeting in terms of Section 260 of the Companies Act, 1956 read with Article 140 of the Articles of Association of the Company.

None of the Directors of the Company are disqualified as per section 274(1 )(g) of the Companies Act, 1956. The Directors have made necessary disclosures as required under various provisions of the Act and Clause 49 of the Listing Agreement.

Brief particulars and expertise of these Directors have been given in this Report on the Corporate Governance and in the Notice of the ensuing Annual General meeting of the Company.

DIRECTORS' 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 Annual Accounts for the financial year ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2011 and the profit of the Company for the year ended on that c'ate under review;

(iii) that the directors had 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 had prepared the accounts for the financial year ended 31st March, 2011 on a 'going concern' basis.

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 Section 217(1)(e) of the Companies Act, 1956 are given in a separate Annexure - I attached hereto and form part of the Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices as prevalent globally.

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 Annexure - II.

The requisite Certificate from the Statutory Auditors of the Company, M/s. Navin Nayar & Co., Chartered Accountants, confirming compliance wi'h the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

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 marked Annexure -- III.

AUDITORS AND AUDITORS' REPORT

M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of theTWENTIETH ANNUAL GENERAL MEETING and are recommended for re-appointment. As required under section 224 of the Companies Act, 1956, the Company has obtained a written certificate from them to the effect that their re-appointment as Auditors, if made, would be in conformity with the limits prescribed in the said section.

The observations made in the Auditors' Report to the Members of the Company have been dealt with in the Notes to the Profit & Loss Account and the Balance Sheet in Schedule 21 of ins Accounts. These are self explanatory and do not call for further comments.

SECRETARIAL AUDIT REPORT

Your Company voluntarily appointed M/s. Sushil Tiwari & Associates, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2011. The Secretarial

* Audit Report addressed to the Board of Directors of the Company is attached to this Annual Report. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, The Companies (Amendment) Act, 2006, Depositories Act, 1996, Listing Agreement with the Stock Exchanges, Securities Contract (Regulation) Act, 1956 and all the Regulations of SEBI as applicable to the Company, including SEBI (Disclosure and Investor Protection) Guidelines, 2000. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and SEBI (Prohibition of Insider Trading) Regulations, 1992.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed and traded on The Calcutta Stock Exchange Ltd., Kolkata {Securities Code No. 10014058} and Bombay Stock Exchange Ltd. (BSE), Mumbai {Securities Code No.531306} and the Listing Fees for the Financial Year 2011-12 have already been paid.

DEPOSITORY SYSTEM

Trading in equity shares of your Company in the dematerialised form is compulsory for all shareholders in terms of notification issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved a high level of dematerialisation with about 97.25% of total number of equity shares being held in electronic mode with NSDL and CDSL. The custodian fees for the Financial Year 2011 -12 have already been paid.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT TO "INVESTOR EDUCATION AND PROTECTION FUND"

Pursuant to the provisions of Section 205(A)(5) of the Companies Act, 1956, the declared dividends on equity shares which remained unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act. The Company has, during the year under review, transferred a sum of Rs.19,752.50 to Investor Education and Protection Fund, in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amounts represents dividend of financial year ended 31/03/2003, which was declared on 31/08/2003 and the same amount was transferred to Investor Education & Protection Fund on 20/09/2010.

PERSONNEL

Particulars of employees pursuant to the provision of Section 217(2A) of the Companies Act, 1956 are NIL.

INDUSTRIAL RELATIONS

The industrial relations continue to be generally peaceful and cordial.

EXPANSION

During the previous financial year 2009-10, the company incurred expenses for expansion of its factory project within the same factory campus for enhancement of its capacity utilization. The expansion project was completed in the current financial year 2010-11.

ACKNOWLEDGEMENT

Your Directors acknowledge the recognition given and trust reposed in your Company by Investors, Banks, Securities and Exchange Board of India, Stock Exchanges and other Government Agencies. Your Directors would also like to thank the Bureau of Indian Standards (BIS), Chief Controller of Explosives (CCOE), and business customers for all the support given by them.

For and on behalf of the Board of Directors

Place : Kolkata ASHEESH DABRIWAL

Dated : 15th day of July, 2011. Managing Director & C.E.O.

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Mar 31, 2010

The Directors have pleasure in presenting their Nineteenth Annual Report together with the Audited Statement of Accounts and the Auditors Report of your Company for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS :

The performance of the Company for the financial year ended March 31, 2010 is summarised below :- (Rs. in Lacs)

Year ended Year ended

Particulars 31.03.2010 31.03.2009

Net of Export Turnover of Sales 1837.38 1183.73

Net of Domestic Turnover of Sales 0.65 69.80

Net of Total Turnover of Sales 1838.03 1253.53

Total Income 1877.64 1285.64

Profit Before Interest, Depreciation, Provision for Investment & Tax 436.38 222.58

Less : Interest Cost (-) 17.71 (-) 11.31

Less : Depreciation (-) 80.93 (-) 74.78

Add/Less : Provision written back & provision for diminution of Investments (+) 20.12 (-) 20.28

Profit Before Tax 357.86 116.21

Less : Provision for Taxation : (a) Income Tax (-) 131.24 (-) 48.11

(b) Fringe Benefit Tax N.A. (-) 2.27

(c) Adj. of Deferred Tax Assets/ Liabilities (-) (+) 4.01 (-) 0.39

Profit After Tax 230.63 65.44

Add : Profit brought forward from previous year 0.75 2.07

Add/Less (-): Net of Income Less Taxes related to earlier year (-) 2.39 (-) 0.01

Profit Available for Appropriation 228.99 67.50

Appropriations

Proposed Dividend on Equity Shares (-) 30.00 Nil

Provision for Corporate Dividend Tax (-) 5.10 Nil

Transfer to General Reserve (-) 190.00 (-) 66.75

Surplus Carried to Balance Sheet 3.89 0.75

Net Worth (Capital employed at the year end) 1036.89 843.75

Book Value of Shares at the year end (in Rs.) 34.56 28.12

OPERATIONS

Your Companys operation during the year was satisfactory. During the year the Company manufactured 19,24,088 pcs of Domestic Pressure Regulators for LPG Cylinders & Accessories and Parts etc. This was higher by 32.14 % as compared to the preceding year.

FUTURE PROSPECTS

The year 2008 & 2009 saw a major financial melt down all over the world and consequent fall in demand in most products.

There has been a revival in most of the markets recently and your company has been able to post much improved annual performance as mentioned above. Your Directors are of opinion that the high qualities of products and continuous innovations in products as well as improvement in technology along with cost cutting efforts have to be continued to be maintained. The company is expected to continue to do well and improve further in the coming years even in the face of fierce competition

DIVIDEND AND RESERVES

Your Directors recommend a dividend of Re.1 Per share (Previous year Nil) on the Equity Share Capital of the Company for the year ended 31st March, 2010 i.e. @10% of total paid-up equity share capital. The above dividend will be payable out of current years profit of the company. The dividend, if approved by the shareholders, will entail an out-flow of Rs.35.10 lacs (inclusive of Corporate Dividend Tax). The Reserves & Surplus thereafter will stand at Rs.736.89 lacs at a Book value of Rs.34.56 per Equity Share.

PUBLIC DEPOSITS

The Company did not invite or accept any deposits from public under Section 58A of the Companies Act, 1956 and the Rules made there under.

COMPLIANCE

The Company has not defaulted by SEBI / Depositories / Stock Exchanges / Any Financial Institution / Any Government & Semi-Government authorities for any compliances.

PROMOTER GROUP COMPANIES

Pursuant to an intimation from Promoters, the names of the Promoters and entities comprising "group" as defined under Monopolies and Restrictive Trade Practices Act, 1969, have been disclosed in the Annual Report of the Company for the purpose of Regulation 3(1)(e) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

DIRECTORS

Sri Janak Bhardwaj & Dr. Subrata Haldar, Directors of the Company, retire from office by rotation in accordance with the requirements of the Companies Act, 1956, and the provision of Article 126 of the Articles of Association of the company and being eligible offer themselves for re-appointment.

During the year, the Board of Directors of the Company (the "Board"), at its meeting held at November 30, 2009 has, subject to the approval of Shareholders/Members, re-appointed Mr. Asheesh Dabriwal as Managing Director of the Company, for a further period of approximate 5 years (from 20/12/2009 to 31/12/ 2014), from the expiry of his present term which was expire on December 19, 2009, on the remuneration approved by the Board.

Brief particulars and expertise of these Directors have been given in this Report on the Corporate Governance and in the Notice of the ensuing Annual General meeting of the Company.

DIRECTORS 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 annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and the profit of the Company for the year ended on that date under review;

(iii) that the directors had 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 had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

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 Section 217(1)(e) of the Companies Act, 1956 are given in a separate Annexure -I attached hereto and form part of the Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices as prevalent globally.

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 Annexure -II .

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 annexed to this Report.

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 marked Annexure -III.

AUDITORS AND AUDITORS REPORT

M/s. Navin Nayar & Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the NINETEENTH ANNUAL GENERAL MEETING and are recommended for reappointment. As required under section 224 of the Companies Act, 1956, the Company has obtained a written certificate from them to the effect that their re-appointment as Auditors, if made, would be in conformity with the limits prescribed in the said section.

The observations made in the Auditors Report to the Members of the Company have been dealt with in the Notes to the Profit & Loss Account and the Balance Sheet in Schedule 20 of the Accounts. These are self explanatory and do not call for further comments.

SECRETARIAL AUDIT REPORT

Your Company voluntarily appointed M/s. Sushil Tiwari & Associates, Practicing Company Secretary, to conduct Secretarial Audit of the Company for the financial year ended March 31, 2010. The Secretarial Audit Report addressed to the Board of Directors of the Company is attached to this Annual Report. The Secretarial Audit Report confirms that the Company has complied with all the applicable provisions of the Companies Act, 1956, The Companies (Amendment) Act, 2006, Depositories Act, 1996, Listing Agreement with the Stock Exchanges, Securities Contract (Regulation) Act, 1956 and all the Regulations of SEBI as applicable to the Company, including SEBI (Disclosure and Investor Protection) Guidelines, 2000, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and SEBI (Prohibition of Insider Trading) Regulations, 1992.

LISTING OF EQUITY SHARES

The Equity Shares of the Company are listed and traded on The Calcutta Stock Exchange Association Ltd., Kolkata {Securities Code No.14058} and Bombay Stock Exchange Ltd. (BSE), Mumbai {Securities Code No.531306} and the Listing Fees for the Financial Year 2010-11 have already been paid.

DEPOSITORY SYSTEM

Trading in equity shares of your Company in the dematerialised form is compulsory for all shareholders in terms of notification issued by the Securities and Exchange Board of India (SEBI). Your Company has achieved a high level of dematerialisation with about 97.04% of total number of equity shares being held in electronic mode with NSDL and CDSL. The custodian fees for the Financial Year 2010-11 have already been paid.

TRANSFER OF UNPAID/UNCLAIMED DIVIDEND AMOUNT TO "INVESTOR EDUCATION AND PROTECTION FUND"

Pursuant to the provisions of Section 205(A)(5) of the Companies Act, 1956, the declared dividends on equity shares which remained unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection fund (IEPF) established by the Central Government pursuant to Section 205C of the said Act. The Company has, during the year under review, transferred a sum of Rs.29,888.50 to Investor Education and Protection Fund, in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amounts represents dividend of financial year ended 31/03/2002, which was declared on 31/08/2002 and the same amount was transferred to Investor Education & Protection Fund on 09/09/2009.

PERSONNEL

Particulars of employees pursuant to the provision of Section 217(2A) of the Companies Act, 1956 are NIL.

INDUSTRIAL RELATIONS

The industrial relations continue to be generally peaceful and cordial.

EXPANSION

During the previous financial year 2009-10, the company incurred expenses for expansion of its factory project within the same factory campus for enhancement of its capacity utilization. The expansion project will be completed in the current financial year 2010-11.

ACKNOWLEDGEMENT

Your Directors acknowledge the recognition given and trust reposed in your Company by Investors, Banks, Securities and Exchange Board of India, Stock Exchanges and other Government Agencies. Your Directors would also like to thank the Bureau of Indian Standards (BIS), Chief Controller of Explosives (CCOE), and business customers for all the support given by them.



For and on behalf of the Board of Directors

Place : Kolkata ASHEESH DABRIWAL

Dated : 15th day of July, 2010 Managing Director & C.E.O.