Directors Report of Ellenbarrie Industrial Gases Ltd.

Mar 31, 2015

The Directors take pleasure in presenting the 41st Annual Report of your Company together with the Audited Accounts for the year ended 31 st March, 2015

FINANCIAL RESULTS

Highlights of the financial results of the Company for the year ended 31st March, 2015 are as under:

All financial figures in Rs. 000's (KINR)

Year Ended Year Ended

Particulars 31st March, 2015 31st March, 2014

Revenue from operations 8,23,357 6,27,546

Other Income 49,678 51,014

Earnings before Interest, Depreciation & Tax 90,722 90,432

(Loss) for the year after tax (86,764) (2,71,724)

Earnings per Share of Rs. 10/-each (13.25) (41.51)

OPERATIONAL REVIEW

"During the financial year 2014-15 sales of manufactured goods (net of excise) registered an increase of 42% over that of 2013-14.20% of revenue growth was contributed by commencement of commercial production at newly constructed Hyderabad air separation plant and balance by growing customer base as well as strong opportunity sales. Depreciation reduced following change in depreciation policy - assets now depreciated over their useful lives determined based on technical evaluation. Also Finance cost reduced as a result of financial optimization exercise carried out during the previous year. However, Earnings before Interest, Tax & Depreciation Amortization (EBITDA) remained unchanged around KINR 90,000 because of sharp cost increase with completion of power subsidy tenure at Vizag location in 2nd quarter and the less than optimum price increase not helping absorption of such cost increase. Eventually, your company had to report a net loss of KINR 87,160.

We are pleased to highlight that our state of art Hyderabad plant commenced operation in January 2015 and within a short span has achieved capacity utilization of 60%.

DIVIDEND

In view of the loss incurred for the Financial Year 2014-15, the Board does not declare any dividend for the given financial year.

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company as on date.

SHARE CAPITAL

The paid up equity capital as on March 31, 2015 was Rs. 6,54,67,800/-. During the year under review, the Company has not issued any shares or shares with differential voting rights nor granted stock options nor sweat equity nor bonus shares.

FINANCE

During the company retired a total of KINR 585,750 debts. Fresh borrowings during the year totaled KINR 985,592 which included long term external commercial borrowing from Bank of Tokyo Mitsubishi UFJ and Japan Bank for International Co-operation at favorable interest rates. Total long term liabilities at the end of the year stood at KINR 1,572,366. Cash and cash equivalents as at March 31, 2015 was KINR 21,398.

FIXED DEPOSIT

Your company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

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

Additional information as required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the prescribed form in Annexure "A" to the Report.

TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company's endeavour to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

DIRECTORS

Mr. Prabir Kumar Dutt, Independent Director of the Company resigned from the Board on 21st April, 2015 due to personal reasons. The resignation of Mr. Prabir Kumar Dutt was noted in the Board Meeting held on 15.05.2015. The Board appointed Mrs. Anindita Guhamallick in place of the vacancy created on account of Mr. Dutt's resignation. Accordingly the Board proposes the name of Mrs. Anindita Guhamallick who has confirmed to the Company that she meets the criteria of Independence as specified in section 149(69) of the Act, to be appointed as Independent Directors within the meaning of the act. The necessary resolutions for appointment of Independent Directors would be proposed in the ensuing Annual General Meeting. After such appointment the Independent Directors would no longer be liable to retire by rotation during their tenure. Mr. Manas Kumar Dutta and Mr. Swapan Kumar Bhowmik continue as Independent Director in the Company. All the independent director have given declarations that they meet the criteria of independence laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Mr. Masato Machida, director of the Company resigned from the Board on 13th February, 2015 and the same was accepted by the Board at the Board Meeting held on 13.02.2015. Mr. Shunichi Takahashi, director of the Company resigned from the Board on 1st April, 2015 and the same was accepted by the Board at the Board Meeting held on 01.04.2015. The Board of Directors wish to place on record their deep sense of appreciation for the invaluable contributions of Mr. Masato Machida, Mr. Shunichi Takahashi and Mr. Prabir Kumar Dutt towards growth and prosperity of the Company.

Mr. Kensuke Yamamoto joined the Board of the Company as additional director on 13th February, 2015 and Mr. Norio Shibuya as additional director on 1st April, 2015. Subsequently Mr. Shibuya was appointed as the Managing Director of the Company at the Board meeting held on 1st April, 2015 and his appointment was approved by the Shareholders at the EOGM held on 18th May, 2015.

The Board recommends the appointment of above directors with a view to avail their valuable advices and wise counsel.

No commission is paid to Managing Director or Whole-time Director.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTOR'S RESPONSIBILITYstATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like tostate that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

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

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

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.ellenbarrie.com.

The Code lays down thestandard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. Instaying true to our values ofstrength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance andstakeholder responsibility.

The Company has Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Policy ensures thatstrict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

PREVENTION OF INSIDER TRADING

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

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

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Anjan Bandopadhyay, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B"

STATUTORY AUDITORS

M/s. A. Kumar & Co., Chartered Accountants,statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial year 2015-16. The Company has received a letter from them to the effect that their reappointment, if made, would be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for re-appointment.

In accordance with section 148 of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) rules, 2014, the remuneration payable to the Cost Auditors for the financial year 2014-15 would be placed at the ensuing the Annual General Meeting for ratification.

Explanation to the qualifications / observations in the Auditors' Report clause-wise are as under:

- Clause (a): As already explained at Note 31 to our financial statements;

- Clause (b): The Company has accumulated losses and its net worth has been fully eroded. The company shall take appropriate actions for revival of the company in consultation with keystakeholders. i

- Clause I (a): The observations are self explanatory

- Clause V and subsequent clause (e): The Company has incurred cash losses during the year and immediately preceding year. As explained above, the company shall take appropriate actions for revival of the company in consultation with keystakeholders. i

- Clause (c) : effect of change in depreciation policy, read with our Note 9.3 to the financialstatements are self explanatory

- Clause (d): together with our Note 4 to the Financialstatements the item is self explanatory '

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as" Annexure C".

BUSINESS RISK MANAGEMENT !

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the Committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF EMPLOYEES

There are no employees whose information is required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE & MDAR REPORT

The Company has been practicing the principles of good corporate governance over the years and laysstrong emphasis on transparency, accountability and integrity. As required under Clause 49 of the Listing Agreement ofstock Exchanges, a report on Corporate Governance confirming compliance with the requirements of the Corporate Governance are annexed as part of this Report.

APPRECIATION & ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, solidarity, and support, your Company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, joint venture partners, investors and bankers for their continued support and faith reposed in the Company.

The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors take this opportunity to thank all investors, customers, vendors, bankers, regulatory and government authorities andstock exchanges, for their continued support and faith reposed in the Company.

For and on behalf of the Board

NORIOSHIBUYA 3A, Riponstreet Managing Director

Kolkata - 700 016 PADAM KUMAR AGARWALA

Dated : 12th day of August, 2015 Whole Time Director

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Mar 31, 2014

THE MEMBERS

The Directors take pleasure in presenting the Fortieth Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014

FINANCIAL RESULTS

The highlights of the financial results of the Company for the year ended 31st March, 2014 are as under :

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

Revenue from operations 6785.61 7937.99

Other Income 237.45 138.63

Profit before Taxation (2781.30) 56.27

Tax Expense - 10.72

Profit for the year after tax (2717.24) 45.55

Earnings per Share of Rs. 10/- each (41.51) 0.70

DIVIDEND

In view of the loss incurred for the Financial Year 2013-14, the Board does not declare any dividend for the given financial year.

OPERATIONS

"During the financial year 2013-14 sales of manufactured goods (net of excise) registered a decline of 13% over that of 2012-13, sale of traded goods registered a decline of 27%. During the same period Earnings Before Interest, Tax & Depreciation Allowance (EBITDA) registered a decline of 50% from Rs. 1813 Lacs to Rs. 906 Lacs owing to cost increases, adverse economy of scale and other macro economic factors. Total Finance cost increased by a massive 193% mainly due to recognition of loss on repayment of foreign currency borrowings during the year, eventually your company reporting a net loss for the year.

Following the business restructuring carried out during the year by way of acquisition of 51% of shareholding of the company by Air Water Inc. of Japan, the company recognized the need for revaluation of assets, especially its landed assets, to represent a fair assessment of the current worth. Accordingly, the Board appointed registered Valuers to evaluate the fair value of the Freehold and Leasehold interests in lands of the company and thus an amount of Rs 2320 lacs were credited to the Revaluation Reserves".

SUBSIDIARY COMPANIES

Your Company does not have any subsidiary company as on date.

CHANGE IN COMPANIES ACT

The Companies Act, 2013 (''the Act'') and the rules made thereunder has come into being replacing the existing Companies Act, 1956 and a large portion of the Act has already become effective. The Company has already formed / renamed various Committees of the Board in accordance with the requirements of the Act. The Terms of reference for various Committees of the Board have also been modified and adopted as per the provisions prescribed in the Act. Your Company is taking necessary steps to ensure compliance with the requirements of the new Act.

The Ministry of Corporate Affairs has vide General Circular 08/2014 No. 1/19/2013-CL-V dated 04.04.2014 notified that the Financial Statements and documents required to be attached thereto, Directors Report and Auditors Report in respect of the Financial years that commenced earlier than 01.04.2014 shall be governed by the relevant provisions of the Companies Act, 1956 and the rules made thereunder. Consequently the Financial Statements, Directors Report & Auditor''s Report for the Financial year 2013-14 have been prepared in accordance with the provisions of the Companies Act, 1956 and appropriate references have been made in respect of the Act wherever required.

CORPORATE GOVERNANCE

The Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity. As required under Clause 49 of the Listing Agreement of Stock Exchanges, a report on Corporate Governance confirming compliance with the requirements of the Corporate Governance are annexed as part of this Report.

DEPOSITORY SYSTEM

As the members are aware, your Company''s shares are tradeable compulsorily in electronic form. In view of the numerous advantages offered by the Depository system, members are requested to avail of the facility of dematerialization of the Company''s shares either in National Securities Depository Ltd. or Central Depository Services (India) Ltd.

DIRECTORS

The Companies Act, 2013 (''the Act'') contains provisions for certain class of companies with regard to composition of the Board of Directors and their appointment / reappointment. Accordingly your Company being listed company is required to have at least one third of the total number of Directors as Independent Directors in accordance with section 149(4) of the act and not less than two-thirds of the total number of Directors of a public company shall be persons whose period of office is liable to determination by retirement of directors by rotation. At every Annual General Meeting one-third of the directors as are liable to retire by rotation shall retire from office. The Independent Directors shall not be liable to retire by rotation.

Accordingly the Board have proposed the names of Mr. Manas Kumar Dutta, Mr. Swapan Kumar Bhowmik and Dr. Prabir Kumar Dutt who has confirmed to the Company that they meet the criteria of Independence as specified in section 149(69) of the Act, to be appointed as Independent Directors within the meaning of the act. The necessary resolutions for appointment of Independent Directors would be proposed in the ensuing Annual General Meeting. After such appointment the Independent Directors would no longer be liable to retire by rotation during their tenure.

Shri Ranesh Bhowmick, Director of the Company resigned from the Board due to his advanced age and ill health. The resignation of Shri Bhowmick was noted in the Board Meeting held on 09.05.2014. Shri Ajit Khandelwal, also resigned from the Board due to his pre-occupation and the resignation was noted in the Board Meeting held on 13.08.2014. The Board of Directors wish to place on record their deep sense of appreciation for the invaluable contributions of Shri Ranesh Bhowmick and Shri Ajit Khandelwal towards growth and prosperity of the Company.

The Board recommends the appointment of above directors with a view to avail their valuable advices and wise counsel. A brief profile of the above Directors seeking appointment /re-appointment required under Clause 49 of the Listing Agreement, is given in the Notice of AGM.

AUDITORS

M/s. A. K. Kumar & Co., Chartered Accountants, Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re-appointment to audit the accounts of the Company for the financial year 2013-14. The Company has received a letter from them to the effect that their reappointment, if made, would be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for re-appointment.

As per the requirement of Central Government your Company carries out an Audit of cost records every year. The Cost Audit Report for the financial year 2013-2014 has been filed within due date.

In accordance with section 148 of the Companies Act, 2013 read with rule 14 of the Companies (Audit and Auditors) rules, 2014, the remuneration payable to the Cost Auditors for the financial year 2014-15 would be placed at the ensuing the Annual General Meeting for ratification.

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

Additional information as required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is given in the prescribed form in Annexure "A" to the Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, there is no employee being paid the amount as mentioned in this rule.

KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company has approved continuance of office of Shri Padam Kumar Agarwala as the Managing Director, Shri Shanti Prasad Agarwala as the Whole Time Director, Shri Varun Agarwal, Executive Director & Ms. Priyanka Jaiswal as the Company Secretary and act as ''Key Managerial Personnel'' in terms of the requirements of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm as under :

i) that in the preparation of Annual Accounts, the applicable Standards have been followed along with proper explanations for material departures.

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

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

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

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, solidarity, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, joint venture partners, investors and bankers for their continued support and faith reposed in the Company.

The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

TRADE RELATIONS

The Board desires to place on record its appreciation for the support and co-operation that the Company has received from suppliers, brokers, customers and others associated with the Company as its enterprise partners. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company''s endeavour to build and nurture strong links with trade, based on mutuality, respect and co-operation with each other.

ACKNOWLEDGMENT

Your Directors take this opportunity to thank all investors, customers, vendors, bankers, regulatory and government authorities and stock exchanges, for their continued support and faith reposed in the Company.

For and on behalf of the Board 3A, Ripon Street Kolkata - 700 016 PADAM KUMAR AGARWALA Dated : 13th day of August, 2014 Managing Director

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Mar 31, 2010

The Directors are pleased to present the Thirty Sixth Annual Report on the operations of the Company together with audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS Amount (Rs. in lacs)

Year Ended Year Ended

31 st March, 2010 31 st March, 2009

Total Revenue inclusive of

Excise Duty 5,351.25 5,103.13

Turnover inclusive of Excise Duty 4,973.25 4,958.81

Other Income 378.00 144.32

Profit before Taxation 200.81 524.82

Provision for Taxation 35.80 .88.50

Deferred Tax - 13.44

Fringe Benefit Tax - 4.85

Balance brought forward from previous

year 14.61 73.17

Profit available for appropriation 179.62 491.20

APPROPRIATION

Dividend 32.73 65.47

Dividend Tax 5.57 11.13

Transfer to General Reserve - 400.00

Balance carried forward 141.32 14.61

PERFORMANCE

Your Company has registered a Sales revenue of Rs. 4,726.67 lakh (net of excise) which is 3% higher than the previous year. The state of the art Air Separation Plant is located in JN Pharma City, near Visakhapatnam has since been successfully commissioned. Higher capacity utilization of our plant in Uluberia along with new production from Visakhapatnam plant resulted in an overall volumetric sales growth of 24% over same period last year. However, your company would have registered higher sales volume but for delay in commissioning and longer time taken in stabilization of the new plant in Visakhapatnam. Primarily delay in supply of some key equipments by overseas suppliers and malfunctioning of some these units had caused delay in timely completion of the plant. There was also inordinate delay in obtaining power connection from Andhra Pradesh Power Transmission Company. these unexpected problems had caused the operating cost to go up affecting profitability of the company. We are happy to state that all the issues with the plant have since rectified and the same is now producing at designed capacity, the benefits of which would get reflected in the current year.

Goods manufactured during the year 2009 - 2010 included the following :-

2009-10 2008-09

Cu.m. Cu.m.

Oxygen 2,54,17,532 2,20,21,258

Nitrogen 1,46,40,006 1,00,61,674

Acetylene 90,749 72,963

Argon 1,54,403 3,68,697

Medical Oxygen 1,98,150 1,39,249

Carbon-di-Oxide 4,49,904 3,24,574

Gas Mixtures 43,022 13,123

STRATEGIC INITIATIVES ,

The Company has taken some concrete steps for growth and enhancing competitiveness. Besides higher operating efficiency of our plants, the company has bagged a few large orders which would improve capacity loading of Visakhapatnam plant and phenomenal increase of volumetric sales. With a view to achieving sustainable development and committed to the environment care, your company has embarked on a special project for optimizing on energy conservation and saving overall Carbon emission. The operations of the company have also received accreditation under International Quality Management system.

Your Company has also identified to make forays into the areas of Healthcare where our products and services have found a synergy. The other new business areas are in manufacture and sale of Carbon-di-Oxide Dry Ice and specialty Gases. These initiatives are expected to show its result in terms of higher profitability and earning per share in coming years. Your Company has also taken many Human Resources Development related initiatives to improve competency of the manpower.

DIVIDEND

The Directors have recommended dividend 5% on Equity Shares of the Company for the year ended 31st March, 2010. The total outgo including Dividend Tax would be Rs. 38.30 lakhs (Last year Rs. 76.60 lakhs)

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on representations received from the operating management, confirm :

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and there have been no material departure.

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the financial year ended on 31st March, 2010.

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

4. That the Annual Accounts have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES

Your Company has not paid any remuneration attracting the provisions of the Companies (Particulars of Employee) Rules 1975 read with Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

DIRECTORS

In accordance with provisions of Companies Act, 1956 read with Articles of Association of your Company, Shri Manas Kumar Dutta and Shri Rajesh Jhunjhunwala retire by rotation and being eligible, offer themselves for re-appointment.

The brief resume / details relating to Shri Manas Kumar Dutta and Shri Rajesh Jhunjhunwala are furnished in the notice of the ensuing Annual General Meeting.

AUDITORS AND AUDITORS REPORT

The Auditors M/s. A. K. Kumar & Co., Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

As regards Auditors comment on non-compliance of AS-15, present accrued liability for future payment of gratuity has been actuarially ascertained as Rs. 27,31,788 which has been accounted for but not yet funded. Due process for implementation of AS-15 will be started shortly.

In case of non-compliance of AS-22, relating to Deferred Tax arising out of timing difference between Accounting Income and Taxable Income, incremental deferred tax liability has been ascertained as Rs. 4 crores approximately. Nevertheless non provision of deferred tax will not result in companys cash outflow.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO

a) The Company has been able to improve the power factor by installing capacitor at Uluberia plant. With the closure of Oxygen Plant at Kalyani and after modification at Uluberia Plant the power consumption per Cu.m. of liquid production stands reduced significantly.

b) Energy conservation is an on-going process and there is a continuous effort to create awareness and also through Production Planning, Inventory Management etc.

c) Foreign Exchange Earning : Rs. 17,46,084 on FOB Basis.

d) Foreign Exchange Expenditure : Rs. 3,66,03.066.

MD / CFO CERTIFICATION

As per the requirements of Clause 49 of the listing agreement on Code of Corporate Governance, the certification made in the prescribed format in respect of the Financial Statements and Cash Flow Statements for the financial year ended 31 st March, 2010 is annexed herewith as Annexure A.

MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated under Clause 49 of the listing Agreement with the Stock Exchange, it is presented in a separate Section as Annexure - B.

CORPORATE GOVERNANCE REPORT FOR THE YEAR

Corporate Governance is set out as annexure for the report.

ACKNOWLEDGEMENT

The Board of Directors deeply acknowledge the dedication and commitment of employees at all levels and thank the Customers, Shareholders, Investors, Government Authorities, Financial Institutions and Bank for their continued co-operation and support to the Company.

On behalf of the Board

Kolkata-700 016 S. P. AGARWALA Dated : 4th day of September, 2010 Chairman