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Directors Report of Kkalpana lndustries (India) Ltd.

Mar 31, 2016

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the 31st Annual Report together with the Audited Statement of Accounts of Kkalpana Industries (India) Limited ("the Company") for the year ended March 31, 2016.

SUMMARIZED FINANCIAL RESULTS (STANDALONE)

(Rs. In Lacs)

2015-2016

2014-2015

Net Turnover and other Income

187657.88

172906.07

Profit before Depreciation, Interest &Tax

10925.19

8980.54

Less : Depreciation

1448.92

2123.41

Interest

5104.62

3578.93

Profit before Tax

4371.65

3278.19

Less: Exceptional Item

2668.98

2471.67

Less : Provision for Tax

563.32

365.20

Profit After Tax

1139.35

441.33

Add: Profit brought forward from previous year.

11840.90

11718.56

Less: Impact of depreciation as per schedule II of Companies Act, 2013

0

319.02

Amount Available for Appropriation

12980.23

11840.90

Appropriation

Proposed final dividend on Equity Shares

0

0

Corporate Dividend Tax

0

0

Transfer to General Reserve

0

0

Surplus carried to Balance Sheet

12980.23

11840.90

Dividend

Taking into consideration, increased working capital requirement and substantial increase in operation in the year 2016-17, your directors do not recommend any dividend in respect of financial year ended 31st March, 2016.

Operations and State of Company''s Affairs

During the year under review, your Company achieved total revenue of Rs. 1876.58 Crores as against total revenue of Rs. 1729.06 Crores in the previous financial year ended 31st March, 2015. The Profit after Tax is Rs. 11.39 Crores as against Rs. 04.41 Crores in the previous year.

The Company''s production and sales have recorded a significant growth over the previous year. Higher level of Capacity Utilization backed by strong volume growth, tighter cost control geared the Company to register notable performance for the year. During the year under review the Company has booked Rs. 26.68 Crores on account of loss of assets destroyed by fire.

Transfer of Amount to Investor Education and Protection Fund

Dividend for the financial year ended 31st March, 2009, which remains unpaid or unclaimed for a period of seven years, will be due for transfer to Investor Education and Protection Fund (IEPF) in the month of October, 2016. Members who have not yet enchased their dividend warrants for the financial year ended 31st March,2009 or any subsequent financial years, are requested to lodge their claims without any delay.

Pursuant to the provisions of the Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has already filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company, as on the date of last AGM (i.e.30.09.2015), with the Ministry of Corporate Affairs.

Fixed Deposits

Your Company did not invite or accept any deposits from public and /or shareholders during the year under review. As of 31st March, 2016, there were no unpaid fixed deposits with the Company.

Transfer to General Reserve

The Company proposes not to transfer any funds out of its total profit of Rs. 11.39 Crore for the financial year to the General Reserve.

Research and Development

Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as future growth. Your Company has focused its attention towards development of Products that have wide industrial applications, particularly in cable, piping, packaging and footwear industries.

Insurance

The Company''s plants & machineries, factories and movables are adequately insured against various risks. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Rajesh Kumar Kothari, Whole Time Director (DIN -02168932) of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

Further, the Board, on the recommendation of Nomination & Remuneration Committee approved the reappointment of Mr. Rajesh Kumar Kothari as Whole Time Director for a period of five years w.e.f 12th August,2016, subject to the approval of the members. Accordingly, approval of the members is sought for reappointment of Mr. Kothari as Whole Time Director for a period of five years effective from 12th August, 2016 in the forthcoming AGM.

The Company has received declarations from all the independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under Section 149(6) of the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has a Nomination and Remuneration Committee (NRC) and the details of the Committee and terms of reference of the NRC charter are set out in the Corporate Governance Report, which is part of the Board''s Report.

The Company''s Policy for selection and appointment of Directors and their remuneration, is based on its NRC policy which, inter alia, deals with the manner of selection of the Directors and such other matters as provided under section 178(3) of the Act and SEBI Listing Regulations.

The Company has devised a policy for performance evaluation of Independent Directors and the Board, which includes criteria for performance evaluation of the non executive and executive Directors.

The Company has also organized a familiarization programme for the Independent Directors as per the requirement of the Companies Act, 2013 along with the requirement of Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Suitable resolutions for appointment / reappointment of Directors, as referred above, will be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned directors, in terms of the provisions of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, have been detailed in the notice convening the forthcoming Annual General Meeting.

None of the Independent Directors are due for reappointment.

Board meetings

The Board met seven times during the financial year under review, the details of which are given in the Corporate Governance Report which is annexed and forms a part of this report. The intervening gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Directors'' Responsibility Statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) 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 ; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS & AUDIT

The Statutory Auditors of the Company, M/s. B. Mukherjee & Co, Chartered Accountants, Kolkata (Firm Registration No.302096E), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommends the re-appointment of M/s. B.Mukherjee & Co., Chartered accountants, as the Auditors of the Company up to the conclusion of next Annual General Meeting.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ''Peer Review Board'' of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self explanatory and do not call for any further comments.

Internal Auditors

The Board of Directors of your Company has re-appointed M/s. DKD & Associates, Chartered Accountants, Kolkata (Firm Registration No.322657E) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2016-2017.

Cost Auditors

Pursuant to section 148 of the Companies Act, 2013 and subject to notification of rules there under, the board of directors, on the recommendation of the audit committee, has appointed M/s. D. Sabyasachi & Co. (Membership N0. 00369), Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2016-17. M/s. D. Sabyasachi & Co. have confirmed that their appointment is within the prescribed limits and they are free from any disqualifications as provided in section 141 of the Companies Act, 2013.

Secretarial Audit

The Board had appointed Mr. Ashok Kumar Daga (Membership No.-FCS- 2699), Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2015-16. The report of the Secretarial Auditors for the Financial Year 2015-16 in Form MR-3 is annexed herewith as Annexure 1 to this report. The report is self-explanatory and does not call for any further comments.

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available on the Company''s website www.kkkalpanagroup.com. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Corporate Social Responsibility (CSR)

As per Section 135 of the Companies Act, 2013, the Company constituted a CSR Committee consisting of four Directors, as under;-

a. Mr.Narrindra Suranna Managing Director

b. Mr.R.K.Kothari Whole Time Director

c. Dr.P.R.Mukherjee Whole Time Director(Technical)

d. Mr. Nirmalendu Guha Independent Director

The composition, terms of reference, etc. of the CSR committee are laid out in the Corporate Governance Report which forms part of this Annual Report.

The CSR Committee is of the view that any expenditure, in the relevant areas, becomes beneficial to the society in general. For this purpose, the committee has identified two personnel (Senior Staff of the Company) who would advise on the matter pertaining to social tenability of amount spent so that the same has desired effect on the Socio Economy. Under the circumstances, your directors are constraint to put on record that no amount towards Corporate Social Responsibility was spent in financial year 2015-16. But, it has begun work in right earnest in the current year i.e. 2016-17.

Related party transactions

The Company has formulated a Policy on Related Party Transaction (RTP) which is available on Company''s website www.kkalpanagroup.com. There were no transactions entered with related parties for the year under review. Thus, disclosure required under section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key managerial Personnel.

Subsidiaries/ Joint Ventures / Associate Companies

None of the company has become or ceased to become the Subsidiary or Joint venture of the Company during the financial year under review. However, the Company has one Associate company, the details as required under Section 129(3) of the Companies Act, 2013 are given in Form AOC- 1 and forms part of the report as ''Annexure - 2''.

Change in nature of Business, if any

There has been no change in the nature of business of the Company. Your Company continues to be one of the leading manufacturer of Polymer compound in the Country.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of the report.

Particulars of Loans, Guarantees and Investments

The Company has not given loans, guarantees or made investments exceeding sixty per cent of the aggregate of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement (please refer to Note 12 and 13 to the financial statement).

Risk Management Policy

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

Significant and material orders passed by the regulators

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations.

Disclosure as per Sexual Harassment ofWomen at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2015-16, no complaint of sexual harassment has been received by the Company.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the formal annual evaluation was carried out for the Board''s own performance, its committees & Individual Directors.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out for the evaluation of individual Directors (both Executive and Non - executive/ Independent Directors), Board Committees and the Chairman. The Directors evaluation was broadly based on parameters such as, meeting the expectation of stakeholders, guidance and review of corporate strategy, risks, participation and attendance at Board / Committee meetings, interpersonal skills. The performance evaluation of the Chairman of the Company was undertaken by the Independent Directors taking into account the views of Executive Directors and Non -Executive Directors. The Independent Directors also assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board. The directors expressed overall satisfaction on the evaluation process. Based on the feedback of the Board Evaluation Process, appropriate measures were taken to further improve the process and other aspects.

Particulars of Employees

None of the employees, employed throughout the year or part of the year, was in receipt of salary in excess of the limit set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no details have been provided or required under 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.

The ratio of remuneration of each Director to the median employee''s remuneration and other details in accordance with sub-section 12 of Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this report as ''Annexure 3''

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed as ''Annexure 4''.

Vigil mechanism

Pursuant to the requirement of the Act, the Company has established vigil mechanism which also incorporates a whistle blower policy in terms of the SEBI Listing Regulations. Protected disclosures can be made by a whistle blower through an e mail or phone or letter to the chairman of Audit Committee.

Internal financial controls

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Credit Rating

The Company has been rated by Credit Analysis & Research Limited (CARE) for its banking facilities. During the year, CARE has upgraded their ratings from BBB to A- for Long Term Banking facilities and from A2 to A2 for Short-term Banking facilities.

Share Capital

The paid up Equity Share Capital as on 31st March,2016 was Rs. 1881.46 lacs. There has not been any change in the Equity Share Capital of the Company during the year under review. During the year under review, the Company has neither issued shares with differential voting rights nor issued sweat equity or granted stock options.

Green Initiatives in Corporate Governance

Ministry of Corporate Affairs has permitted companies to send electronic copies of Annual Report, notices, etc. to the e-mail IDs of shareholders. Your Company has accordingly arranged to send the soft copies of these documents to the e-mail IDs of shareholders wherever applicable. In case any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request. They are also sent in hard copies to those shareholders whose email ids are not registered.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staffs and Workers at all levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on day to day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required under Companies (Accounts) Rules, 2014, the particulars of energy conservation, Technology Absorption and Foreign Exchange Earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure ''5''.

Management''s Discussion and Analysis Report

In accordance with Regulation 34 (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure ''6''.

Corporate Governance

The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2016, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of this Annual Report. The requisite Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report and marked as Annexure ''7''

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Company''s employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company''s performance.

For and on behalf of the Board of Directors

Place: Kolkata Narrindra Suranna (DIN : 00060127)

Date: 30th May, 2016 Chairman & Managing Director


Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the 29th Annual Report on the business and operation of the Company together with Audited Statements of Accounts for the year ended 31st March, 2014.

Summarized Financial Results (Rs In Lacs)

2013-2014 2012-2013

Net Turnover and other Income 124558.53 118009.32

Profit before Depreciation, Interest & Tax 8171.22 6884.99

Less : Depreciation 1508.30 1189.33

Interest 3853.78 2633.80

Profit before Tax 2809.14 3061.86

Less : Provision for Tax 860.71 1064.80

Profit After Tax 1948.43 1997.06

Add: Profit brought forward from previous year. 10491.09 9158.17

Amount Available for Appropriation 12439.52 11155.24

Appropriation

Proposed final dividend on Equity Shares 225.78 225.78

Corporate Dividend Tax 38.37 38.37

Transfer to General Reserve 456.82 400.00

Surplus carried to Balance Sheet 11718.55 10491.09

Operations

During the year under review, your Company achieved total revenue of Rs. 1245.58 Crores including other income of Rs. 13.01 Crores as against total revenue of Rs. 1180.09 Crores including other income of Rs. 12.23 Crores in the previous financial year ended 31st March, 2013. The Profit after Tax was Rs. 19.48 Crore f or the Current year as against Rs. 19.97 Crore in the previous year. Despite of high finance cost and depreciation, your company has been able to generate PAT referred above.

The Company''s Production and Sales have recorded a significant growth over the previous year. Further, the operational efficiency has also resulted in Company''s financials.

The operational performance of the Company has been comprehensibly covered in the Management Discussion and Analysis Report.

Flexible Packaging and Ink Projects

As mentioned in 27th Annual Report, your company, in order to diversify its product concentration risk and take advantage of its in-house compounding knowledge, has set up an ambitious flexible packaging project at Dankuni, West Bengal. Your company has also set up a manufacturing unit of Industrial Ink as backward integration for Flexible Packaging unit. The commercial production has already been started. Your company has also commenced full scale marketing activities with its target customers so that the plant would be able to deliver quality products to prospective customers in multiple segments in the shortest possible time.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.20/- per equity share of Rs. 10/- each i.e. 12% for the f inancial year ended March 31st, 2014.The Dividend outgo would amount to Rs.262.40 lacs (inclusive of Dividend Distribution tax ). The dividend, subject to approval of the shareholders at the AGM on 26th September, 2014, wi ll be pai d to the members whose names appear i n the register of members as on the close of the business hours on 21st September, 2014

General Reserve

Out of the amount available for appropriation for the financial year 2013-14, an amount of Rs.4 .57Crore has been transferred to the General Reserve.

Fixed Deposits

Your Company did not invite or accept any deposits from public and /or shareholders during the year under review. As of 31st March, 2014, there were no fixed deposits pending with the Company

Research and Development

Your Company recognizes that Research & Development plays a critical role in supporting current operations as wel l as future growth. Your Company has focused its attention towards development of Products that have wide industrial application particularly in cable, piping packaging and footwear industry.

Insurance

The Company''s pl ants & machineries, factories and movables are adequately insured against various risks.

Directors

In accordance with the provisions of the Companies Act, 2013, Mr. Rajesh Kumar Kothari , Whole Time Director (DIN -02168932) of the Company retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

Mr.Sami r Kumar Paul and Dr. R Dasgupta have resigned from the Directorship of the Company with effect from 01.11.2013 and 31.03.2014 respectively. The Board places on record its appreciation for the services rendered by them to the Company.

According to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Mr. Nirmalendu Guha (DIN 01154485) as Independent Director for five consecutive years, with effect from 1 st Apri l, 2014 upto 31 st March, 2019.

Suitable resoluti ons for appointment / reappointment of Di rectors, as referred above, wil l be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned directors, in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges, have been detailed in the notice convening the forthcoming Annual General Meeting.

Your Company has received from the Independent Directors Certificate of Independence, as enumerated in section 149(6) of the Companies Act, 2013.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Compani es Act, 1956, the Di rectors hereby confirm that:

- in preparation of the annual accounts, the applicable accounting standards have been fol lowed. There are no material departures from these applicable accounting standards.

- the directors have selected such accounting policies and applied them consistently and made judgments and esti mates that are 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 its profit for the year ended on that date.

- the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisi ons of the Act for safeguard ng the assets of the Company and for preventing and detecting fraud and other irregularities.

- the directors have prepared the annual accounts on a going concern basis.

Auditors & Audit

The Statutory Auditors of the Company, M/s. B.Mukherjee & Co, Chartered Accountants, Kolkata (Firm Registration No.302096E), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board of Directors recommends the re-appointment of M/s. B.Mukherjee & Co., Chartered accountants, as the Auditors of the Company upto the conclusion of next Annual General Meeting.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ''Peer Review Board'' of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self explanatory and do not call for any further comments.

Internal Auditors

The Board of Di rectors of your Company has re-appointed M/s. DKD & Associates, Chartered Accountants, Kolkata (Firm Registration No.322657E) as Internal Auditors pursuant to the provisions of Section 138 of the Companies Act, 2013 for the financial year 2014-2015.

Cost Auditors

As per the Cost Audit Order vide no. 52/26/CAB- 2010 dated November 6, 2012, issued by the MCA under Section 233B of the old Companies Act, 1956, the board had appointed M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata to carry out the cost audit of the Company for the financial year 2012-13. The due date for fi ling the cost audit report for the financial year 2012-13 was September 30, 2013. This report was filed within the prescribed time in the XBRL format with the MCA

Pursuant to section 148 of the Companies Act,2013 and subject to notification of rules thereunder, the board of directors on the recommendation of the audit committee appointed M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata, as the Cost Auditors of the Company for the financial year 2014-15. Ms. D. Sabyasachi & Co. have confirmed that their appointment is within the limits and they are free from any disqualifications as provided in section 141 of the Companies Act, 2013.

Particulars of Employees

None of the employees employed throughout the year or part of the year who was in receipt of salary of Rs. 5,00,000 /- or more per month or Rs. 60,00,000 /- or more per annum, therefore, no details have been provided or required under section 217 (2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules, 1975.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staffs and Workers at al l levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Your Company has directed its efforts to reduce energy costs by focusing on energy savings through the best opti mizat ion of operati ons on a day to day basi s The Company has used fuels i n appropriate mix to attai n maximum savings.

As required to be disclosed in terms of Section 217(1) (e) of the Companies, Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure ''A''.

Management''s Discussion and Analysis Report

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges in India, the Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure ''B''.

Corporate Governance

The Company believes in maintaining the highest standards of Corporate Governance and has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the stock exchanges. A detailed report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section forming part of the Annual Report and marked as Annexure ''C''.

A certificate from the Auditors of the Company M/s B.Mukherjee & Co., Chartered Accountants, Kolkata, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges and al l the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Company''s employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company''s performance.

For and on behalf of the Board of Directors

Place: Kolkata Narrindra Suranna Date: 30th May, 2014 Chairman & Managing Director


Mar 31, 2013

Dear Shareowners,

The Directors take pleasure in presenting the 28th Annual Report on the business and operation of the Company together with Audited financial statements and accounts for the year ended 31 st March, 2013.

Financial Results

(Rs.In Lacs) 2012-2013 2011-2012

Net Turnover and other Income 117913.97 91323.21

Profit before Depreciation, Interest & Tax 6789.63 5788.27

Less: Depreciation 1189.32 883.52

Interest 2538.44 1685.62

Profit before Tax 3061.87 3219.13

Less: Provision for Tax 1064.80 794.77

Prof it After Tax 1997.06 2424.36

Add: Profit brought forward from previous year. 9158.17 7614.88

Amount Available for Appropriation 11155.24 10039.24

Appropriation

Proposed final dividend on Equity Shares 225.78 413.92

Corporate Dividend Tax 38.37 67.15

Transfer to General Reserve 400.00 400.00

Surplus carried to Balance Sheet 10491.09 9158.17

Operations

The Company has once again repeated an impressive performance in polymer compounds business. Revenue from Operations and other income for FY 2012-13 was Rs. 1179.14 Crore against Rs. 913 .23 Crore in the previous year 2011- 12 which is higher by 29.18 % compared to previous year. However, the PAT was Rs. 19.97 Crore for the Current year as against Rs. 24.24 Crore in the previous year. This is mainly due to high finance cost associated with new project at Dankuni.

The Company''s Production and Sales have recorded a significant growth over the previous year. Higher level of Capacity utilization backed by a strong volume growth, tighter cost control geared the company to register notable performance for the year, in spite of a miniscule price increase. Your Company has consciously been following a policy of steady growth in production for last several years.

Expansion

The Company successfully completed the expansion plan at Surangi, with capacity of handling 200000 TPA of the Company''s products. The production capacity of Bhiwadi, Daman and Silvasa - II has been shifted to this unit. This unit is producing various grades of Compounds which include XLPE, HFFR, Filled PP for furniture & appliances. Filled PE Compounds for antifab used for Woven Sack, white and black Master Batches, Rigid and Flexible PVC Compound used for Cable Insulation, Footwear & Pipe Jointing and other value added composition like Zero Halogen Fire Retardant Compound and Engineering Plastics. The Company continued its on-going effort to increase all - round efficiency and reduced cost.

New Projects

As mentioned in 27th Annual Report, your company, in order to diversify its product concentration risk and take advantage of its in-house compounding knowledge, has set up an ambitious flexible packaging project at Dankuni, West Bengal. A state of the art flexible packaging unit, complete with blown and extrusion film lines, printing, lamination, slitting and pouching facilities along with ink making facilities in Bhasa, West Bengal. The total project cost is estimated at Rs 150 Crores. The commercial production is expected to commence from 1st September, 2013. Your company has also commenced full scale pre-marketing activities with its target customers so that the plant, once commissioned, would be able to deliver quality products to prospective customers in multiple segments in the shortest possible time.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.20/- per equity share of Rs. 10/- each i.e. 12% for the financial year ended March 31st, 2013.The Dividend outgo would amount to Rs.264.15 lacs (inclusive of Dividend Distribution tax ). The dividend, subject to approval of the shareholders at the AGM on 26th September, 2013, will be paid to the members whose names appear in the register of members as on the date of book closure for the AGM.

General Reserve

Out of the amount available for appropriation for the financial year 2012-13, an amount of Rs.4 Crore has been transferred to the General Reserve.

Fixed Deposits

Your Company has not accepted any fixed deposit during the year under review in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and hence no amount of principal or interest was outstanding as at the Balance Sheet date.

Research and Development

Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as future growth. Your Company has focused its attention towards development of Products that have wide industrial application particularly in cable, piping, packaging and footwear industry.

Insurance

The Company''s plants & machineries, factories and movables are adequately insured against various risks. Directors

Mr.lndranil Dasgupta resigned from the Directorship of the Company with effect from 16th November, 2012. Your Directors appreciate the service rendered by him to the Company.

The Board has appointed Mr. Samir Kumar Paul as Additional Director of the Company with effect from 15th February, 2013. Pursuant to section 260 of the Companies Act, 1956, Mr. Samir Kumar Paul would hold office upto the date of the ensuing Annual General Meeting. However, the company has received requisite notice from a member under section 257 of the Companies Act 1956, proposing the name of Mr. Paul as a candidate for the office of director liable to retire by rotation.

Mr. Nirmalendu Guha, Director liable to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for re-appointment.

Suitable resolutions for appointment/ reappointment of Directors, as referred above, will be placed for approval of the members in the forthcoming Annual General Meeting. The brief resume and other information of the concerned directors, in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges, have been detailed in the notice convening the forthcoming Annual General Meeting.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- in preparation of the annual accounts, the applicable accounting standards have been followed. There are no material departures from these applicable accounting standards.

- 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 31 st March, 2013 and its profit for the year ended on that date.

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

- the directors have prepared the annual accounts on a going concern basis. Auditors and Auditors'' Report

The Statutory Auditors of the Company M/s. B.Mukherjee & Co, Chartered Accountants, Kolkata, retire at the conclusion of this Annual General Meeting of the Company and confirmed their willingness and eligibility for re-appointment, if made, will be within the limits under section 224(1 B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of section 226 of the Companies Act, 1956.

The Audit Committee and the Board of Directors of your Company recommend the re-appointment of M/s. B.Mukherjee & Co., Chartered Accountants, as the Statutory Auditors of your Company. Members are requested to consider their re- appointment as auditors of your Company to hold office from the conclusion of ensuing AGM to the conclusion of next AGM on remuneration to be decided by the Board of Directors, based on recommendation of the Audit Committee of your Company.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the ''Peer Review Board'' of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self explanatory and do not call for any further comments.

Cost Audit

M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata have been appointed as Cost Auditors of the Company for the Financial Year 2013-14, commencing 1 st April, 2013, subject to approval of the Central Government. Compliance Audit relating to ''PVC Compound'' for the year ended 31st March, 2013, has been conducted by the said cost auditors and related report was submitted to the Ministry of Corporate Affairs, Government of India within the prescribed time.

Particulars of Employees

None of the employees employed throughout the year or part of the year who was in receipt of salary of Rs. 5,00,000 /- or more per month or Rs. 60,00,000/- or more per annum, therefore, no details have been provided or required under section 217 (2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules, 1975.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable.t Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staffs and Workers at all levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Our Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on a day to day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required to be disclosed in terms of Section 217(1) (e) of the Companies, Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure ''A*.

Management''s Discussion and Analysis Report

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges in India, the Management''s Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure''B''.

Corporate Governance

The Company believes in maintaining the highest standards of Corporate Governance and has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the stock exchanges. A detailed report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section forming part of the Annual Report and marked as Annexure ''C.

A certificate from the Auditors of the Company M/s B.Mukherjee & Co., Chartered Accountants, Kolkata, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities. Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Company''s employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company''s performance.

For and on behalf of the Board of Directors

Place: Kolkata Narrindra Suranna

Date: 14th August, 2013 Chairman & Managing Director


Mar 31, 2012

Dear Shareowners,

The Directors take pleasure in presenting the 27th Annual Report on the business and operation of the Company together with Audited financial statements and accounts for the year ended 31st March, 2012.

Highlights

The key highlights for the financial year 2011-12 are:

Increase in net Sales by 7.74 % to Rs. 913 Crore.

Increase in PBDIT by 21 % to Rs.57.88 Crore.

Increase in PAT by 26 % to Rs. 24.24 Crore.

Financial Results

( Rs. In Lacs)

2011-2012 2010-2011

Net Turnover and other Income 91323.21 84758.47

Profit before Depreciation, Interest & Tax 5788.27 4780.94

Less : Depreciation 883.52 705.41

Interest 1685.62 1298.81

Profit before Tax 3219.13 2776.72

Less : Provision for Tax 794.77 863.50

Profit After Tax 2424.35 1913.22

Add: Profit brought forward from previous year. 7614.88 6663.97

Add: Balance b/f from Amalgamating Company 0 (81.22)

Amount Available for Appropriation 10039.24 8495.96

Appropriation

Proposed final dividend on Equity Shares 413.92 413.92

Corporate Dividend Tax 67.15 67.15

Transfer to General Reserve 400.00 400.00

Surplus carried to Balance Sheet 9158.17 7614.89

Operations

The Company has repeated an impressive performance in polymer compounds business. Revenue from Operations and other income for FY 2011-12 was Rs. 913 .23 Crore higher by 7.74% compared to Rs. 847.58 Crore in the previous year and PAT was Rs. 24.24 Crore for the Current year as against Rs. 19.13 Crore in the previous year.

The Company's Production and Sales have recorded a significant growth over the previous year. Higher level of Capacity utilization backed by a strong volume growth, tighter cost control geared the company to register notable performance for the year, in spite of a miniscule price increase. Your Company has consciously been following a policy of steady growth in production for last several years.

Expansion

The Company is in the process of commissioning a new production unit at Surangi, Silvasa with capacity of handling 200000 TPA of our products. Once the project is completed, production capacity of Bhiwadi, Daman and

Silvasa – II will be shifted to new unit. The new unit will produce various grade of Compounds which includes XLPE, HFFR, Filled PP for furniture & appliances, Filled PE Compounds for antifab used for Woven Sack, white and black Master Batches, Rigid and Flexible PVC Compound used for Cable Insulation, Footwear & Pipe Jointing and other value added composition like Zero Halogen Fire Retardant Compound and Engineering Plastics. The Company continued its on-going effort to increase all – round efficiency and reduced cost.

New Projects

Your company, in order to diversify its product concentration risk and take advantage of its in-house compounding knowledge has decided to embark on an ambitious flexible packaging project in West Bengal. A state of the art flexible packaging unit, complete with blown and extrusion film lines, printing, lamination, slitting and pouching facilities is being set up in Dankuni along with ink making facilities in Bhasa. The total project cost is estimated at Rs 120 Crores and is expected to generate net profit returns in excess of 10% when fully operational. The facilities are expected to be commissioned progressively through in between January and December 2013. Your company has also commenced full scale pre-marketing activities with its target customers so that the plant, once commissioned, would be able to deliver quality products to prospective customers in multiple segments in the shortest possible time.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2.20/- per equity share of Rs. 10/- each i.e. 22% for the financial year ended March 31st, 2012.The Dividend outgo would amount to Rs. 481.07 lacs (inclusive of Dividend Distribution tax of Rs. 67.15 lacs). The dividend subject to approval of the shareholders at the AGM on 28th September, 2012, will be paid to the members whose names appear in the register of members as on the date of book closure for the AGM.

General Reserve

Out of the amount available for appropriation for the financial year 2011-12, an amount of Rs. 4 Crore has been transferred to the General Reserve.

Fixed Deposits

Your Company has not accepted any fixed deposit during the year under review in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and hence no amount of principal or interest was outstanding as at the Balance Sheet date.

Listing of Shares

During the year under review 320000 equity shares of Rs. 10/- each allotted to the shareholders of Bavaria Poly Private Limited, pursuant to the scheme of amalgamation, were listed on BSE and CSE.

Research and Development

Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as in future growth. Your Company has focused its attention towards development of Products that have wide industrial application particularly in cable, piping, packaging and footwear industry.

Insurance

The Company's plants & machineries, factories and movables are adequately insured against various risks.

Directors

Shri D.C. Surana ceased to a Director on the Board due to his sudden demise on 14th January, 2012. The Board of Directors places on record its sincere appreciation of the valuable contributions made by Late Shri D.C. Surana during his tenure of office.

The Board has appointed Mr. Nilay Guha as Additional Director of the Company with effect from 11th February, 2012. Pursuant to section 260 of the Companies Act, 1956, Mr. Nilay Guha would hold office upto the date of the ensuing Annual General Meeting. However, the company has received requisite notice from a member under section 257 of the Companies Act 1956, proposing the name of Mr. Guha as a candidate for the office of director liable to retire by rotation.

The Board of Directors has also appointed Mr. Indranil Dasgupta as a Whole-Time-Director of the Company subject to approval of the members, for a period of three years with effect from 11 th February, 2012.

Dr. R.Dasgupta, Director is due to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, has offered himself for reappointment.

Suitable resolutions for appointment/reappointment of Director, as referred above, will be placed for approval of the members in the forthcomming Annual General Meeting. The brief resume and other information of the conserned directors, in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges, have been detailed in the notice convening the forthcomming Annual General Meeting.

Directors' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- in preparation of the annual accounts, the applicable accounting standards have been followed. There are no material departures from these applicable accounting standards.

- 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 31st March, 2012 and its profit for the year ended on that date.

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

- the directors have prepared the annual accounts on a going concern basis. Auditors and Auditors' Report

The Statutory Auditors of the Company, M/s D.C. Dharewa & Co., Chartered Accountants, Kolkata, retire at the conclusion of the ensuing Annual General Meeting of the Company and confirmed their willingness and eligibility for reappointment, if made, will be within the limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of section 226 of the Companies Act, 1956.

Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the 'Peer Review Board' of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self - explanatory and do not call for any further comments.

Cost Audit

M/s. D. Sabyasachi & Co., Cost Accountants, Kolkata have been appointed as Cost Auditors of the Company for the Financial Year 2012-13 commencing 1st April, 2012, subject to approval of the Central Government. Compliance Audit relating to 'PVC Compound' for the year ended 31st March, 2012, has been conducted by the said cost auditors and related report will be submitted to the Ministry of Corporate Affairs, Government of India within the prescribed time.

Particulars of Employees

None of the employees employed throughout the year or part of the year who was in receipt of salary of Rs. 5,00,000 /- or more per month orRs. 60,00,000 /- or more per annum, therefore, no details have been provided or required under section 217 (2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules, 1975.

Human Resources and Industrial Relations

The Industrial relations of the Company with its personnel has continued to be cordial and amicable. Your Directors acknowledge and appreciate the efforts and dedication of employees to the Company. Your directors wish to place on record the co-operation received from the Staffs and Workers at all levels and at all units.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Our Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on a day to day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required to be disclosed in terms of Section 217(1) (e) of the Companies, Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure –'A'.

Management's Discussion and Analysis Report

In accordance with Clause – 49 of the Listing Agreement with the Stock Exchanges in India, the Management's Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure – 'B'.

Corporate Governance

The Company believes in maintaining the highest standards of Corporate Governance and has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the stock exchanges. A detailed report on Corporate Governance, as stipulated under Clause – 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section forming part of the Annual Report and marked as Annexure – C.

A certificate from the Auditors of the Company M/s D. C. Dharewa & Co., Chartered Accountants, Kolkata, confirming compliance of conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

Your Directors take this opportunity to thank the Financial Institutions, Banks, Central and State Governments authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Company's employees and workers at all level for their enormous personal efforts as well as their collective contribution to the Company's performance.

For and on behalf of the Board of Directors

Place: Kolkata Narrindra Suranna

Date: 24th August, 2012 Chairman & Managing Director


Mar 31, 2010

The Directors are pleased to present the 25th Annual Report and the Audited Accounts for the financial year ended 31st March, 2010.

Amalgamation of Alkom Speciality Compounds Limited with the Company

Alkom Speciality Compounds Limited (ASCL) has been amalgamated with the Company. The Scheme of Amalgamation was sanctioned by the Honble High Court at Calcutta vide order dated 3rd August, 2010. Certified copy of the same was received on 26th August, 2010. The scheme became effective on 27th August, 2010 and the appointed date of the scheme being 1stApril, 2009.

The Amalgamation follows the Companys philosophy of creating enduring value of all its stakeholders. The amalgamation creates a platform for value enhancing growth and reinforces the Companys position as market leader.

Financial Results

The Assets and Liabilities of ASCL and its operating results have been incorporated in the Companys books with effect from April 1st, 2009 (Appointed Date). The financial performance of the Company, for the year ended March 31, 2010 is summarized below:

(Rs. in Thousand)

Particulars 2009-2010 2008-2009

Net Turnover and other Income 7,244,087 6,041,097

Profit before Depreciation, Interest & Tax 5,60,977 4,04,636

Less : Depreciation 56,737 42,941

Interest 1,09,570 96,283

Profit before Tax 3,94,670 2,65,412 Less : Provision for Tax 93,491 46,532

Profit After Tax 3,01,179 2,18,880

Less : Prior Period Expenses 2,116 365

Net Profit for the year 2,99,063 2,18,515

Add: Profit brought forward from previous year. 4,80,138 3,14,656

Balance B/F from Amalgamating Company (3,164) 0

Amount Available for Appropriation 7,76,037 5,33,171 Appropriation

Proposed final dividend on Equity Shares 25,418 23,107

Corporate Dividend Tax 4,222 3,927

Transfer to General Reserve 80,000 26,000

Surplus carried to Balance Sheet 6,66,397 4,80,137

(Financial Results for the year 2009-2010 include figures of ASCL and therefore to that extent are not comparable with the figures for 2008-2009)

Operations

During the year 2009-10, the company has achieved a sales turnover of Rs. 724.41 Crore , against Rs. 604.11 Crore in the previous year. The profit after tax for the current year is Rs. 29.91 Crore in comparision to Rs. 21.85 Core in the previous year. The current year figures include the figure of Alkom Speciality Compounds Limited.

The Companys Production and Sales have recorded a significant growth over the previous year. Capacity utilization was also higher as compared to industrys average.Your Company has consciously been following a policy of steady growth in production for last several years.

The Company is commissioning a new production unit at Dulagarh, near Kolkata, West Bengal having installed capacity of 60,000 MT per annum. The new unit will prouce various grade of Compounds which includes XLPE, Filled PP for furniture & appliances, Filled PE Compounds for antifab used for Woven Sack, white and black Master Batches, Rigid and Flexible PVC Compound used for Cable Insulation, Footwear & Pipe Jointing and other value added composition like Zero Halogen Fire Retardant Compound and Engineering Plastics. The Company continued its on-going effort to increase all-round efficiency and reduced cost.

It is heartening that the Company has achieved highest ever operating profit (PBIDT) at Rs. 56 Corere as compared to Rs. 40 Crore in the previous year, a gowth of 40%

Dividend

Based on the Companys performance, the Directors are pleased to recommend for approval of the members a dividend of Rs. 2.20/- per equity share i.e. 22% for the financial year ended March 31st, 2010, which if approved by the members, will be paid within the specified period. The total cash outflow of dividend including dividend tax on Equity Shares of the Company would be aggregate of Rs. 296.40 Lacs resulting in a payout of 9.91% of the profits of the Company.

Transfer to Reserves

The Company proposes to transfer Rs. 800 Lacs to the General Reserve out of the amount available for appropriations.

Preferential Issue of Convertible Warrants.

In order to meet the funding requirements of normal capital expenditure, new acquisitions, to improve manufacturing facilities, repayment of high cost loans and other corporate purposes of the Company, your company has issued and allotted 60,00,000 warrants convertible into equity shares of the Company to promoters and strategic investors at a price of Rs. 80 /- per warrant including premium of Rs. 70/- per warrant on preferential basis on 27th November, 2009.The warrants shall be converted into equity shares within 18 months from the date of allotment.

Fixed Deposits

Your Company has not accepted any fixed deposit during the year under review in terms of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 and hence no amount of principal or interest was outstanding as at the Balance Sheet date.

Research and Development

Your Company recognizes that Research & Development plays a critical role in supporting current operations as well as in future growth. Your Company has focused its attention towards development of Products that have wide industrial application particularly in cable, piping and footwear industry.

Insurance

The Companys plants & machineries, factories and other movables are adequately insured against various risks

Directors

The office of Dr. Rupak Dasgupta, Director is due to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

Appropriate resolution for his re-appointment is being placed before you for your approval at the ensuing Annual General Meeting. The brief resume and other information in terms of the provisions of clause 49 of the Listing Agreement with Stock Exchanges have been detailed elsewhere in the notice. Your Directors recommend his re- appointment as Director of your Company.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:

- in preparation of the annual accounts, the appropriate accounting standards have been followed. There are no material departures from these applicable accounting standards.

- 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 31st March, 2010 and its profit for the year ended on that date.

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

- the directors have prepared the annual accounts on a going concern basis.

Auditors

M/s D.C. Dharewa & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from the auditor to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956. Further, the Auditors have confirmed that they have undergone the peer review process of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of ICAI. The observations of the Auditors in the Report on Accounts read with the relevant notes are self - explanatory.

Particulars of Employees

None of the employees employed throughout the year or part of the year who was in receipt of salary of Rs. 2,00,000 /- or more per month or Rs. 24,00,000 /- or more per annum, therefore, no details have been provided or required under section 217 (2A) of the Companies Act, 1956 read with the Company (Particulars of Employees) Rules, 1975. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Our Company has directed its efforts to reduce energy costs by focusing on energy savings through the best optimization of operations on a day to day basis. The Company has used fuels in appropriate mix to attain maximum savings.

As required to be disclosed in terms of Section 217(1) (e) of the Companies, Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, the relevant data pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the prescribed format as an Annexure to the Report and marked as Annexure-A .

Managements Discussion and Analysis Report

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause – 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report and marked as Annexure - B.

Corporate Governance

Our Company has complied with the applicable provisions of Corporate Governance under clause 49 of the Listing Agreement with the stock exchanges. A separate report on Corporate Governance, as stipulated under Clause – 49 of the Listing Agreement with the Stock Exchanges in India, is included in a separate section forming part of the Annual Report and marked as Annexure - C.

A certificate from the Auditors of the Company M/s D. C. Dharewa & Co., Chartered Accountants, confirming compliance of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed to this Report.

Acknowledgement

Your Directors place on record their sincere appreciation for significant contribution made by the employees and workers at all level through their dedication, hard work and commitment.

Your Directors also placed on record their appreciation for the continued support from the Shareholders, Suppliers, Customers, Government Departments and Authorities, Bankers, other Business Associates and its Employees.

On behalf of the Board of Director of

Kalpena Industries Limited



D. C. Surana

Chairman Date: 1st Day of September, 2010

Place: Kolkata

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