Directors Report of Linc Ltd.

Mar 31, 2018

Dear Shareholder’s

The Directors have pleasure in presenting their 24th Annual Report together with / the audited accounts of the Company for the year ended 31st March, 2018.

Financial Highlights (Rs. in Lakhs)

	2017 - 18	2016 - 17
Revenue from Operations	33189.15	35049.34
Other Income	116.28	42.59
Profit before depreciation, interest and taxation	2693.32	3404.14
Finance Cost	485.24	216.66
Depreciation	960.29	792.83
Profit before Tax	1247.79	2394.65
Provision for Taxation - Current	267.00	543.00
- Deferred	196.68	125.33
Profit after Tax	784.11	1726.32
Total Other comprehensive Income	(2.11)	(9.37)
Total Comprehensive Income of the Year	782.00	1716.95
Add: Credit Balance of the previous year	996.39	1013.32
Amount available for Appropriation	1778.39	2730.27
Transfer to General Reserve	500.00	1200.00
Dividend	443.58	443.58
Corporate Tax on Dividend	90.30	90.30
Balance carried to Balance Sheet	744.51	996.39

An amount RS. 500 Lakhs is being transferred to the General Reserves of the Company as at 31st March, 2018

Dividend

Your Directors recommend a Dividend of RS. 1.50 per equity share (previous year RS. 3/- per equity share) for the year ended 31st March, 2018.

Financial Performance

During the year under review, the Company’s Revenue from Operations decreased by 5.3% to RS. 33189 Lakhs as compared to RS. 35049 Lakhs during the preceding year. However, the Revenue from Operations were not strictly comparable, as in the post GST scenario the calculation is net of GST, while earlier it was gross of excise. The Profit after Tax during the year was RS. 784 Lakhs as compared to RS. 1726 Lakhs in the previous year, a drop of about 54.6%.

The profits were effected on account of lower export revenue, continued rise in polymer prices and higher Interest and Depreciation on account of commissioning of new production facility at Gujarat w.e.f.15th July, 2017.

The year-end debtors are 50 days of the sales for the year as compared to 41 days in the previous year. The inventory holding is for 86 days’ sales as compared to 81 days in the previous year.

A full analysis and discussion on the performance of the Company as well business outlook is included in this Annual Report under the heading ‘Management Discussion and Analysis’ as Annexure to this Report.

New Facility at Umbergaon, Gujarat

The commercial production in the new manufacturing facility at Umbergaon was started on 15th July, 2017.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby 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;

(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.

Corporate Governance

The Company had complied with the requirements of Corporate Governance in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report each on Corporate Governance (Annexure-B, along with Auditors’ Certificate on its due compliance) and Management Discussion and Analysis is attached to this report.

Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

Listing

The equity shares of the Company are listed on National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and The Calcutta Stock Exchange Limited (CSE).

Directors and Key Managerial Personnel

In accordance with the Articles of Association of the Company, Shri Aloke Jalan, Whole Time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The following persons were appointed as Key Managerial Personnel of the Company in Compliance with provisions of section 203 of the Companies Act, 2013:

Shri Deepak Jalan - Managing Director Shri Aloke Jalan - Whole Time Director Shri N. K. Dujari - Chief Financial Officer & Company Secretary Dr. Ranjan Das, Independent, NonExecutive Director has resigned from the Board w.e.f. 13th February, 2018. The Directors have placed on record their sincere appreciation for the valuable contribution and guidance provided by Dr. Ranjan Das during his tenure as Director.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

A statement pursuant to section 134 of the Companies Act, 2013, giving details of measures taken towards conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Accounts) Rules, 2014 is annexed as Annexure - C.

Particulars of Employees and related disclosures

Disclosure as required Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure - D.

Policy on Directors’ Appointment and Remuneration

Policy on Directors’ Appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing Regulations, 2015 and good corporate practices. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration - Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is -

- Remuneration to unionised workmen is based on the periodical settlement with the workmen union.

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

Declaration by Independent Directors

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

Related Party Transactions

All related party transactions that were entered into during the year under report were on an arm’s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. Thus, provisions of section 134(3)(h) and 188(1) of the Companies Act, 2013 are not applicable and therefore, Form No. AOC-2 has not been attached. Related Party Transactions Policy is available on weblink http://www.lincpen.com

Risk Management

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

Credit Rating

The Company’s credit ratings ascribed by CRISIL are - Long Term - CRISIL A/Stable; and Short Term - CRISIL A1.

Annual Evaluation by Board

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

Whistle Blower Mechanism

Your Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

Extract of Annual Return

Extract of Annual Return is annexed as Annexure - E.

Meeting of the Board of Directors

Five (5) meeting of the Board of Directors, including a meeting of independent Directors, without the attendance of the Non-Independent Directors and members of management, were held during the year. The details of the same are provided in the Corporate Governance Report.

Auditors

M/s Singhi & Co. (FRN: 302049E), Chartered Accountants were appointed as the Statutory Auditor of the Company in 23rd Annual General Meeting held on 1st September, 2017 for a period of 5 consecutive years commencing from the conclusion of the 23rd Annual General Meeting till the conclusion of the 28th Annual General Meeting of the Company.

In accordance with the Companies Amendment Act, 2017 enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

Secretarial Audit

The Company had appointed M/s D. C. Sahoo & Co., Practising Company Secretaries as the Secretarial Auditor of the Company for the financial year 2017-18. The report of the Secretarial Auditor is annexed as Annexure - F. The report does not contain any qualification.

Internal Finance Control

The Company has put in place adequate system of internal finance controls, commensurate with its size and nature of its operations. During the year no material weakness in its operating effectiveness was observed.

Corporate Social Responsibility

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy and the details are contained in the Annual Report on CSR activities given in Annexure - G forming part of this report.

The amount required to be spent on CSR activities during the year under review in accordance with the provisions of Section 135 of the Companies Act, 2013 is RS. 44.43 Lakhs and the company has spent RS. 39.80 Lakhs during the current financial year. The spending was less as the Company wanted to utilize the funds in justifiable, sustainable and measurable activities. The shortfall in the spend during the year under review is intended to be utilized in future on projects within the Company’s CSR Policy.

Further as a responsible corporate citizen, the Company had been involved in CSR activities since its inception. Some of these activities will not fall under 2% CSR spend as per Schedule VII read with Section 135 of the Companies Act, 2013. But the Company decided to continue with them, since those activities are integral to the business of the Company.

Prevention of Sexual Harassment at workplace

The Company has in place a Policy against Sexual Harassment of Women at Workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complain Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaints were received by the Committee during the year under review.

General

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

- There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

- Details relating to deposits covered under Chapter V of the Act.

- The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

- No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

- No fraud has been reported by the Auditors to the Audit Committee or the Board.

Acknowledgement

Your Directors express their appreciation to all the employees for their valuable contribution. Your directors also wish to express their gratitude for the continued co-operation, support and assistance provided by all the valued Channel Partners, Distributors, Suppliers, Bankers, Shareholders, the Central and State Governments.

For and on behalf of the Board

Deepak Jalan K. N. Ranasaria

Place : Kolkata Managing Director Director

Dated : 30th May, 2018 DIN: 00758600 DIN: 00201370

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 21st Annual Report together with the audited accounts of the Company for the year ended 31st March, 2015.

Financial Highlights

(Rs.in Lacs) 2014-15 2013-14

Sales & Other Operational Income 31830.27 31410.28

Other Income 28.74 8.55

Profit before depreciation, interest and taxation 2555.38 2215.29

Finance Cost 148.43 237.21

Depreciation 585.98 505.02

Profit before Tax 1820.97 1473.06

Provision for Taxation - Current 385.00 305.00

- Deferred (13.97) 17.37

- Income Tax for earlier years 17.53 (0.20)

Profit after Tax 1432.41 1150.89

Add: Credit Balance of the previous year 393.12 288.21

Amount available for Appropriation 1825.53 1439.10

Transfer to General Reserve 1000.00 700.00

Proposed Dividend 369.65 295.72

Corporate Tax on Dividend 73.92 50.26

Balance carried to Balance Sheet 381.96 393.12

Dividend

Your Directors recommend a Dividend of Rs.2.50 per equity share (previous year Rs.2/- per equity share) for the year ended 31st March, 2015.

Financial

Sales & Net Profit: During the year under review, the Company's Sales (incl. Other Operational Income) increased by only 1.3% to Rs.31830.27 Lacs as compared to Rs.31410.28 Lacs during the preceding year. The Company spend Rs.950.65 Lacs (3.0% of Sales) on Advertisement & Promotion in 2014-15 as compared to Rs.570.79 Lacs (1.8% of Sales) in 2013-14. The EBIDTA increased to Rs.2555.38 Lacs (8%) from Rs.2215.29 Lacs (7.1% of Sales). The Profit after Tax during the year was Rs.1432.41 Lacs as compared to Rs.1150.89 Lacs in the previous year, a jump of about 24.5%.

The main reasons for improved profitability in 2014-15 were -

a. Focus on value added products;

b. Better working capital Management.

The performance of the Company in 2014-15 would have been better, but for lower exports turnover on account of the political turmoil leading to currency devaluation in few of the geographies of our presence. Consequently, for the first time in over 15 years, our export turnover decreased, albeit by a meagre 4% to reach H87crore in 2014-15 compared to H91crore in 2013-14. However, the Company has already started taking various decisive steps that will help restore the double digit growth rate during the upcoming fiscal.

Working Capital: The year-end debtors are 46 days of the sales for the year as compared to 48 days in the previous year. The inventory holding is for 73 days' sales as compared to 82 days in the previous year. The total reduction of 11 days helped the Company in bringing down its finance cost by 37.4% for the year 2014-15.

A full analysis and discussion on the performance of the Company as well business outlook is included in this Annual Report under the heading 'Management Discussion and Analysis' as Annexure to this Report.

Directors' Responsibility S-fatew-ZHt

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors hereby 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;

(e) the directors, in the case of a listed company, 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.

Corporate

The Company had complied with the requirements of Corporate Governance in terms of clause 49 of the Listing Agreement with Stock Exchanges. A separate report each on Corporate Governance (Annexure-B, along with Auditors' Certificate on its due compliance) and Management Discussion and Analysis is attached to this report.

Listing

The equity shares of the Company are listed on BSE Limited (BSE), The Calcutta Stock Exchange Limited (CSE). The equity shares of the Company are also listed on National Stock Exchange of India Limited (NSE) w.e.f 9th March, 2015.

Directors and Key Managerical, Personnel

Pursuant to the provision of the Companies Act, 2013, the appointment of Dr. Ranjan Das, Shri Naresh Pachisia, Shri Kedar Nath Ranasaria and Shri Anil Kochar as Independent Director under section 149 of the Companies Act, 2013 for a term of 5 years w.e.f. 29th August, 2014 were approve by the shareholders at their meeting held on 29th August, 2014.

Ms. Supriya Newar was appointed as an Additional Director of the Company by the Board of Directors on 31st March, 2015, on recommendation of Nomination and Remuneration Committee. Ms. Newar is recommended for appointment as Independent Director in terms of Section 149 of the Companies Act, 2013, for five consecutive years with effect from the date of the ensuing Annual General Meeting of your Company.

In accordance with the Articles of Association of the Company, Shri Deepak Jalan, Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

The following persons were appointed as Key Managerial Personnel of the Company in Compliance with provisions of section 203 of the Companies Act, 2013:

Shri Deepak Jalan- Managing Director

Shri Aloke Jalan- Whole Time Director

Shri N. K. Dujari- Chief Financial Officer & Company Secretary

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

A statement pursuant to section 134 of the Companies Act, 2013, giving details of measures taken towards conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Accounts) Rules, 2014 is annexed as Annexure - C.

Particulars of Employees and related disclousres

Disclosure as required Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure - D.

Policy on Directors' Appointment and Remuneration.

Policy on Directors' Appointment is to follow the criteria as laid down under the Companies Act, 2013 and the Listing Agreement with Stock Exchanges and good corporate practices. Emphasis is given to persons from diverse fields or professions.

Policy on Remuneration - Guiding Policy on remuneration of Directors, Key Managerial Personnel and employees of the Company is -

- Remuneration to unionised workmen is based on the periodical settlement with the workmen union.

- Remuneration to Key Managerial Personnel, Senior Executives, Managers, Staff and Workmen (non Unionised) is industry driven in which it is operating taking into account the performance leverage and factors such as to attract and retain quality talent.

- For Directors, it is based on the shareholders resolutions, provisions of the Companies Act, 2013 and Rules framed therein, circulars and guidelines issued by Central Government and other authorities from time to time.

Declaration by Independent Directors

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

Related Party

All related party transactions that were entered into during the year under report were on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. Related Party Transactions Policy is available on website: www.lincpen.com

Risk

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section.

Annual Evolution by Board

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

Whistle Blower Mechanism

Your Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

Extract of Annual Return.

Extract of Annual Return is annexed as Annexure - E.

Meeting of the Beard of Dircetors

Five (5) meeting of the Board of Directors were held during the year. The details of the same are provided in the Corporate Governance Report.

Auditors

Your Directors request you to appoint Auditors for the Current Financial Year.

Cost Audit

The Company had appointed Mr. Debabroto Banerjee, Cost Accountant, to audit its cost accounting records for the financial year 2014- 15. The due date for filing the Cost Audit Report with the Ministry of Corporate Affairs is 30th September, 2015.

Secretarial Audit

The Company had appointed M/s D. C. Sahoo & Co., Practising Company Secretaries as the Secretarial Auditor of the Company for the financial year 2014-15. The report of the Secretarial Auditor is annexed as Annexure - F. The report does not contain any qualification.

Corporate Social Responsibility

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by Ministry of Corporate Affairs, the Company has undertaken activities as per the CSR Policy and the details are contained in the Annual Report on CSR activities given in Annexure-G forming part of this report.

Acknowledgement

Your Directors express their appreciation to all the employees for their valuable contribution. Your directors also wish to express their gratitude for the continued co-operation, support and assistance provided by all the valued Channel Partners, Distributors, Suppliers, Bankers, Shareholders, the Central and State Governments.

For and on behalf of the Board

Place : Kolkata Deepak Jalan Aloke Jalan

Dated : 22nd May, 2015 Managing Director Whole Time Director

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Mar 31, 2014

The Directors have pleasure in presenting their 20th Annual Report together with the audited accounts of the Company for the year ended 31st March, 2014.

Financial Highlights (Rs. in Lacs) 2013-14 2012-13

Sales & Other Operational Income 31410.28 30525.70

Other Income 8.55 37.96

Profit before depreciation, interest and taxation 2215.29 1398.98

Finance Cost 237.21 248.31

Depreciation 505.02 446.88

Profit before Tax 1473.06 703.79

Provision for Taxation - Current 305.00 150.00 - Deferred 17.37 12.36

- Income Tax for earlier years (0.20) -

Profit after Tax 1150.89 541.43

Add: Credit balance of the previous year 288.21 288.41

Amount available for Appropriation 1439.10 829.84

Transfer to general Reserve 700.00 300.00

Proposed Dividend 295.72 207.90

Corporate Tax on Dividend 50.26 33.73

balance carried to balance Sheet 393.12 288.21

Dividend

your Directors recommend a Dividend of H2/- per equity share (previous year H1.50 per equity share) for the year ended 31st March, 2014.

Financial Performance

Performance: During the year under review, the Company''s Sales (incl. Other Operational Income) increased by only 2.9% to H31410.28 Lacs as compared to H30525.70 Lacs during the preceding year. The Company spend H570.79 Lacs (1.8% of Sales) on Advertisement & Promotion in 2013-14 as compared to H755.05 Lacs (2.5% of Sales) in 2012-

13. The EbIDTA increased to H2215.29 Lacs (7.2% of Sales) from H1398.98 Lacs (4.7% of Sales).

The Profit after Tax during the year was H1150.89 Lacs as compared to H541.43 Lacs in the previous year, a jump of about 112.5%. Despite increase in prices of main inputs, the key factors which helped the Company in improving profitability during 2013-14 were –

a. Change in the sales mix.

b. Favourable Rupee-US Dollar Scenario.

c. Prudent spending on Advertisement and Promotions.

d. Upward price revision.

Working Capital: The year-end debtors are 48 days of the sales for the year as compared to 53 days in the previous year. The inventory holding is for 82 days'' sales as compared to 80 days in the previous year.

Fixed Assets: The Company spent H925.54 Lacs on acquisition of Fixed Assets, mainly consisting of moulds and machines at existing facilities.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm that:- i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements 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, 2014 and of the profit of the Company for the year ended on that date;

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

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

Corporate Governance

The Company had complied with the requirements of Corporate governance in terms of clause 49 of the Listing Agreement with Stock Exchanges. A separate report each on Corporate governance and Management Discussion and Analysis is attached to this report as Annexure – "D" and Annexure – "b" along with Auditors'' Certificate on its due compliance.

Listing

The equity shares of the Company are listed on bSE Limited (bSE), and The Calcutta Stock Exchange Limited (CSE).

Directors

Dr. Ranjan Das, Shri naresh Pachisia, Shri Kedar nath Ranasaria are the Independent Directors of the Company, whose period of office is liable to determination by retirement of directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act 2013, Dr. Ranjan Das, Shri naresh Pachisia, Shri Kedar nath Ranasaria are being eligible and offer themselves for appointment as Independent Directors for five years with effect from the date of the ensuing Annual general Meeting (AgM) of your Company. The Company received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

On recommendation of nomination and Remuneration Committee, Shri Anil Kochar was appointed as an Additional Director of the Company by the board of Directors on 30th May, 2014. Mr. Kochar is now recommended for appointment as Independent Director in terms of Section 149 of the Companies Act, 2013, for five years with effect from the date of the ensuing AgM of your Company.

In accordance with the Articles of Association of the Company, Shri Aloke Jalan, whole Time Director of the Company, retire by rotation at the ensuing Annual general Meeting and being eligible, offer himself for re- appointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

A statement pursuant to section 217(1) (e) of the Companies Act, 1956, giving details of measures taken towards conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of particulars in the report of board of Directors) Rules, 1988 is annexed as Annexure - b.

Particulars of Employees

Information to be provided under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) rules, 1975, is given in Annexure - C forming part of this report.

Auditors

your Directors request you to appoint Auditors.

Cost Audit

The Company had appointed Mr. Debabroto banerjee, Cost Accountant, to audit its cost accounting records for the financial year 2013-14. The due date for filing the Cost Audit Report with the Ministry of Corporate Affairs is 30th September, 2014.

Acknowledgement

your Directors express their appreciation to all the employees for their valuable contribution. your directors also wish to express their gratitude for the continued co-operation, support and assistance provided by all the valued Channel Partners, Distributors, Suppliers, bankers, Shareholders, the Central and State governments.

For and on behalf of the board

Place: Kolkata Deepak Jalan Aloke Jalan

Dated: 30th May, 2014 Managing Director Whole Time Director

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Mar 31, 2013

The Directors have pleasure in presenting their 19th Annual Report together with the audited accounts of the Company for the year ended 31st March'' 2013.

Financial Highlights

(Rs.in Lacs) 2012-13 2011-11

Sales & Other Operational Income 30525.70 27504.89

Other Income 37.96 14.66

Profit before depreciation'' interest and taxation 1398.98 1027.47

Finance Cost 248.31 378.04

Depreciation 446.88 430.21

Profit before Tax 703.79 219.22

Provision for Taxation - Curren 150.00 43.90

- Deferred 12.36 3.92

- Income Tax for earlier years 1.78

Profit after Tax 541.43 169.62

Add: Credit Balance of the previous year 288.41 267.40

Amount available for Appropriation 829.84 437.02

Transfer to General Reserve 300.00

Proposed Dividend 207.90 127.87

Corporate Tax on Dividend 33.73 20.74

Balance carried to Balance Sheet 288.21 288.41

Dividend

Your Directors recommend a Dividend of Rs.1.50 per equity share (previous year Rs.1.00 per equity share) for the year ended 31st March'' 2013.

The 20''00''000 Equity Shares alloted during the year on preferential basis will be entitled to pro-rata dividend from the date of allotment.

Financial Performance

Performance: During the year under review'' the Company’s Sales (incl. Other Operational Income) increased by 10.9% to Rs.30525.70 Lacs as compared to Rs.27504.89 Lacs during the preceding year. The Company spend Rs.481.03 Lacs (1.6% of Sales) on Advertisement in 2012-13 as compared Rs.1280.35 Lacs (4.7% of Sales) in 2011-12. The Profit after Tax during the year was Rs.541.43 Lacs.

Finance Cost: The Finance cost was down by 34.3% at Rs.248.31 Lacs in 2012-13 from Rs.378.04 Lacs in 2011- 12. The Finance Cost / Turnover was 0.8% in 2012-13 as compared 1.4% in 2011-12.

Working Capital: The year-end debtors are 53 days of the sales for the year as compared to 44 days in the previous year. The inventory holding is for 80 days’ sales as compared to 84 days in the previous year.

Fixed Assets: The Company spent Rs.676.40 Lacs on acquisition of Fixed Assets'' mainly consisting of moulds and machines at existing facilities.

Directors’ Responsibility Statement

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

i) in the preparation of the annual accounts'' the applicable accounting standards had been followed;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements 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'' 2013 and of the profit of the Company for the year ended on that date;

iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act'' 1956'' for safeguarding of the assets of the Company and for preventing and detecting fraud and other irregularities;

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

Corporate Governance

The Company had complied with the requirements of Corporate Governance in terms of clause 49 of the Listing Agreement with Stock Exchanges. A separate report each on Management Discussion and Analysis and Corporate Governance is attached to this report as Annexure - "A" and Annexure - "C" along with Auditors’ Certificate on its due compliance.

Listing

The equity shares of the Company are listed on BSE Limited (BSE)'' and The Calcutta Stock Exchange Limited (CSE).

Directors

During the year Shri Prakash Jalan'' Promoter Director and Shri S. L. Kochar'' Independent'' Non-Executive Director of the Company'' resigned from the Directorship with effect from 10th November'' 2012 and 12th February'' 2013 respectively. The Directors have placed on record their sincere appreciation for the very valuable contribution made by Shri Prakash Jalan and Shri S. L. Kochar during their tenure as Director.

In accordance with the provisions of Companies Act'' 1956 and the Articles of Association of the Company'' Dr. Ranjan Das'' Director of the Company'' retire by rotation at the ensuing Annual General Meeting and being eligible'' offer himself for reappointment.

Conservation of Energy'' Technology Absorption and Foreign Exchange Earnings & Outgo

A statement pursuant to section 217(1) (e) of the Companies Act'' 1956'' giving details of measures taken towards conservation of energy'' technology absorption'' foreign exchange earnings and outgo in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules'' 1988 is annexed as Annexure - B.

Particulars of Employees

The Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act'' 1956 read with Companies (Particulars of the Employees) Rules'' 1975.

Auditors

Your Directors request you to appoint Auditors for the Current Financial Year.

Acknowledgement

Your Directors express their appreciation to all the employees for their valuable contribution. Your directors also wish to express their gratitude for the continued co-operation'' support and assistance provided by all the valued Channel Partners'' Distributors'' Suppliers'' Bankers'' Shareholders'' the Central and State Governments.

For and on behalf of the Board

Place: Kolkata Deepak Jalan Aloke Jalan

Dated: 30th May'' 2013 Managing Director Whole Time Director

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Mar 31, 2011

Dear share holders

The Directors have pleasure in presenting their 17th Annual Report together with the audited accounts of the Company for the year ended 31st March, 2011.

Financial Highlight (Rs.in Lacs)

2010-11 2009-10

Sales & Other Operational Income 25364.09 22544.68

Other Income 40.19 20.51

Profit before depreciation,interest 1636.87 1631.99 and taxation

Interest 193.42 169.75

Depreciation 361.95 307.37

Profit before Tax 1081.50 1154.87

Provision for Taxation

- Current 220.50 306.00

- Deferred 21.03 6.01

- Income Tax for earlier years - 3.35

Profit after Tax 839.97 839.51

Add: Credit Balance of the 195.80 125.55 previous year

Amount available for Appropriation 1035.77 965.06

Transfer to General Reserve 500.00 500.00

Proposed Dividend 230.15 230.15

Corporate Tax on Dividend 38.22 39.11

Balance carried to Balance Sheet 267.40 195.80

Dividend

Your Directors recommend a Dividend of Rs.1.80 per equity share (previous year Rs.1.80 per equity share) for the year ended 31st March, 2011.

Financial Performance

Performance: During the year under review, the Company’s Sales (incl. Other Operational Income) increased by 12.5% to Rs.25364.09 Lacs as compared to Rs. 22544.68 Lacs during the preceding year. The Company spend Rs.1368.27 Lacs (5.5% of Sales) on Advertisement & Promotion in 2010-11 as compared Rs.970.23Lacs (4.3% of Sales) in 2010-11. The Profit after Tax during the year was Rs.839.97 Lacs which is almost same as previous year.

Finance Cost: The Interest cost was up by 13.9% at Rs.193.42 Lacs in 2010- 11 from Rs.169.75 Lacs in 2009-10. The Interest / Turnover was 0.8% and Interest Cover is 8.5 in 2010-11, which were 0.8% and 9.6 respectively in 2009-10.

The CRISIL retained its "P1" rating as regards to Rs.100 Million Commercial Paper Programme of our Company. As per them, this rating indicates that the degree of safety with regard to timely payment of interest and principal on the instrument is very strong.

Working Capital: The year-end debtors are 32 days of the sales for the year as compared to 33 days in the previous year. The inventory holding is for 98 days’ sales as compared to 78 days in the previous year.

Fixed Assets: The Company spent Rs.1236.84 Lacs on acquisition of Fixed Assets, mainly consisting of moulds and machines at existing facilities.

Directors' Responsibility Statement

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

i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements 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, 2011 and of the profit of the Company for the year ended on that date;

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

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

Corporate Governance

The Company had complied with the requirements of Corporate Governance in terms of clause 49 of the Listing Agreement with Stock Exchanges. A separate report each on Corporate Governance and Management Discussion and Analysis is attached to this report as Annexure - "A" and Annexure - "B" along with Auditors’ Certificate on its due compliance.

Listing

The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE), and the The Calcutta Stock Exchange Association Limited (CSE).

Directors

In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Shri P. R. Agarwala and Shri K. N. Ranasaria, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

A statement pursuant to section 217(1)(e) of the Companies Act, 1956, giving details of measures taken towards conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1998 is annexed as Annexure - C.

Particulars of Employees

The Company does not have any employee falling within the scope of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) rules, 1975.

Auditors

Your Directors request you to appoint Auditors for the Current Financial Year.

Acknowledgement

Your directors express their appreciation to all the employees for their valuable contribution. Your directors also wish to express their gratitude for the continued co-operation, support and assistance provided by all the valued Channel Partners, Distributors, Suppliers, Bankers, Shareholders, the Central and State Governments.

For and on behalf of the Board

Deepak Jalan Aloke Jalan Managing Director Whole Time Director

Place : Kolkata Dated : 30th May 2011

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Mar 31, 2010

The Directors have pleasure in presenting their 16th Annual Report together with the audited accounts of the Company for the year ended 31st March 2010.

Financial Highlights

(Rs. in Lacs)

2009 - 10 2008 - 09

Sales & Other Operational

Income 22544.68 19075.50

Other Income 20.51 162.98

Profit before depreciation,

interest and taxation 1631.99 1279.40

Interest 169.75 285.91

Depreciation 307.37 309.29

Profit before Tax 1154.87 684.20

Provision for Taxation - Current 306.00 124.00

- Deferred 6.01 32.88

- Fringe Benefit Tax - 23.50

- Income Tax for earlier years 3.35 -

Profit after Tax 839.51 503.82

Add: Credit Balance of the

previous year 125.55 196.11

Amount available for

Appropriation 965.06 699.93

Transfer to General Reserve 500.00 350.00

Proposed Dividend 230.15 191.79

Corporate Tax on Dividend 39.11 32.59

Balance carried to Balance Sheet 195.80 125.55



Dividend

Your Directors recommend a Dividend of Rs. 1.80 per equity share (previous year Rs. 1.50 per equity share) for the year ended 31st March 2010.

Financial Performance

Performance: During the year under review, the Companys Sales (incl. Other Operational Income) increased by 18.2% to Rs. 22544.68 Lacs as compared to Rs. 19075.50 Lacs during the preceding year. The Company spend Rs. 970.23 Lacs (4.3% of Sales) on Advertisement & Promotion in 2009-10 as compared Rs. 833.28 Lacs (4.4% of Sales) in 2008-9. The Profit after Tax during the year was Rs. 839.51 Lacs which is 66.6% higher than previous year.

Finance Cost: The Interest cost was down by 40.6% at Rs. 169.75 Lacs in 2009-10 from Rs. 285.91 Lacs in 2008-09. The Interest / Turnover was 0.8% and Interest Cover is 9.6 in 2009- 10, which were 1.5% and 4.5 respectively in 2008-09.

The Company retained its "PI" rating as regards to Rs. 100 Million Commercial Paper Programme of our Company. As per them, this rating indicates that the degree of safety with regard to timely payment of interest and principal on the instrument is very strong.

Working Capital: The year-end debtors are 33 days of the sales for the year as compared to 37 days in the previous year. The inventory holding is for 78 days sales as compared to 114 days in the previous year.

Fixed Assets: The Company spent Rs. 541.51 Lacs on acquisition of Fixed Assets, mainly consisting of moulds and machines at existing facilities.

Directors Responsibility Statement

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

i) in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) appropriate accounting policies have been selected and applied consistently and have made judgements 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 of the profit of the Company for the year ended on that date;

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

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

Corporate Governance

The Company had complied with the requirements of Corporate Governance in terms of clause 49 of the Listing Agreement with Stock Exchanges. A separate report each on Corporate Governance and Management Discussion and Analysis is attached to this report as Annexure - "A" and Annexure "B" along with Auditors Certificate on its due compliance.

Listing

The equity shares of the Company are listed on Bombay Stock Exchange Limited (BSE), and the The Calcutta Stock Exchange Association Limited (CSE).

Directors

Shri Prakash Jalan resigned from the Whole Time Directorship of the Company with effect from 15th April 2010 and is continuing as Director of the Company. In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Shri Sohan Lal Kochar and Dr. Ranjan Das, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

A statement pursuant to section 217U)(e) of the Companies Act, 1956, giving details of measures taken towards conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1998 is annexed as Annexure - C.

Particulars of Employees

Information to be provided under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of the Employees) rules, 1975, is given in Annexure -D forming part of this report.

Auditors

Your Directors request you to appoint Auditors/ Branch Auditors for the Current Financial Year.

Acknowledgement

Your directors express their appreciation to all the employees for their valuable contribution. Your directors also wish to express their gratitude for the continued co-operation, support and assistance provided by all the valued Channel Partners, Distributors, Suppliers, Bankers, Shareholders, the Central and State Governments.

For and on behalf of the Board

Place : Kolkata Deepak Jalan Aloke Jalan

Dated: 29th May 2010 Managing Director Whole Time Director