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Directors Report of Orient Bell Ltd.

Mar 31, 2015

Dear Members

The Directors take pleasure in presenting the Thirty Eighth Annual Report and the audited accounts for the financial year ended March 31, 2015.

Financial Results (Rs. in lakhs)

Particulars Year ended March 31, 2015 Year ended March 31, 2014*

Gross Income 75,458.72 63,617.41

Profit before finance cost, depreciation, taxation 4,870.51 4,819.92 and exceptional item

Finance Cost 2,068.03 2,419.80

Depreciation 1,776.01 1,941.39

Exceptional Item (Loss on sale of investment in 1.32 - Subsidiary)

Profit before taxation 1,025.15 458.73

Tax expense 546.78 256.06

Profit after tax 478.37 202.67

Earning per share (Rs.) 3.50 1.49

*regrouped

Operations and Business Review

Your Company closed the financial year 2014-15 on a good note. Gross Income has increased by about 19% over the last year from Rs. 63,617 Lakhs in previous year to Rs. 75,459 Lakhs in current year. The Profit before tax has also increased by 123% over the previous year from Rs. 458.73 Lakhs to Rs. 1025.15 Lakhs. Your Company aims to sell more of bigger size and high value tiles and to reduce the cost of production substantially. Your Company is also trying up additional manufacturing capacities in West Zone to augment supplies.

With the integration of Brand 'Orient' and 'Bell' your Company now has only one Brand i.e. 'Orient Bell'. 'Orient Tile Boutiques' and 'Bell Tile Boutiques' have been renamed as 'Orient Bell Tile Boutiques' (OBTBs).

Your Company has laid stress on acquiring premium customers and increasing the sale of high value products. To boost these higher margin sales, your Company is increasing spends on its branding and advertising and also plans to launch several OBTBs across India this year. Your Company has participated in the ACETECH Exhibitions held at Delhi, Bengaluru and Kolkata where for the first time in the tile industry, your Company has displayed the tile concepts using QR Code technology, which is a convenient and wonderful way to choose a tile for the end user. As a Sales and Marketing tool, your Company has launched a Facebook page https://www.facebook.com/OrientBellLtd. Your Company is constantly getting bigger and more prominent dealers in all towns and cities to display and sell tiles. While continuing to sell to large projects, during the year under review your Company acquired several prestigious customers such as Experion - Gurgaon, SARE group – Chennai, Gurgaon and Ghaziabad, DLF – Gurgaon, Delhi and Mahada – Mumbai and Pune. Operating Systems have been further strengthened and more manpower deployed to increase the share of retail in our total sales. This way, not only will we be able to sell more high value products but also improve the average selling price for all our products. Your Company is confident that with the support of its regular and prospective customers it will further strengthen its sales.

Dividend

For the year under review, your Directors have recommended a dividend of Re. 0.50 per equity share for the financial year ended March 31, 2015. The total outgo of dividend (inclusive of tax of Rs. 14.06 lakhs) would amount to Rs. 83.14 lakhs as against Rs. 79.40 lakhs in the previous year. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

Particulars of Loans, Guarantees or Investments

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Public Deposits

Your Company has neither invited nor accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Transfer to Reserves

We propose to transfer Rs. 70,20,900/- to Securities Premium and Rs. 68,66,168/- from Revaluation Reserve to General Reserve and Rs. 3,28,033/- from Employee Stock Option Reserve to General Reserve.

Particulars of Contracts or Arrangements made with Related Parties

All Related Party Transactions entered during the year were in the ordinary course of business and on arm's length basis. No material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

Directors and Key Managerial Personnel

During the year under review pursuant to withdrawal of nomination of Mr. Satish Chandra by IDBI Bank, Mr. Chandra resigned and Board approved the same effective 12th February, 2015.

The Board of Directors in their meeting held on 03rd November, 2014 appointed Ms. Tanuja Joshi as an Additional Director in the category of Independent-Non-Executive Director of the Company with effect from 03rd November, 2014 to hold office up to the forthcoming Annual General Meeting. The above appointment was based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Shareholders of the Company at the forthcoming Annual General Meeting. The Nomination and Remuneration Committee and the Board of Directors have in their respective meetings held on 13th August, 2015 subject to the approval of shareholders in the forthcoming Annual General Meeting, recommended the appointment of Ms. Tanuja Joshi as Independent- Non Executive Director for a period ending on 02nd November, 2019.

To comply with the provisions of Section 149 and other applicable provisions of the Act, the Board has recommended the appointment of Ms. Tanuja Joshi to hold office as per her tenure of appointment mentioned in the notice of the forthcoming Annual General Meeting of the Company. Details of the proposal for the appointment of Ms. Tanuja Joshi as an Independent Director are also mentioned in the Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 38th Annual General Meeting of the Company. Her appointment is appropriate and in the best interest of the Company.

Mr. Dhruv M. Sawhney's term of office as Independent Director of the Company shall end on 29th September, 2015 and he shall fulfill his term of appointment till the said date. Till now, the Company has not received any proposal intending to propose him as Independent Director either from him or from any other member in terms of section 160 of the Companies Act, 2013. In case, the said proposal is not received at least fourteen days before the ensuing Annual General Meeting, Mr. Dhruv M. Sawhney shall not be re-appointed as Director of the Company.

The first term of appointment of Mr. N.R. Srinivasan shall also expire on 29th September, 2015. Mr. Srinivasan has given his consent to act as Independent director for a further term of one year from 30th September, 2015 to 29th September, 2016.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Mahendra K. Daga shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

The present term of Mr. Mahendra K. Daga as Chairman & Managing Director of the Company will expire on 30th November 2015. The Nomination and Remuneration Committee and the Board of Directors have, in their respective meetings held on 13th August, 2015 subject to the approval of the members vide special resolution at the ensuing Annual General Meeting and such other approvals as may be necessary in this regard, approved the reappointment and remuneration of Mr. Mahendra K. Daga as Chairman & Managing Director for a further period from 01st December, 2015 to 31st March, 2018.

Number of meetings of the Board

The Board met six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Directors' Responsibility Statement

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, make the following statement:

(a) that in the preparation of annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2015 and of the profit of your Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the accounts for the financial year ended March 31, 2015 have been prepared on a 'going concern' basis;

(e) that internal financial controls were in place and that such internal financial controls were adequate and were operating effectively;

(f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Audit Committee

The Audit Committee comprises of three Independent Directors namely Mr. R.N. Bansal (Chairman), Mr. N.R. Srinivasan (Member) and Mr. P.M. Mathai (Member) and two Non Independent- Executive Directors namely Mr. Mahendra K. Daga (Member) and Mr. K.M. Pai (Member). All the recommendations made by the Audit Committee were accepted by the Board.

Remuneration Policy

The Policy of the Company on Director's appointment and remuneration namely Nomination and Remuneration Policy, specifying criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub section (3) of section 178 of the Companies Act, 2013 was adopted by the Board on 03rd November, 2014. The said Policy was amended by the Board on 13th August, 2015 and the same is appended as Annexure 1 to the Board's Report. We affirm that the remuneration paid to the Directors is as per the terms laid and put in the Nomination & Remuneration Policy of the Company. The Nomination and Remuneration Policy and Nomination and Remuneration (Amended) Policy, 2015 may be accessed at the Company's website.

Risk Management Policy

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has formed a Risk Management Policy. This policy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

The Risk Management Policy as approved by the Board is uploaded on the Company's website and may be accessed at the website of the Company at http://www.orientbell.com.

Vigil Mechanism cum Whistle Blower Policy

The Company has formulated a Vigil Mechanism cum Whistle Blower Policy to deal with the instances of unethical behavior, actual or suspected, fraud or violation of the Company's Code of Conduct. It provides for a mechanism for Directors and Employees of the Company to approach the Chairman of the Audit Committee of the Company or the Director nominated to play the role of Audit Committee as the case may be, to report such cases. The Vigil Mechanism cum Whistle Blower Policy of the Company is uploaded on the Company's website and may be accessed at the website of the Company at http://www.orientbell.com.

Corporate Social Responsibility

The Corporate Social Responsibility Committee comprises Mr. Madhur Daga (Chairman), Mr. K.M. Pai, Mr. N.R. Srinivasan, Mr. R.N. Bansal and Ms. Tanuja Joshi (Members). The Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website at http://www.orientbell.com

The CSR activities, as per the provisions of the Companies Act, 2013, may also be undertaken through a Registered Trust. The Company has identified and the CSR Committee has approved to undertake the CSR activities through M/s Godavari Foundation, a Trust registered under Section 12A of the Income Tax Act, 1961 (registration no. DIT(E) 268-69/8E/196/90-91).

The Company undertakes initiatives in compliance with Schedule VII to the Act, as amended from time to time.

During the year, the Company has spent Rs. 19,77,742/- (around 2% of the average net profits of last three financial years) on CSR activities.

The Annual Report on CSR activities is appended as Annexure 2 to the Board's Report.

Code for prevention of Insider Trading Practices

The Company had instituted a comprehensive Code of Conduct for Prevention of Insider Trading for its Designated Employees, in compliance with Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time (the "old Regulations"). The Code lays down Guidelines, which advise them on procedures to be followed and disclosures to be made, while dealing with shares of the Company and cautions them of the consequences of violations. The Securities and Exchange Board of India (SEBI) on 15th January, 2015 notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 (the "new Regulations") which have come into force from 15th May, 2015, thereby revamping the two- decade old Regulations. In accordance with the provisions of the new Regulations, your Company has formulated and adopted 'Code of Conduct for prevention of Insider Trading' and 'Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information' (hereinafter collectively referred to as "OBL Code of Conduct") w.e.f. 15th May, 2015.

OBL Code of Conduct has been formulated to regulate, monitor and ensure reporting of trading by the Employees and Connected Persons designated on the basis of their functional role in the Company towards achieving compliance with the new Regulations and is designed to maintain the highest ethical standards of trading in Securities of the Company by persons to whom it is applicable.

Information pursuant to Section 134(3)(m) of the Companies Act, 2013

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is appended as Annexure 3 to the Board's Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought 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 and the evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

Employee Stock Option Scheme

The information required to be disclosed in terms of the provisions of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 is appended as Annexure 4 to the Board's Report.

Management Discussion and Analysis Report

'Management Discussion and Analysis Report', as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges forming part of this report, has been given under separate section in the Annual Report.

Corporate Governance Report

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors forms an integral part of this Report.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is appended as Annexure 5 to the Board's Report.

Subsidiary Company

During the year under review, your Company has sold off its entire shareholding held by it in its wholly owned subsidiary, Elit International Trading (HK) Pvt. Ltd. The Company has presently no subsidiary.

Particulars of Employees

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. However, as per the provisions of Section 136 of the Act, the Report and Accounts are being sent to all the members excluding the information on particulars of employees which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

Auditors

Statutory Auditors

M/s S. R. Dinodia & Co. LLP, Chartered Accountants, New Delhi Statutory Auditors of your Company hold office till the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a letter from M/s S.R. Dinodia & Co. LLP, confirming that their appointment, if made, would be within the limits prescribed under section 139 and 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Board of Directors recommends the re-appointment of M/s S.R. Dinodia & Co. LLP as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of 39th Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules there under at such remuneration as shall be fixed by the Board of Directors of the Company.

Auditors' Report

The Auditor's Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments. The Auditor's Report does not contain any qualification, reservation or adverse remark.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Vivek Arora, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is appended as Annexure 6 to the Board's Report.

Material changes and commitments between the end of the financial year and date of report

Your Company has entered into an Agreement with a Ceramic Tile Manufacturing Company at Morbi (Gujarat) and its Promoters to acquire its 19.5% equity stake. The plant shall have manufacturing capacity of about 46 (forty six) lakhs square meters of tiles (polished and glazed) per annum and likely to start commercial production by the end of December, 2015.

General

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013". Your Directors further states that during the year under review, no complaint was received and there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.

Acknowledgement

Your Directors gratefully acknowledges the assistance, support and co-operation received from banks, government authorities, dealers, project customers, vendors, business associates and members during the year under review. Your Directors would also like to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

On behalf of the Board

Place: New Delhi Mahendra K. Daga

Date: 13th August, 2015 Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors are pleased to present the 37th Annual Report and the audited accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS (Rs. in lakhs)

Standalone

Particulars Year ended Year ended March 31, March 31, 2014 2013

Gross Income 63,588.07 62,359.93

Profit before interest, depreciation and taxation 4,823.25 6,100.98

Interest 2,423.13 2,501.84

Depreciation 1,941.39 1,855.65

Profit before taxation 458.73 1,743.49

Tax expense 256.07 760.20

Profit after tax 202.67 983.29

Earning per share (Rs.) 1.49 7.24

FINANCIAL RESULTS (Rs. in lakhs)

Consolidated Particulars Year ended Year ended March 31, March 31, 2014 2013

Gross Income 63,588.07 62,359.93

Profit before interest, depreciation and taxation 4,824.05 6,101.84

Interest 2,423.13 2,501.84

Depreciation 1,941.39 1,855.65

Profit before taxation 459.53 1,744.35

Tax expense 256.05 760.20

Profit after tax 203.49 984.15

Earning per share (Rs.) 1.50 7.25

OPERATIONS

During the year under review, Gross Income has increased marginally by 1.02% over the last year from Rs. 62,360 Lakhs in previous year to Rs. 63,588 Lakhs in current year. The Profit before tax, however, dipped from Rs. 1,743.49 Lakhs to Rs. 458.73 Lakhs. The adverse hit on profits during the year under review was mainly due to the increase in fuel cost. Regasified Liquified Natural Gas (RLNG) is a major component of cost of production which your Company purchases from GAIL (India) Limited. During the year under review, the prices of RLNG increased sharply thereby increasing cost of production. Due to difficult market conditions, your Company was unable to pass on the increased cost to its customers. Your Company has taken steps to rejig the product profile in favour of high value digital and larger format tiles to improve profitability in the coming years.

INITIATIVES

Opening of Orient Tile Boutiques and Bell Tile Boutiques

A good and prominent display is important in selling. Your Company is focusing on creating defined spaces in the dealer''s shops where only your Company''s products are always displayed. Such exclusive display areas are named as Orient Tile Boutique (OTB) for displaying ''Orient'' brand and another as Bell Tile Boutique (BTB) for displaying ''Bell'' brand. At such OTBs and BTBs the company has the advantage of displaying its entire range and customer the opportunity to choose from a wide selection. During the year under review your Company has opened 55 OTBs and 8 BTBs PAN India and the number is growing. Such boutiques are expected to create significant demand of your Company''s higher value products in the medium to long term future.

Patent Pending Products

Your Company''s four out of the box Patent Pending Products (PPPs) viz., Forever Tiles, Germ-Free Tiles, Cool Tiles and Life Tiles have been well received by retail & institutional customers. Forever Tile''s self cleaning feature, Germ Free Tile''s anti bacterial and hygiene feature, Life Tile''s self cleaning and smog removal feature and Cool Tile''s reduction of heat and electricity saver feature define their edge over others. Various test reports of recognized laboratories have already proven these features. Due to the environment friendly features of PPPs your Company has been registered with associations like Green Rating for Integrated Habitat Assessment (GRIHA) and Indian Green Building Council (IGBC) which are aggresive in making the environmen greener.

The contemporary and elegant designs of PPPs together with their exclusive technology feature set them apart from regular tiles. Various prestigious institutions such as DLF, Ansals, Ashiana Houing, IIT - Patna, Medanta - The Medicity, Gurgaon, Sobha Developers, Hotel Silverline, Devi Narayana Housing and Paharpur Industries have already installed & are happy with the performance of your Company''s PPPs. Apart from direct representation to prospective customers & influencers, your Company is actively promoting PPPs through a variety of social media & hopes to gain many more customers for PPPs over the next few quarters.

Launch of Mobile Application - m.orientbell.com

With the increasing significance of mobile phones and their applications in people''s lifestyles, the necessity for new technologies and new applications has risen. Your Company has launched mobile applications on Apple and Android platforms to help us to build relationship with the customers, increase company''s accessibility, increase exposure across mobile devices, and to connect with the on-the-go customers. On the other hand the customer gets easy access to Company''s products, Company events like new product launches, display centres etc.

Participations - ACETECH (Delhi & Bengaluru & Kolkata), Green Building and Retrofits Expo Asia held in Thailand

During the year under review your Company has reached Architects, Builders, Interior Designers and General Public to show its innovative designs and products through Acetech Exhibition held at Delhi, Bengaluru and Kolkata and also through GBR EXPO Asia 2014-the 4th International Exhibition and Conference on Green Building & Retrofits held in Thailand for the Asia Market.

DIVIDEND

For the year under review, your Directors have recommended a dividend of Rs. 0.50 per equity share for the financial year ended March 31, 2014. The total outgo of dividend (inclusive of tax of Rs. 11.53 lakh) would amount to Rs. 79.40 lakh as against Rs. 238.20 lakh in the previous year. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, your Company has come out with Orient Bell Employees Stock Option Scheme - 2013 ("Scheme"). The Compensation Committee of the Board monitors and administers the Scheme in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the SEBI Guidelines").

The applicable disclosures as stipulated under the SEBI Guidelines as on March 31, 2014 with regard to the Scheme are provided in Annexure ''A''.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

''Management Discussion and Analysis Report'', as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges forming part of this report, has been given under separate section in the Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company has implemented the mandatory as well as certain non-mandatory requirements of Corporate Governance as per clause 49 of the Listing Agreement. A report on Corporate Governance with detailed compliance has been given under a separate section in the Annual Report. Your Company has also obtained a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors.

SUBSIDIARY COMPANY

In terms of Section 212 of the Companies Act, 1956 read with the General Circular no. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, Balance Sheet, Profit and Loss Account and other documents of its subsidiary Elit International Trading (HK) Pvt. Ltd., are not being attached with the Balance Sheet of the Company. However, the financial information of Elit International Trading (HK) Pvt. Ltd. is disclosed in the Annual Report in compliance with the said circular. The accounts and the related detailed information of subsidiary company will be made available to any shareholder on request. The annual accounts of the subsidiary company will also be kept open for inspection by any shareholder at the Corporate Office of the Company and also at the venue during the Annual General Meeting.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, Consolidated Financial Statements are provided in the Annual Report.

PUBLIC DEPOSITS

Pursuant to Section 58A of Companies Act 1956, during the year your Company has neither invited nor accepted deposits from the public.

INFORMATION PURSUANT TO SECTION 217(1) (e)

The information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure ''B''.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 (hereafter referred to as ''the Act''), read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to all the members excluding the statement containing the statement of particulars of employees to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy at the Corporate Office of the Company.

DIRECTORS

Mr. K. M. Pai was appointed as Non Executive-Non Independent Director of the Company effective 02.04.2012. The Board of Directors has, in its meeting held on 24.04.2014 approved the appointment of Mr. K.M. Pai as Whole Time Director of the Company for a period from 24.04.2014 to 31.03.2017. The Board of Directors recommends the appointment and remuneration of Mr K.M. Pai as Whole Time Director of the Company to be passed by the members at the ensuing Annual General Meeting.

Being longest in office, Mr. K.M. Pai will retire by rotation and being eligible, offers himself for reappointment. The Board of Directors recommends his re-appointment.

IDBI Bank has nominated Mr. Satish Chandra as its Nominee Director in place of Ms. Madhavi Kapadia w.e.f. 21.04.2014.

Mr. Mahendra K. Daga and Mr. Madhur Daga earlier appointed as Managing Director and Whole Time Director respectively not liable to retire by rotation are proposed to continue to hold their offices as such whose period of office shall be liable to determination by rotation.

To comply with the provisions of Section 149 and other applicable provisions of the Act, the Board has recommended the appointment of all the existing non executive Independent Directors as Independent Directors viz., Mr. R.N. Bansal, Mr. N.R. Srinivasan, Mr. P.M. Mathai and Mr. Dhurv M. Sawhney to hold office as per their tenure of appointment mentioned in the notice of the forthcoming Annual General Meeting of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) that in the preparation of annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for the year under review;

(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1 956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS

M/s S. R. Dinodia & Co. LLP, Chartered Accountants, New Delhi Statutory Auditors of your Company, hold office till the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a letter from M/s S.R. Dinodia & Co. LLP, confirming that their appointment, if made, would be within the limits prescribed under section 139 and 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Board of Directors recommends the re-appointment of M/s S.R. Dinodia & Co. LLP as Statutory Auditors from the conclusion of ensuing Annual General Meeting till the conclusion of 38th Annual General Meeting in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules there under at such remuneration as shall be fixed by the Board of Directors of the Company.

During the year, the Company had received intimation from M/s S.R. Dinodia & Co. LLP stating that M/s S.R. Dinodia & Co. had been converted into a Limited Liability Partnership (LLP) under the provisions of the Limited Liability Partnership Act, 2008 with effect from 1 5.1 0.2013. In terms of Ministry of Corporate Affairs, Government of India, General Circular No. 9/2013 dated April 30, 2013, if a firm of Chartered Accountants, being an auditor in a Company under the Companies Act, 1956, is converted into an LLP, then such an LLP would be deemed to be the auditor of the said Company. The Board of Directors of the Company has taken due note of this change. Accordingly, the audit of the Company for financial year 2013- 14 was conducted by M/s S.R. Dinodia & Co. LLP.

AUDITORS'' REPORT

The Auditor''s Report read with notes to the accounts referred to in the Auditor Report are self- explanatory and therefore do not call for any further comments.

COST AUDITORS

During the year under review, the Board of Directors has, on recommendation of Audit Committee, and subject to Central Government approval, appointed M/s J.C. Chandra & Associates, Cost Accountants, as cost auditors of the Company for the FY 2013-14. Central Government has, confirmed the appointment of M/s J.C. Chandra & Associates.

ACKNOWLEDGEMENT

Your Directors acknowledges with gratitude and appreciation, the continued support and assistance received from banks, government authorities, customers, vendors, business associates, financial institutions and members and also wish to place on record their deep sense of appreciation for the hard work, dedication and committed services by the Company''s executives, staff and workers.

On behalf of the Board

Place: New Delhi Mahendra K. Daga Date: 29-07-2014 Chairman & Managing Director


Mar 31, 2013

The Directors are pleased to present the 36th Annual Report and the audited accounts for the financial year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. in lac) Standalone Consolidated Year ended Year ended Year ended Year ended Particulars March 31, March 31, March 31, March 31, 2013 2012 2013 2012

Gross income 62,360.00 58,661.00 62,360.00 58,661.00

Profit before interest, depreciation and taxation 6,087.59 5,201.14 6,088.46 5,210.76

Interest 2,488.45 2,182.57 2,488.46 2,193.41

Depreciation 1,855.65 1,901.75 1,855.65 1,901.75

Profit before taxation 1,743.49 1,116.82 1,744.35 1,115.61

Tax expense 760.20 (229.74) 760.47 (229.74)

Profit after tax 983.29 1,346.56 983.87 1,345.35

Earning per share (Rs.) 7.24 9.92 7.25 9.92

OPERATING RESULTS

The financial year 2012-13 was a challenging year. During the year under review 2012-13, your Company has registered a gross income of Rs. 62,360 lac as compared to Rs. 58,661 lac in the previous financial year 2011-12, an increase of about 6%. The slow growth in retail and real estate sector across India contributed to almost flat turnover. Despite the low appreciation in gross sales, the trading sales have increased by 30%. Your Company''s profit before tax has improved by 56.13% from Rs. 1,117 lac to Rs. 1,744 lac. The profit after tax has, however, reduced from Rs. 1,347 lac to Rs. 983 lac mainly due to deferred tax of Rs. 783 lac.

PERFORMANCE HIGHLIGHTS

Launch of digital tiles

During the year under review, your Company has purchased eight state-of-the- art digital printers across all its production lines in all three plants and launched its digital tile portfolio. The launch was met with considerable success. Your Company''s local and international design teams in coordination with production teams have been working hard to produce our digital collection and at the same time upgrading many products and designs.

Launch of e-slanter and e-showroom applications Your Company has launched an innovative e-slanter application, the best digital solution to virtually design walls and floors with our tiles. The e-slanter easily and effectively helps customers combine base tiles and highlighters in online or offline mode. We have also introduced improved versions of applications like e-showroom and tilesstyle.in app on iPad. These applications are helping prospective retail & professional customers choose tiles from our e-catalogue and apply those in the chosen area and virtually visualize the chosen tiled area. Your Company has aggressive plans to popularize these applications.

CUSTOMER SERvICE

Your Company has always been customer focused. During the year we made substantial progress to sharpen and deepen the focus by taking a number of measures. Some of them are:

Dedicated Customer Call centre Your Company is the first in the industry to have a professionally-managed customer service call centre to handle customer queries, handle sales lead as well as to provide free tile education to general public through our toll-free numbers. The service is branded ''Tiles Talk'' and is available on Orient brands toll-free number 1800 208 1015 and toll-free number 1800 208 5055 for the Bell brand. Anyone in the country can call and ask anything relating to buying, using, installing or maintaining tiles. If they are not satisfied with the answers or want more information, an expert calls them back.

Launch of website www.TilesTalk.com Your Company has launched www.TilesTalk.com to provide for a tile-related information portal for architects, dealers, masons and others who are connected with tiles, to form their groups or start their own blogs among others. TilesTalk application is also available on Apple stores and Google play. This 360 degree approach to provide education to prospective consumers is a first-of-its-kind initiative in the industry. It will help general consumers and experts alike. All possible questions on tiling are listed on the website and mobile apps with answers. Visitors can search for answers they need or ask their specific questions. The same interactive website is also available through application on Android phones through Google Play and on iPad through App Store.

Customer Service Tools

We have set up easy tools for customer service and engagement like SMS ''tile'' to 54242 for Orient brand and 53636 for Bell brand. Dealer locator service for anyone in the country to locate a nearby dealer by sending SMS ''Orient Locate'' or ''Bell Locate'' with pin code to 54242. Your Company has also implemented survey tools to survey visitors and customers for feedback, satisfaction or engagement. Many more initiatives for customer service and engagement are under way.

SOCIAL PRESENCE

Orient Bell Limited also has a catalogue application called TileStyles on App Store and several branded games on Google play. The Facebook page of the Company www.facebook.com/ wecoverupbeautifully has over 4.3 lac likes and millions of page view per month making it one of the top Facebook pages in the country.

There are dedicated blogs, Linkedin, Twitter, Pinterest and YouTube etc presence for both brands and the Company. YouTube channel ''orient bell limited'' and ''will it scratch my tile'' have many videos featuring Company products and comparison with competitors.

SOCIAL WELFARE

Your Company has always paid heed towards social welfare and contributing towards it as a social responsibility. Your Company helps underprivileged people, hospitals and educational institutions in cash or in kind either directly or through charitable institutions/ foundations.

PRODUCT TALk

During the year under review, your Company has filed patents for two more technologies named ''Cool tiles'' and ''Life tiles''. With this your Company has a portfolio of 4 amazing patent pending technologies including ''Forever tiles'' and ''Germ-free tiles''. With the four patent-pending technologies, Forever tiles, Germ-free tiles, Life tiles and Cool tiles, your Company has become the most innovative tile Company and the one with most patent pending technologies in the tile world. Cool tiles were devised at Orient Bell using an innovative glaze and process control method that makes the tiles an ultra cool roof and exterior surface solutions product by acquiring an unprecedented Solar Reflective Index (SRI) value of 103 as certified by Building Energy Performance Laboratory of the Center for Environmental Planning and Technology and the Indian Institute of Science. These Cool Tiles are capable of reducing a building temperature of up to 20 degrees centigrade. They also fight global warming in a major way.

''Life tiles'' is the result of an amazing technology that delivers three miraculous qualities in each tile under Sunlight or artificial UV light i) Self Cleaning, ii) Anti bacterial and iii) Smog removal; making them a clean, green and healthy all rolled into one product.

Both Cool Tiles and Life Tiles are in the process of getting registered with Indian Green Building Council (IGBC) and Green

Rating for Integrated Habitat Assessment (GRIHA) and are being launched with premium pricing under both Orient and Bell brands.

Your Company has a dedicated applied Research and Development team and has plan to continue investing in R&D to retain its leadership in innovation.

DIvIDEND

For the year under review, your Directors have recommended for consideration of the shareholders at the ensuing Annual General Meeting, a dividend of Rs. 1.50 per share (15%) for the year ended March 31, 2013. The total outgo of dividend inclusive of corporate tax on dividend thereon would amount to Rs. 238.20 lac as against Rs. 236.63 lac in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

''Management Discussion and Analysis Report'', as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges forms part of this report, has been given under separate section in the Annual Report.

CORPORATE GOvERNANCE REPORT

Your Company has implemented the mandatory as well as certain non-mandatory requirements of Corporate Governance as per clause 49 of the Listing Agreement. A report on Corporate Governance with detailed compliance has been given under a separate section in the Annual Report. Your Company has also obtained a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors.

SUBSIDIARY COMPANY

In terms of Section 212 of the Companies Act, 1956 read with the General Circular no. 2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, Government of India, the Company is not required to attach the annual accounts of its subsidiary Elit International Trading (HK) Pvt. Ltd., subject to fulfillment of conditions stipulated in the said circular. Accordingly, these accounts and the related detailed information will be made available to any shareholder on request. The annual accounts of the subsidiary company will also be kept for inspection by any shareholder at the Corporate Office of your Company and also at the venue during the Annual General Meeting. However, as per the said circular issued by MCA, financial data of the subsidiary has been furnished in the consolidated financial statements forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting

Standard AS-23 on Accounting for Investments in Associates, Consolidated Financial Statements are provided in the Annual Report. PUBLIC DEPOSITS

Pursuant to Section 58A of Companies Act 1956, during the year your Company has neither invited nor accepted deposits from the public.

INFORMATION PURSUANT TO SECTION 217(1) (e)

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure ''A''.

PARTICULARS OF EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 (hereafter referred to as ''the Act''), read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to all the members excluding the statement containing the statement of particulars of employees to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy at the Corporate Office of the Company.

DIRECTORS

In accordance with the relevant provisions of Companies Act, 1956 and the Company''s Articles of Association, Mr. Dhruv M. Sawhney and Mr. N.R. Srinivasan retires by rotation and being eligible offers themselves for reappointment at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(a) that in the preparation of annual accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit or loss of your Company for the year under review;

(c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

AUDITORS

M/s S. R. Dinodia & Co, Chartered Accountants, New Delhi Statutory Auditors of your Company, retire in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITOR''S REPORT

The Auditor''s Report read with notes to the accounts referred to in the Auditor''s Report are self- explanatory and therefore do not call for any further comments.

ACkNOWLEDGEMENT

Your Directors would like to express their sincere appreciation and gratitude to –

All the regulatory authorities including SEBI, Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies and the Depositories.

All the Bankers, Central and State Governments, their respective departments connected with the business of the Company for their cooperation and continued support.

The shareholders, customers, vendors, other business partners and channel partners for the trust and confidence reposed by them in the Company.

Your Directors also appreciate the hard work, competence, devoted teamwork and professionalism of the employees of the Company at all levels. The employees continue to remain the Company''s most valuable resources and their dedicated efforts and enthusiasm have been pivotal to the Company''s growth.

On behalf of the Board

Place: New Delhi Mahendra k. Daga

Date: 08th August, 2013 Chairman & Managing Director


Mar 31, 2012

The Directors are pleased to present the 35th Annual Report and the audited accounts for the financial year ended March 31, 2012.

Financial Results

The financial performance of your Company for the year ended March 31, 2012 is summarized below:

(Rs in lacs)

Particulars Standalone Consolidated Year ended Year ended Year ended Year ended March 31, March 31, March 31, March 31, 2012 2011 2012 2011

Gross Sales and other operating Income 58,532.55 31,339.97 58,532.55 35,994.24

Profit before Interest, depreciation and taxation 5,211.98 3,320.70 5,210.76 4,579.31

Interest and Finance cost 2,193.41 901.69 2,193.41 1,650.34

Depreciation 1,901.75 977.88 1,901.75 1,258.76

Profit before taxation 1,116.82 1,441.13 1,115.61 1,670.21

Tax expense (229.74) 463.95 (229.74) 409.40

Profit after tax 1,346.56 977.20 1,345.35 1,260.81

Diluted earnings per share (Rupees) 9.92 9.28 9.91 11.97

Operating Results

The year under review was a milestone in your Company's history as Bell Ceramics Limited was amalgamated with Orient Ceramics And Industries Limited on 30.03.2012 and your Company became 'Orient Bell Limited'. Your Company's operating results further improved due to continuous thrust on product innovation and strong marketing practices. Your Company has registered a gross turnover of Rs 58,533 lacs during the financial year 2011-12 as compared with Rs 31,340 lacs in the previous financial year 2010-11 thereby marking a growth of 87%. Your Company's net profit after tax has also improved from Rs 977 lacs to Rs 1,347 lacs i.e. a growth of 37.87%. With continuous and serious efforts put in by the management team, Bell Ceramics Limited ("Bell") became profitable on a standalone basis before amalgamation. This is compared to a loss of over Rs 1,000 lacs Bell had reported in the previous few years.

New Initiatives/ Major Activities

Amalgamation

As strategically planned, the amalgamation of Bell Ceramics Limited, which was acquired and made subsidiary by your Company in 2010-11, was completed on 30.03.2012. Your Company got approvals of the Hon'ble High Court of Allahabad and the Hon'ble High Court of Gujarat on 19.12.2011 and 07.02.2012 respectively. As per the Scheme of

Amalgamation the effective date of amalgamation is 30.03.2012 whereas the appointed date is 01.01.2011 i.e. the date when the business operations of both the companies are consolidated.

Change in Name of the Company

In order to unveil the obtained synergy and reflect the integration of business of both Orient and Bell the name of your Company was changed to Orient Bell Limited with effect from 15.03.2012.

Product Talk

During the year under review your Company has launched digitally printed tiles under Brand "Orient" with great success. Based on survey and customer likes, your Company is in the process to launch more designs and sizes under Orient Brand as well as under Bell Brand.

After launching patent pending "Forever Tiles" successfully, your Company also filed patent for another product "Germ Free Tiles". This is a breakthrough innovation that eliminates practically all common disease causing bacteria from the tile surface. This technology is likely to find acceptance from home and health care segment in particular. The products under "Germ Free Tiles" will be launched in 2012-13.



Display Centres

Your Company has done and continues to invest in product display centres. At present, your Company has 5 Orient Tile Boutiques across the Country which are owned and managed by your Company. These boutiques help customers and dealers see the entire product range and also generate retail sales at the maximum retail price without competing with our own retail channel. Your Company is investing heavily in dealer boards and wall painting in all airport roads across the Country.

Apart from this, your Company has its product display in all "Home Town Stores" in Mumbai, Pune, Thane, Bangalore, Hyderabad, Gurgaon, Noida, Ahmedabad, Lucknow, Kolkata and Aurangabad and across the Country and has nearly 20 franchisee showrooms with display ranging from 500 to 2500 square feet.

The Company is planning to open more Company owned and franchisee showrooms in the coming year.

Social Presence

Your Company has a presence on social media. The facebook page of your company www.facebook.com/WeCoverUp Beautifully has over 3,20,000 'Likes' and the highest ratio of active users. It is ranked amongst the top 150 brand pages in the Country. There are many interactive features on this page including online games. The webpage has mobile games for android, iPhone and iPad.

Your Company has launched www.WeCoverUpBeautifully.com which among others has features to allow all architects, interior designers, builders and tile sellers to create their own free website. This site will subsequently have e-commerce module which is under testing phase.

A common website www.OrientBell.com was also launched during the year under review.

Expansion

Rural Bangalore plant of your Company has existing building ready for installing one more production line. Your Company plan to start work on expansion in the current financial year 2012-13 so that by the time expansion is completed, natural gas will be available in place of expensive LPG. The plant will be ready to produce inkjet printed glazed vitrified tiles of various sizes. It will have a ready market in South and with its two strong brands; your Company will be able to sell the production at good realization.

There is also land for one more expansion in Hoskote (Bangalore) and Dora (Gujarat). In Sikanderabad, there are plans to upgrade one of the production line to make higher value tiles that would result in higher sales growth.

There are also plans to install more digital printing machines in Hoskote and Sikanderanad in the financial year 2012-13.

Dividend

For the year under review, your Directors have recommended for consideration of the shareholders at the ensuing Annual General Meeting, a dividend of Rs 1.50 per share (15%) for the year ended March 31, 2012. The total outgo of dividend inclusive of corporate tax on dividend thereon would amount to Rs 236.63 lacs as against Rs 245.58 lacs in the previous year.

Management Discussion and Analysis Report

'Management Discussion and Analysis Report', as stipulated under clause 49 of the Listing Agreement with Stock Exchanges forms part of this report, has been given under separate section in the Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company has implemented the mandatory as well as certain non mandatory requirements of Corporate Governance as per clause 49 of the Listing Agreement. A report on corporate governance with detailed compliance has been given under separate section in the Annual Report. Your Company has also obtained a certificate for compliance of the provisions of Corporate Governance from the Statutory Auditors.

Subsidiary Company

During the financial year 2011-12, the erstwhile subsidiary Company, Bell Ceramics Limited was amalgamated with your Company on 30.03.2012. On 17.01.2012, your Company has acquired 100% stake in Elit International Trading (HK) Pvt. Ltd., a Company incorporated in Hong Kong and made it wholly owned subsidiary company. In accordance with the general circular no. 2/2011 and 3/2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit & Loss Account and other documents of Elit International Trading (HK) Pvt. Ltd. are not being attached with the Annual Accounts of the Company. Copies of the Annual Accounts of Elit International Trading (HK) Pvt. Ltd. and related information will be made available on request by any shareholder. The annual accounts of the subsidiary company will also be kept for inspection by any shareholders in the Corporate Office of your Company and also at the venue during the Annual General Meeting.

Consolidated Financial Statements

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates, Consolidated Financial Statements are provided in the Annual Report.



Public Deposits

Pursuant to section 58A of Companies Act 1956, during the year your Company has neither invited nor accepted deposits from the public.

Information Pursuant To Section 217(1) (e)

The information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure 'A'.

Particulars Of Employees

Information as per section 217(2A) of the Companies Act, 1956 (hereafter referred to as "the Act"), read with the Companies (Particulars of employees) Rules, 1975, as amended from time to time, forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to all the members excluding the statement containing the statement of particulars of employees to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy at the Corporate Office of the Company.

Directors

Mr. K.M. Pai and Mr. P.M. Mathai were appointed as Additional Directors effective 02.04.2012 and 23.04.2012 respectively and shall hold office up to the date of ensuing Annual General Meeting. Notices under section 257 of the Act, have been received from a member proposing both of them as candidates for the office of Director, liable to retire by rotation.

IDBI Bank has nominated Ms. Madhavi M. Kapadia as Nominee Director of your Company effective 06.06.2012 not liable to retire by rotation.

In accordance with the provisions of Companies Act, 1956 and the Company's Articles of Association, Mr. R. N. Bansal retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Directors' Responsibility Statement

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

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

(ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state

of affairs of your Company at the end of the financial year and of the profit or loss of your Company for the year under review;

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

(iv) that the Directors had prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

Auditors

M/s S. R. Dinodia & Co, Chartered Accountants, New Delhi

Statutory Auditors of your Company, retire in accordance with the provisions of the Companies Act, 1956 at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Auditors' Report

The Auditor's Report read with notes to the accounts referred to in the Report are self explanatory and therefore do not call for any further comments.

Acknowledgement

Your Directors thank all the shareholders, customers, vendors, other business partners, channel partners and banks for the support extended by them. We also thank the Central Government, the concerned State Governments, and other Government authorities for their support. Your Directors place on record their deep sense of appreciation for the exemplary contribution made by employees at all levels. Their dedicated efforts and enthusiasm have been pivotal to your Company's growth.

On behalf of the Board

Place: New Delhi Mahendra K. Daga

Date: 14th August, 2012 Chairman & Managing Director

 
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