Directors Report of Prima Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annuel Report together with the Audited Balance Sheet end Profit end Loss Accounts for the year ended 31st March 2015.

INTRODUCTION

The global economy in FY 2014-15 witnessed divergent trends. Despite unpredictable headwinds, the global economic recovery is gaining momentum. Indie's economy is poised to return to its high-growth path, thanks to lower fiscal end current account deficits, felling inflation end structural reforms to boost investments. Monetary policy is also likely to be supportive with the Reserve Bank of Indie (RBI) having moved to flexible inflation targeting. The manufacturing sector is likely to benefit from lower interest rates.

Your Company's performance for the year 2014-15 has to be viewed in the context of aforesaid economic end market environment. In a highly competitive scenario, where new brands end offerings ere entering the market almost every quarter, your Company delivered competitive growth, driven by innovation, sharper in-merket execution, end competitive marketing.

1. PERFORMANCE OF THE COMPANY (STANDALONE)

During the year, the Company achieved gross revenue of Rs. 2348.21 Lecs end hed incurred a loss of Rs. 31.51 Lecs

Financial Results (in Lacs)

Current Year Previous Year

Particulars

31/03/2015 (Rs.) 31/03/2014 (Rs.)

Turnover 1951.68 2234.28

Processing Income 396.53 221.25

Profit Before depreciation 58.03 160.49

Depreciation 89.66 98.57

Profit (Loss) after Depreciation & -31.51 62.07 Texes

2. DIVIDEND

No Dividend was declared for the current financial year due to conservation of Profits/due to loss incur- red by the Company.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there wes no dividend de- clared end paid lest year.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

With greet pleasure we mey report that with the enduring end dedicated effort of Directors your Company had come out of its financial difficulty it had faced during the pest few years. Now your Com pany become a debt free company end had no outstanding long term borrowings from outside.

Your Company had settled ell the sales Tex dues under Amnesty scheme during the reporting year.

Trading in shares of your Company had already restarted in Bombay Stock Exchange and shareholders can take use of this facility by de-mating your holdings. Share holders may please take note that de-mat facility for the shares of the company is now available through NSDL and CDSL. All share holders are requested to de-mat the shares held by them.

Your Company is a complex unit with Solvent Extraction Division, Oil Refining Division and Animal Feed Division, which are situated at Kanjikode, Palakad. It can process all types of oil cakes and other oil-bearing materials such as rice bran and oil seeds. This unique adaptability enables the unit to avail of the advantages of seasonal variations in the prices of various raw materials. This plant has the capacity to extract oil from any oil-bearing material such as Mustard, Cottonseed, Rapeseed, and Sunflower Cake etc.

Its Animal Feed Division functions towards backward integration as major portion of de-oiled cake produced in its Refinery would be consumed for its Animal Feed Unit. Hygienically prepared and packed Cattle Feed in pellets form is being produced in this plant with modern technology and skill. This plant has a capacity of 250MT production per day. This unit, as presently structured, is poised to produce a variety of Animal Feeds. The Company has installed the most modern plant with computerized controls. By adopting sophisticated techniques and evolving recipes with appropriate ingredients to meet the nutritional and energy requirements of cattle, poultry and goats, Prima has been able to supply cattle feeds of high quality to the domestic market.

The present capacity utilization of Prima's manufacturing facilities are around 70 to 75% of the installed capacities, Bulk of the capacity utilization is for conversion contracts for well established companies like Kerala Feeds , KSE etc . Their products are manufactured according to their own specifications. Your Company was able to secure processing contract form Kerafed, a State Govt. undertaking for processing their Oil Cake through your Plant.

5. CHANGE IN THE NATURE OF BUSINESS.

There is no material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

6.INTERNAL FINANCIAL CONTROL

Your Company is having adequate internal financial controls with reference to the Financial Statements. And the statutory auditors are satisfied with the present system of internal control.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

There are no subsidiary companies or joint ventures. The following are the Associate Companies.

(i) M/s Prima Agro Ltd

(ii) M/s Ayyappa Roller Flour Mills Ltd

(iii) Prima Beverages Pvt Ltd

(iv) PAPL EXIM India Ltd

(v) Prima Credits Ltd

(vi) Prima Alloys (P) Ltd

(vii) Ayyappa Real Estates(P) Ltd

Performance of the above associate companies are not included in the Financial Results.

8. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

9. DIRECTORS

(i) During the reporting year Mrs Swati Gupta (DIN.00249036) was appointed as additional Director of the company w.e.f. 31.03.2015. Her term of office is ending at the forthcoming Annual General Meeting of the company, who being eligible, offered herself for re-appointment and the same is being proposed in the forthcoming Annual General Meeting of the Company.

(ii) During the reporting year Mr. S.K. Gupta (DIN :01575160), Director is retiring by rotation and who being eligible, offered himself for re-appointment and the same is being proposed in the forthcoming Annual General meeting

10. STATUTORY AUDITORS

M/s G. Joseph and Associates, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment and also indicated their willingness to be reappointed. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

11. Auditors' Report

The Auditors had submitted an unqualified Audit Report for the Financial Year 2014-15.

12. SHARECAPITAL

There were no changes in the share Capital during the year.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any STOCK OPTION Scheme to the employees.

13. EXTRACT OF ANNUAL RETURN

The extract of the annual return as per section 92 (1) of the Companies Act 2013 in Form No. MGT - 7 forming part of the Board's report is annexed separately.

21. RISK MANAGEMENT POLICY

The Company had insured all its fixed asset and stock to cover any possible risk.

22..PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all levels.

Your Company does not have any employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 as amended, is required to be annexed.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No. A & B is required, which is annexed to this report.

25. DIRECTOR'S RESPONSIBILITY STATEMENT (as per section 134(5) of the Companies Act, 2013)

The Directors confirm:

* that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts.

* that the Company has adopted prudent accounting policies.

* that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

* that the Annual Accounts of the Company have been prepared on a going concern basis.

* that the company had laid down sufficient internal financial controls in the operations of the Company.

* That the Company had devised proper systems to ensure Compliance with the provisions of all applicable laws.

26. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

27. ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by The Company's Banks for their continued support to the company. Your Directors also thank the Management of M/s Kerala Feeds Ltd and other business clients for the extended support to the Company. The Board of Directors wishes to place on record their sincere gratitude to all Govt. depts, employees and share holders for their active support and co-operation.

For and on behalf of the Board sd/- Place: Cochin Sanjay Gupta Date: 07.08.2015 Managing Director

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Mar 31, 2014

The Members of Prima Industries Limited

The Directors have pleasure in presenting the 20th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2014.

1.PERFORMANCE

During the year, the Company achieved gross revenue of Rs. 2455.53 Lacks and had made a profit of Rs. 61.92 Lacks(Previous loss of Rs.80.84 Lacks).

2.Financial Results

Current Year Previous Year Particulars 31/03/2014 31/03/2013 (Rs. in Lacks) (Rs. in Lacks)

Turnover 2234.28 1157.06

Processing Income 221.25 191.66

Profit Before depreciation 160.49 -45.24

Depreciation 98.57 105.49

Profit (Loss) after Depreciation & Taxes 61.92 -80.84

DIRECTORS

During the reporting year Mr.Rajyawardhan Agarwal, the director of the Company had to be retired by rotation and since he is eligible for reappointment the same is being proposed in the forthcoming Annual General Meeting of the Company. He is an independent director of the Company who meets the criteria as per the provisions of section 149(6) of the Companies Act, 2013.

AUDITORS

M/s G. Joseph and Associates, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment and also indicated their willingness to be reappointed.

COMMENTS ON THE AUDITORS'' REPORT

The Auditors had presented their report without any special comments for the FY 2013-14.

( Audit Report is attached to this Annual Report for reference)

PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all

STATUTORY DISCLOSURES

The Company has not accepted any deposits under the provisions of Companies (Acceptance of Deposits) Rules, 1975

Your Company does not have any employee in respect of whom information under Section 134(3)(e) of the Companies Act, 2013, is required to be annexed.

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

As required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No. A & B is required, which is annexed to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT (as per section 134(5) of the Companies Act,2013)

The Directors confirm:

That the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts. v That the Company has adopted prudent accounting policies.

That proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

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

That the Company had laid down sufficient internal financial controls in the operations of the Company.

That the Company had devised proper systems to ensure Compliance with the provisions of all applicable laws.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by The Company''s Banks for their continued support to the company. Your Directors also thank the Management of M/s Kerala Feeds Ltd, M/s Kerafed Ltd and other business clients for the extended support to the Company. The Board of Directors wishes to place on record their sincere gratitude to all Govt. depts., employees and share holders for their active support and co-operation.

For and on behalf of the Board Sd/- Sanjay Gupta

Place: Cochin Managing Director

Date : 26.06.2014

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Mar 31, 2013

To The Members of Prima Industries Limited

The Directors have pleasure in presenting the 19th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2013.

PERFORMANCE

During the year, the Company achieved gross revenue of Rs.1348.72 Lacs and had incurred a loss of Rs. 80.84 Lacs.

Financial Results

Current Year Previous Year Particulars 31/03/2013(Rs.) 31/03/2012(Rs.)

Turnover 1157.06 490.41

Processing Income 191.66 198.67

Profit Before depreciation -45.24 -98.56

Depreciation 105.49 100.79

Profit (Loss) after Depreciation & Taxes -80.84 -199.35

FUTURE PROSPECTS

With great pleasure we may report that with the enduring and dedicated effort of Directors your Company had come out of its financial difficulty it had faced for the last 15 years. The Promoters had arranged funds to settle the over dues of financial institutions under One Time Settlement Schemes approved by them. We are hopeful that the net worth of your Company will become positive in the coming years.

Trading in shares of your Company had already restarted in Bombay Stock Exchange and shareholders can take use of this facility by de-mating your holdings. Share holders may please take note that de- mat facility for the shares of the company is now available through NSDL and CDSL. All share holders are requested to de-mat the shares held by them.

Your Company had issued Redeemable preference shares for Rs.600 lakhs on private placement basis to persons from whom Company borrowed fund for paying off the dues to the Financial institutions.

During the year your company had forfeited the partly paid equity shares after complying with the formalities and as permitted by SEBI.

Your Company is a complex unit with Solvent Extraction Division, Oil Refining Division and Animal Feed Division, which are situated at Kanjikode, Palakad . It can process all types of oil cakes and other oil- bearing materials such as rice bran and oil seeds. This unique adaptability enables the unit to avail of the advantages of seasonal variations in the prices of various raw materials. This plant has the capacity to extract oil from any oil-bearing material such as Mustard, Cottonseed, Rapeseed, and Sunflower Cake etc.

Its Animal Feed Division functions towards backward integration as major portion of de-oiled cake produced in its Refinery would be consumed for its Animal Feed Unit. Hygienically prepared and packed Cattle Feed in pellets form is being produced in this plant with modern technology and skill. This plant has a capacity of 250MT production per day. This unit, as presently structured, is poised to produce a variety of Animal Feeds. The Company has installed the most modern plant with computerized controls. By adopting sophisticated techniques and evolving recipes with appropriate ingredients to meet the nutritional and energy requirements of cattle, poultry and goats, Prima has been able to supply cattle feeds of high quality to the domestic market.

The present capacity utilization of Prima''s manufacturing facilities are around 70 to 75% of the installed capacities, Bulk of the capacity utilization is for conversion contracts for well established companies like Kerala Feeds , KSE etc . Their products are manufactured according to their own specifications. Your Company is negotiating with Kerafed, a State Govt undertaking for processing their Oil Cake through your Plant. If we could finalise the deal,your Company management is fully confident of achieving the maximum utilization of manufacturing facility of all the plants.

DIRECTORS

During the reporting Year Mr Chrley Rodrigues, director of the Company had resigned from the post and in his place; your Company had inducted Mr. S K Gupta as additional director to the Board and elected him as the Chairman of the Board. His term office is ending at the forthcoming Annual General Meeting of the company, who being eligible, offered himself for re-appointment and the same is being proposed in the forthcoming Annual General Meeting of the Company .

AUDITORS

M/s G. Joseph and Associates, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment and also indicated their willingness to be reappointed.

COMMENTS ON THE AUDITORS'' REPORT

The Auditors had presented the report without any special comments for the FY 2012-13.

PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all levels.

STATUTORY DISCLOSURES

The Company has not accepted any fixed deposits under the provisions of Companies (Acceptance of Deposits) Rules, 1975.

Your Company does not have any employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 as amended, is required to be annexed.

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

As required under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No. A & B is required, which is annexed to this report.

DIRECTOR''S RESPONSIBILITY STATEMENT

The Directors confirm:

- that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts.

- that the Company has adopted prudent accounting policies.

- that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

- that the Annual Accounts of the Company have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by The Company''s Banks for their continued support to the company. Your Directors also thank the Management of M/s Kerala Feeds Ltd and other business clients for the extended support to the Company. The Board of Directors wishes to place on record their sincere gratitude to all Govt. depts, employees and share holders for their active support and co-operation.

For and on behalf of the Board

sd/-

Place: Cochin Sanjay Gupta

Date: 31.05.2013 Managing Director

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Mar 31, 2012

To The Members of Prima Industries Limited

The Directors have pleasure in presenting the 18th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2012.

PERFORMANCE

During the year, the Company achieved Turnover of Rs. 490.41 Lacs and had incurred a loss of Rs.199.35 Lacs.

Financial Results

Particulars Current Year Previous Year 31/03/2012 31/03/2011 (Rs.) (Rs.)

Turnover 490.41 851.97

Processing Income 198.67 108.16

Profit Before depreciation -98.56 -122.53

Depreciation 100.79 104.94

Profit (Loss) after Depreciation & Taxes -199.35 -227.47

FUTURE PROSPECTS

With a view to overcome the financial problems faced by your Company, the Directors have taken professional advice from reputed consultants and are in the process of revamping and reorganizing all its activities. Substantial progress has been made in technology up gradation of the manufacturing facilities and recruitment of additional managers in various functions. Targets which could be achieved with reasonable performance have been set for technical and marketing managers. All dues to financial institutions were settled under One Time Settlement Schemes approved. This has helped the Company to settle the heavy dues at reduced amount. Your Company is generating additional income from job works.

There will be more opportunities for job works. Your directors are trying to explore these opportunities. The Net- worth will become positive in the Current Financial Year. The Company had already secured revocation of suspension of trading in Shares by the BSE. The Shares of your Company is now having the NSDL & CDSL connectivity and you can demat your holdings in the Company.

DIRECTORS

Mr. Rajyawardhan Agarwal, Director retires by rotation at the forthcoming 18th Annual General Meeting of the Company. Mr. Rajyawardhan Agarwal, Director, being eligible, offers himself for reappointment.

AUDITORS

M/s G. Joseph and Associates, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment as also indicated their willingness to be reappointed.

COMMENTS ON THE AUDITORS' REPORT

Auditors Report point No: vi.(l) : The time allowed for One Time Settlement by Banks and Financial Institutions has expired and the settlement was not fully made.

Auditors Report point No: vi.(2) : Interest on Secured Loan are not fully provided as the Company opt for OTS.

Auditors Report point No: vi.(3) : Loan accounts Balances are subject to reconciliation and confirmation.

Auditors Report point No: vi.(4) : Certain expenses were not supported by external evidences

PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all levels.

STATUTORY DISCLOSURES

The Company has not accepted any fixed deposits under the provisions of Companies (Acceptance of Deposits) Rules, 1975.

Your Company does not have any employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 as amended, is required to be annexed.

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

As required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No. A & B is required, which is annexed to this report.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors confirm:

a. that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts.

b. that the Company has adopted prudent accounting policies. .

c. that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

d. that the Annual Accounts of the Company have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by The Company's Banks for their continued support to the company. Your Directors also thank the Management of M/s Kerala Feeds Ltd and other business clients for the extended support to the Company. The Board of Directors wishes to place on record their sincere gratitude to all Govt depts, employees and share holders for their active support and co-operation.

For and on behalf of the Board

Place: Cochin sd/- Date: 31.07.2012 Sanjay Gupta

Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report together with the Audited Balance Sheet and Profit and Loss Accounts for the year ended 31st March 2010.

PERFORMANCE

During the year, the Company achieved Turnover of Rs1282.49 Lacs and made a loss of Rs.-186.96 Lacs.

Financial Results

Particulars Current Year Previous Year

31/03/2010 31/03/2009

(Rs.Lacs) (Rs.Lacs)

Turnover 1282.49 1508.25

Profit Before depreciation -82.24 - 229.39

Depreciation 104.72 104.44

Profit (Loss) after Depreciation & Taxes -186.96 -333.83

FUTURE PROSPECTS

The Demand for vegetable oils is on increase due to increase in both human and industrial consumption. Enhanced capacities are needed for processing oil cakes for oil extraction and refinery. Your directors are optimistic to cash on these demands. Your directors are optimistic to do better in the years to come.

DIRECTORS

Mr. Rajyawardhan Agarwal, Director retires by rotation at the forthcoming 16th Annual General Meeting of the Company. Mr. Rajyawardhan Agarwal, Director, being eligible, offers himself for reappointment.

AUDITORS

M/s G. Joseph and Associates, Chartered Accountants, Cochin will retire at the forthcoming Annual General Meeting of the Company and are eligible for re-appointment as also indicated their willingness to be reappointed.

COMMENTS ON THE AUDITORS REPORT

Auditors Report point No: VI (1) Company has arrived at a One Time Settlement with Banks and Financial Institutions and the settlement amounts are being paid. Please refer Schedule -16, Notes on Accounts Point No.4.

The Company is hopeful to pay the OTS and when the Company become debt free, the Networth will become positive. Then the Company will approach BSE for revocation of suspension of Shares and the same will be expected to happen before March 2011.

PERSONNEL AND INDUSTRIAL RELATIONS

Industrial relations of the Company continued to be cordial during the year. Your Directors take this opportunity to record their appreciation for the services rendered by the employees at all levels.

STATUTORY DISCLOSURES

The Company has not accepted any fixed deposits under the provisions of Companies (Acceptance of Deposits) Rules, 1975.

Your Company does not have any employee in respect of whom information under Section 217(2A) of the Companies Act, 1956 as amended, is required to be annexed.

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

As required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Directors Particulars in the Report of Board of Directors) Rules 1988, the information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo in Form No.A&B is required, which is annexed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm:

a. that the applicable accounting standards have been followed along with proper explanation wherever required in the preparation of Annual Accounts.

b. that the Company has adopted prudent accounting policies.

c. that proper care has been taken for maintenance of accounting records in accordance with the provisions of the Act and

d. that the Annual Accounts of the Company have been prepared on a going concern basis.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

A Report on Corporate Governance and Management Discussion and Analysis as required under Clause 49 of the Listing Agreement is attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to place on record their sincere gratitude for the assistance extended by Industrial Development Bank of India (IDBI). The Directors also thank State Bank of India and Bank of India for their continued support to the company.

Your Directors thank all the employees and share holders for their active support and co-operation.

For and on behalf of the Board

Place: Cochin

Date: 30.06.2010 Sanjay Gupta

Managing Director