Directors Report of Adinath Bio-Labs Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 34th Annual Report together with the Audited Statement of Accounts and the Auditors Report of your company for the year ended 31st March, 2015.

The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Rs. in lacs)

Particulars 31st March, 31st March, 2015 2014

Income 142.32 116.06

Less: Expenses 97.70 72.83

Profit before Depreciation & Taxation 44.62 43.23

Less: Depreciation 28.18 28.97

Profit before Taxation 16.44 14.26

Less: Taxation (0.06) 0.28

Profit after Taxation 16.50 13.98

Balance as per last Balance Sheet 363.08 349.10

Less: Depreciation in respect of assets whose useful life is over 18.85 0

Add: Transfer from General Reserve 18.85 0

Balance carried to Balance Sheet 379.58 363.08

OPERATIONS

The Total Income for the financial year under review is Rs. 142.32 lacs against Rs. 116.06 lacs in previous year. The Net Profit generated by the company during the year under review is Rs. 16.50 lacs as compared to Rs. 13.98 lacs during the previous year.

DIVIDEND AND TRANSFER TO RESERVE

Due to requirement of funds for the existing business activities, your directors do not propose to declare any dividend for the financial year 2014-2015. Hence, there has been no transfer to Reserves during the financial year 2014-2015.

PUBLIC DEPOSITS

During the year under review, the company has neither invited nor accepted any deposits from public.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company during the year under review.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by The Institute of Chartered Accountants of India.

DIRECTORS AND KEY MANAGERIALS PERSONNEL

At the Annual General Meeting of the Company held on 25/08/2014, the Meeting had approved the terms of appointment of Mr. Jyotiraaditya Singha, upto (24/08/2019), Mr. Manoj Kumar Bothra (24/08/2019), Dr.Alam Ali Sisodia (24/08/2019) as Non Executive Independent Directors of the company. Mrs. Chanderkala Devi Lakhotia was appointed as additional Director w.e.f. 25/07/2014 and being act as Non Executive Director.

As on date, the Board of Directors of the Company comprises 5 (five) Directors of which 3 (three) are Non- Executive Independent Directors in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013.

Mrs. Sharmila Ranabhat was appointed Non- Executive Director of the Company, Pursuant to Section 149, 152 Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director) Rules, 2014, The Resolution seeking for approval of the members for the appointment of Mrs. Sharmila Ranabhat has been incorporated in the notice of the forthcoming Annual General Meeting of the company along with brief of details. The company has received a notice under Section 160 of the Act along with the requisite deposit proposing for the appointment.

Dr. Alam Ali Sisodia resigned from the Board and Audit Committee as well as Stakeholders Relationship Committee/ Nomination and Remuneration Committee w.e.f. 25/09/2014 due to his pre occupation in other work. The Board places its gratitude for the services rendered by him during the tenure as director of the company.

All the Non Executive and Independent Directors have confirmed to the Board that they qualify to be considered as independent as per the definition of independent Director stipulated in Section 149(6) of the Act and Clause 49(II) (B) (1) of the Listing agreement. These confirmations have been placed before, and noted by the Board.

During the year, the Non-executive Director of the company had no pecuniary relationship or transaction with company.

There was no other appointment or cessation of appointment of key managerial personnel during the financial year

The Notice convening the Annual General Meeting includes the proposals for appointment / re-appointment of the Directors. Brief resumes of the Directors proposed to be appointed / re-appointed have been provided as an Annexure to the Notice convening the Annual General Meeting.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 has been disclosed in the Corporate Governance Report., which forms the part of the Directors Report.

REMUNERATION OF THE KEY MANAGERIAL PERSONNEL

Mr. Abhishek Kumar Jain (Whole Time Director) has received the remuneration of Rs. 420000/- during financial year 2014-2015.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

The Company has not employed any employees whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to the Directors responsibility statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2015 and of the profits of the company for the year ended on that date;

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

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

(v) that Directors have laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

(vi) that Directors have devised proper systems to ensure compliance with the provisions of all applicable laws were and that such systems and were adequate and operating effectively.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report. The details pertaining composition of Audit Committee are included in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE & POLICY

The Company has duly constituted Nomination and Remuneration Committee to align with the requirements prescribed under Section 178 of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.

The Company's policy appointment and remuneration and other matter provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which part of the director's report.

RISK MANAGEMENT

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor risk management plan for the company. The Committee is responsible for reviewing the risk management and ensuing its effectiveness. The Audit Committee has additional oversight in the area of financial risks control. Major risk identified by the business and function are systematically addressed through mitigating actions on a continuing basis.

NO OF MEETING OF THE BOARD

During the year, 7 (seven) Board Meetings were convened and held the details of which are given in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2015 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure A".

DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant Rules.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

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 Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board.

The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate Meeting.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. However, the company has made investments in earlier years, details of which are given in the Financial Statements.

RELATED PARTY TRANSACTIONS

There were no contracts or arrangements made with related parties as defined under Section188 of the Companies Act, 2013 during the year under review and hence, enclosing of Form AOC-2 is not required.

The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such type of transactions.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

1. Statutory Auditor and their Report:

At the Annual General Meeting held on 25/08/2014, M/s Mohindra Arora & Co., Chartered Accountant, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2018. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors is to be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s Mohindra Arora & Co., Chartered Accountant, as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard, the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision of Section 141 of the Companies Act, 2013.

The Report given by the Statutory Auditors for the Financial Statements for the year ended 31st March, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

2. Secretarial Auditor & his Report:

M/s. Vineet Paul & Associates, Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2014-15 as required under Section 204 of the Companies Act, 2013 and the Rules thereunder. The Secretarial Audit report for the financial year 2014-15 forms part of the annual report as "Annexure B" to the Boards Report.

Reply to the observations in the Secretarial Audit Report:

The Company will be shortly appointing the Chief Financial Officer.

3. Internal Auditor

The Board has appointed M/s S. R. Ghedia & Associates, Chartered Accountants as Internal Auditors of the Company for Financial Year 2014-2015 under provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 as recommended by Audit Committee.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

CORPORATE GOVERNANCE

The Company has complied with all the mandatory requirements of Corporate Governance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance and a Certificate from M/s. Mohindra Arora & Co., Statutory Auditors, regarding compliance with the conditions of Corporate Governance is given in a separate section and forms part of the Annual Report.

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

The statement of particulars under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts), 2014 regarding conservation of energy, technology absorption and Foreign Exchange Earnings and outgo are given below:

a) Your Company has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your Company during the year under review.

c) No Expenditure has been made for research and development during the year under review.

d) There were no Foreign Exchange earnings or out go during the year under review.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Ccompany's operations in future.

LISTING OF SHARES

The equity shares of your Company are listed with The Calcutta Stock Exchange Ltd. and are also traded under permitted category at BSE Limited. Listing fees has already been paid for FY 2015-16 in pursuance to Clause 38 of the Listing Agreement.

SHARES

The Company has neither issued shares & Securities or any other instruments nor any corporate benefits during the year under review.

HRD INITIATIVES

The Company strongly believes that the growth of the organization can be sustained through the continuous development of its people who contribute to the business success. Today the Company is proud of its performance driven team. It is the strategy of the leadership team and the execution skills of our people that will take the organization to greater heights.

Today HR has become a critical catalyst for continuous transformation during a phase of rapid growth and transition from a midsized Company to a large corporation, in line with the Company's vision. The Company continues to maintain excellent industrial relation while ensuring development of its human resources through appropriated training and further educational programs.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

There were no cases filed pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Company's website www.adinathbio.com on a regular basis.

CODE OF CONDUCT

As prescribed under Clause 49 of the Listing Agreement, a declaration signed by Whole time Director affirming compliance with the Code of Conduct by the Directors and senior management personnel of the Company for the financial year 2014-15 forms part of the Corporate Governance Report

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thankful acknowledgement for valuable assistance the Company received from all Lending Bankers.

By Order of the Board For Adinath Bio-Labs Limited

Date : 20/08/2015 Place : Kolkata Abhishek Kumar Jain (Whole Time Director)

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting 33rd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2014. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

Rs.in Lacs 31st March, 2014 31st March, 2013

Total Income 3674.60 4298.30

Profit before Depreciation & Tax 43.23 109.36

Depreciation 28.97 39.60

Profit before Tax 14.26 69.76

Less - Tax 0.28 0.04

Profit after Tax 13.98 69.72

Add: Balance of Profits for earlier 349.11 279.39 years

Balance available for Appropriation 363.09 349.11

DIVIDEND

Due of lower profit and requirement of funds for the existing business activities, your Directors do not propose any dividend for the financial year 2013 - 2014 (Previous year - Nil Dividend).

PERFORMANCE

The Total Income for the financial year under review decreased to Rs. 3674.60 Lacs against Rs. 4298.30 Lacs during previous year whereas the Profit after Tax generated by the company during the year under review is Rs. 14.26 Lacs as compared to Rs. 69.76 Lacs during the previous year. However, the Company is working hard to increase the profitability in the forthcoming years.

DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 25 July, 2014 recommended appointment of Mr. Jyotiraaditya Singha, Mr. Manoj Kumar Bothra and Mr. Alam Ali Sisodia as Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of its 33rd Annual General Meeting subject to approval of the Members of the Company. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

Pursuant to section 149, 152 Schedule IV of the Companies Act 2013 read with Companies (Appointment and Qualification of Director) Rules 2014, Mrs. Chanderkala Devi Lakhotia (Woman Director) is appointed as Non-executive Director of the company, liable to retire by rotation.

Mr. Abhishek Kumar Jain was re-appointed as a Whole-time Director of the Company for the period of three years w.e.f. 01/05/2014, subject to approval of members at the ensuing Annual General Meeting.

The Board recommends the resolutions for your approval for the above appointments / re- appointment.

COMPANY SECRETARY

Mr. Rohit Banthia, Member of Institute of Company Secretaries of India has been appointed as Company Secretary cum Compliance Officer of the Company pursuant to Section 203 and other applicable provisions of the Companies Act, 2013, in place of Mrs. Sujata Dange, Company Secretary cum Compliance Officer of the Company who has resigned due to her pre-occupation.

LISTING OF SHARES

Equity shares of the Company are listed at The Calcutta Stock Exchange Limited. Equity shares of the company are also traded under permitted category at BSE Limited. Listing fees had already been paid in pursuance to Clause 38 of the Listing Agreement.

AUDITORS & AUDITORS OBSERVATION

M/s. Mohindra Arora & Co., Chartered Accountants, the Auditors of the Company retire at the ensuing Annual General Meeting and offer themselves for re-appointment. In accordance with Section 139 of the Companies Act, 2013 (''the Act'') read with the Rules made there under, M/s. Mohindra Arora & Co., Mumbai, can be appointed as the Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 38th AGM to be held in the year 2019, subject to ratification of their appointment at the subsequent AGMs. They have confirmed that their appointment, if made, shall be in accordance with the provisions of Section 139(1) of the Act read with Companies (Audit and Auditors) Rules, 2014 and that they satisfy the criteria given under Section 141 of the Act. Members are requested to consider their appointment for a period of Five years.

M/s. Mohindra Arora & Co., Mumbai, the Statutory Auditors of your Company.

The Audit committee and Board of Directors have recommended the appointment of M/s. Mohindra Arora & Co., Chartered Accountants as the Statutory Auditors of your Company.

There are no qualifications or adverse remarks in the Auditors'' Report which require any explanation from the Board of Directors.

FIXED DEPOSITS

The Company has not accepted any public deposit and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

INTERNAL CONTROL SYSTEMS & THEIR ADEOAUCY

Your Company has in place adequate Internal Control system, which is duly supported by Internal Audit and management reviews with documented policies and procedures.

CORPORATE GOVERNANCE

A separate Section on Corporate Governance is included in the Annual Reports and the Certificate from Company''s auditors confirming the compliance with the Code of Corporate Governance as enumerated in Clause 49 of the Listing Agreements with the Stock Exchange is annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted Corporate Social Responsibility Initiatives and focuses on key areas as education, healthcare etc in accordance with the provision of the relative Acts and rules made there on.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing agreement with Stock Exchange is presented separately forming part of the Annual Report.

HRD INITIATIVES

The Company strongly believes that the growth of the organization can be sustained through the continuous development of its people who contribute to the business success. Today the Company is proud of its performance driven team. It is the strategy of the leadership team and the execution skills of our people that will take the organization to greater heights.

Today HR has become a critical catalyst for continuous transformation during a phase of rapid growth and transition from a midsized company to a large corporation, in line with the company''s vision.

CODE OF CONDUCT

As prescribed under clause 49 of the Listing Agreement, a declaration signed by the Whole time Director affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2013-14 forms part of the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March, 2014 and of the profits of the company for the year ended on that date;

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

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

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

The statement of particulars under section 217(l)(e) of the Companies Act, 1956 regarding conservation of energy , technology absorption and Foreign exchange earnings and outgo are given below::

a) Your Company, being involved in Trading and IT activities, has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your company during the year under review.

c) No Expenditure has been made for research and development.

d) There were no Foreign Exchange earnings or out go during the year under review.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of Employees) Rules 1975 (as amended).

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

For and on behalf of the Board of Directors Place : Kolkata Date : 25/07/2014 A. K. Jain (Whole Time Director)

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Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting 32nd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2013. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Rs. in Lacs)

31st March, 2013 31st March, 2012

Total Income 4307.01 4228.29

Profit before Depreciation & Tax 109.36 126.06

Depreciation 39.60 55.59

Profit before Tax 69.76 70.47

Less – Tax 0.04 2.55

Profit after Tax 69.72 67.92

Add: Balance of Profits for earlier years 279.39 211.47

Balance available for Appropriation 349.11 279.39

DIVIDEND

Due of lower profit and requirement of funds for the existing business activities, your Directors do not propose any dividend for the financial year 2012 – 2013 (Previous year – Nil Dividend).

PERFORMANCE

The Total Income for the financial year under review increased to Rs.4307.01 Lacs against Rs. 4228.29 Lacs during previous year whereas the Profit after Tax generated by the company during the year under review is Rs.69.72 Lacs as compared to Rs. 67.92 Lacs during the previous year. However, the company is working hard to increase the profitability in the forthcoming years.

DIRECTORS

Dr. A. A. Sisodia, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

LISTING OF SHARES

Equity shares of the Company are listed at Calcutta Stock Exchange. Equity shares of the company are also traded under permitted category at Bombay Stock Exchange. Listing fees had already been paid in pursuance to clause 38 of the listing agreement.

AUDITORS & AUDITORS OBSERVATION

M/s. Mohindra Arora & Co., Chartered Accountants, the auditors of the company who hold office until the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re- appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

The observations of the Auditors as referred to in the Auditor''s Report are properly explained in the financial statements.

FIXED DEPOSITS

The company has not accepted any public deposit and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

INTERNAL CONTROL SYSTEMS & THEIR ADEQAUCY

Your Company has in place adequate Internal Control system, which is duly supported by Internal Audit and management reviews with documented policies and procedures.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Reports and the Certificate from Company''s auditors confirming the compliance with the code of Corporate Governance as enumerated in clause 49 of the listing of agreements with the Stock Exchange is annexed hereto.

CORPORATE SOCIAL RESPONSIBILITY

The Company has adopted Corporate Social Responsibility Initiative and focuses on key areas as education, healthcare etc in accordance with the provisions of the relevant Acts and rules made there on.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing agreement with Stock Exchange is presented separately forming part of the Annual Report.

HRD INITIATIVES

The Company strongly believes that the growth of the organization can be sustained through the continuous development of its people who contribute to the business success. Today the Company is proud of its performance driven team. It is the strategy of the leadership team and the execution skills of our people that will take the organization to greater heights.

Today HR has become a critical catalyst for continuous transformation during a phase of rapid growth and transition from a midsized company to a large corporation, in line with the company''s vision.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March, 2013 and of the profits of the company for the year ended on that date;

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

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

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

The statement of particulars under section 217(1)(e) of the Companies Act,1956 regarding conservation of energy, technology absorption and Foreign exchange earnings and outgo are given below::

a) Your Company, being involved in Trading and IT activities, has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your company during the year under review.

c) No Expenditure has been made for research and development.

d) There were no Foreign Exchange earnings or out go during the year under review.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of employees) Rules 1975(as amended).

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support. For and on behalf of the Board of Directors

Place : Kolkata

Date : 30/07/2013 A. K. Jain

(Whole Time Director)

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Mar 31, 2012

The Directors are pleased to present the 31st Annual Report together with the Audited Statement of Accounts and the Auditors Report of your company for the year ended 31st March, 2012. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Rs. in Lacs)

31st March, 2012 31st March, 2011

Total Income 4228.29 5362.99

Profit before Depreciation & Tax 126.06 126.38

Depreciation 55.59 38.94

Profit before Tax 70.47 87.44

Less - Tax 2.55 -0.04

Profit after Tax 67.92 87.48

Add: Balance of Profits for earlier years 211.47 123.99

Balance available for Appropriation 279.39 211.47

DIVIDEND

Due of lower profit and requirement of funds for the existing business activities, your Directors do not propose any dividend for the financial year 2011 - 2012 (Previous year - Nil Dividend).

PERFORMANCE

The Total Income for the financial year under review decreased to Rs. 4228.29 Lacs against Rs.5362.99 Lacs during previous year whereas the Profit after Tax generated by the company during the year under review is Rs.67.92 Lacs as compared to Rs. 87.48 Lacs during the previous year. The PAT for the financial year under review is lower due to lower margins in the business and reduction in total income during this financial year. However, the company is working hard to increase the profitability in the forthcoming years.

DIRECTORS

Mr. M. K. Bothra, Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment.

LISTING OF SHARES

Equity shares of the Company are listed at Calcutta Stock Exchange. Equity shares of the company are also traded under permitted category at Bombay Stock Exchange. Listing fees had already been paid in pursuance to clause 38 of the listing agreement.

AUDITORS & AUDITORS OBSERVATION

M/s. Mohindra Arora & Co., Chartered Accountants, the auditors of the company who hold office until the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re- appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

The observations of the Auditors as referred to in the Auditor's Report are properly explained in the financial statements.

FIXED DEPOSITS

The company has not accepted any public deposit and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has in place adequate Internal Control system, which is duly supported by Internal Audit and management reviews with documented policies and procedures.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Reports and the Certificate from Company's auditors confirming the compliance with the code of Corporate Governance as enumerated in clause 49 of the listing of agreements with the Stock Exchange is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under clause 49 of the Listing agreement with Stock Exchange is presented separately forming part of the Annual Report.

HRD INITIATIVES

The Company strongly believes that the growth of the organization can be sustained through the continuous development of its people who contribute to the business success. Today the Company is proud of its performance driven team. It is the strategy of the leadership team and the execution skills of our people that will take the organization to greater heights.

Today HR has become a critical catalyst for continuous transformation during a phase of rapid growth and transition from a mid-sized company to a large corporation, in line with the company's vision.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) in the preparation of the annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March, 2012 and of the profits of the company for the year ended on that date;

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

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

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

The statement of particulars under section 217(1)(e) of the Companies Act, 1956 regarding conservation of energy , technology absorption and Foreign exchange earnings and outgo are given below:

a) Your Company, being involved in Trading and IT activities, has not consumed energy of any significant level. Accordingly, no measures were taken for energy conservation and no investment is required to be for reduction of energy consumption.

b) No comment is made on technology absorption, considering the nature of activities undertaken by your company during the year under review.

c) No Expenditure has been made for research and development.

d) There were no Foreign Exchange earnings or out go during the year under review.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956 read with companies (Particulars of employees) Rules 1975.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

For and on behalf of the Board of Directors

A. K. Jain (Whole Time Director)

Place : Kolkata Date : 02/08/2012

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Mar 31, 2010

The Directors are pleased to present the 29th Annual Report together with the Audited Statement of Accounts and the Auditors Report of your company for the year ended 31st March, 2010. The Financial highlights for the year under review are given below:

FINANCIAL RESULTS

(Rs.in Lacs)

31/03/2010 31/03/2009

Total Income 3276.49 2219.57

Profit Before Depreciation & Tax 229.17 180.74

Depreciation 33.00 31.39

Profit Before Tax 196.17 149.34

Less – Tax 6.44 51.82

Profit After Tax 189.73 97.52

Add: Balance of Profits for earlier years 108.19 97.90

Balance available for Appropriation 297.92 195.42

APPROPRIATIONS

Dividend 132.44 66.22

Tax on Dividend 22.51 11.25

General Reserve 18.97 9.75

Balance carried to Balance Sheet 123.99 108.19

DIVIDEND

The Board of Directors has recommended a dividend of Rs.0.06 per equity share of Face Value Re.1/- for the financial year 2009 – 2010 (Previous year @ Rs.0.03), subject to the approval of the shareholders.The outflow of funds on account of payment of dividend would be Rs.154.95Lacs including tax on dividend.

PERFORMANCE

The financial year under review was the period of assessment and implementation of plans & strategy for putting the Company on sustainable growth path. The Total Income for the financial year under review is Rs.3276.49 Lacs against Rs.2219.57 Lacs in previous year. The Profit after Tax generated by the company during the year under review is Rs.189.73Lacs as compared to Rs.97.52 Lacs during the previous year.

DIRECTORS

Mr. A.K.Jain and Mr M.K.Bothra, Directors of the Company, will retire by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

LISTING OF SHARES

Equity shares of the Company are listed with Calcutta Stock Exchange. Listing fees has already been paid in pursuance to clause 38 of the listing agreement. Now, equity shares of the company are also traded under permitted category at Bombay Stock Exchange.

MANAGEMENT & DISCUSSION AND ANALYSIS

In compliance with the provision of clause 49 of the listing agreement with the Stock Exchanges, detailed review of the operations, performance and future outlook of the Company is annexed hereto.

AUDITORS & AUDITORS OBSERVATION

M/s Mohindra Arora & Co., Chartered Accountants, the auditors of the company who hold office until the conclusion of the forthcoming Annual General Meeting, being eligible, offer themselves for re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

The observations of the Auditors as referred to in the Auditors Report are suitably explained in the notes to the account.

FIXED DEPOSITS

The company has not accepted any public deposit and, as such, no amount of principal or interest was outstanding on the date of Balance Sheet.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the listing agreement with Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report together with the Auditors certificate on compliance of the conditions of Corporate Governance form part of this Annual Report.

HRD INITIATIVES

Your Directors want to place on record their appreciation of the contribution made by employees at all levels, who through their steadfastness, solidarity and with their co- operation and support have made it possible for the company to achieve the current status it enjoys in the industry.

It is the endeavour of the company to create in its employees a sense of belonging, and an environment that promotes openness, creativity and innovation. All our manpower initiatives are implemented with the aim of maximizing productivity and aligning organizational needs with employees aspirations.

PARTICULARS OF EMPLOYEES

There is no employee drawing remuneration in excess of the limits prescribed in Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

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

ii. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year 31st March 2010 and of the profit of your company for that period;

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

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

TECHNOLOGY, R&D AND FOREIGN EXCHANGE

The provisions of Section 217(1) (e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the company. The company has not incurred any expenditure or earned any income in foreign exchange during the period under review.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the contributions made by the employees at all levels, whose continued commitment and dedication helped the company achieve better results. The Directors also wish to thank customers, bankers, Central and State Governments for their continued support. Finally your directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us and your Co-operation & never failing support.

For and on behalf of the Board of Directors

Place : Kolkata B. K. Thaker

Date :21st August, 2010 (Whole Time Director)