Directors Report of Asian Tea Exports Ltd.

Mar 31, 2015

Dear Members'

The Directors are pleased to present the Twenty Nineth Annual Report and the audited accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. in Lacs)

For the year For the year ended 2014-15 ended 2013-14

Sales and Other Income 3,067.32 5,989.56

Profit before Taxation 52.82 81.05

Provision for Taxation :

* Current 17.05 26.50

* Deferred (3.98) (2.67)

Profit after Taxation 39.59 57.22

Expenses/(Income) pertaining to:

Previous year (net) -

Net Profit 39.59 57.22

Balance brought forward from Previous Year 799.38 742.16

Balance to be carried to next year 838.97 799.38

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs. 2,992.81 Lacs as compared to Rs. 5,884.17 Lacs in the Previous Year. The Company has recorded a net profit to the tune of Rs. 39.59 Lacs as compared to Rs. 57.22 Lacs in the previous year.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the period under review the Company has not carried out any manufacturing activities, hence the disclosures required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 with regard to energy and technology absorption are not applicable to the company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Sl. Particulars 2014-15 2013-14

1 Activities relating to export taken to increase exports Procured orders Procured orders from new buyers from new buyers

2 Total Foreign Exchange Earnings (Rs. in Lacs) 227.71 322.29

3 Used (Rs. in Lacs) 127.51 1390.36

Note : Total Foreign exchange earnings during the year were of USD 0.37 Millions.

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been over the years pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

BUSINESS RISK MANAGEMENT

The company has been following the principle of risk minimization since very long, thus required modification has been done as per Companies Act, 2013.

Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for developing, implementing and monitoring the risk management policy for the company.

The policy consists of identtfication of risk elements which may threaten the company such as Business risk, financial risk, fidelity risk, legal risk and many more and thus establishes a pro-active approach in structuring Risk Management policy so as to guide decision on risk related issues.

INTERNAL CONTROL AND THEIR ADEQUACY

The Internal control of the company lies with the Senior Management & Internal auditor who checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. In order to ensure that the acttvities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior of the company has adopted a vigil mechanism policy. This policy can be accessed on the Company's Website at the link: http://www. asianteaexports.com/whistle-blower-policy.pdf.

DIRECTORS & COMMITTEES

At the 28th Annual General Meeting of the company held on 29th August, 2014 the Company had appointed Shri Chattar Singh Surana (DIN 00256209) and Shri Sushil Kumar Nevatia (DIN 06391023) as independent directors under the Companies Act, 2013 for 5 consecutive years for a term upto 31st March 2019.

All independent directors have given a declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of listing agreement.

At a board meeting held on 27.04.2015 the board had appointed Shri Manash Kumar Banerjee (DIN: 07168868) as an Additional Director in the category of Independent Director.

Pursuant to provisions of the Companies Act, 2013 and the Articles of Association of the Company, Smt Rama Garg, Director of the Company retires by rotation and being eligible offers herself for re-appointment at the ensuing Annual General Meeting.

BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS

During the year Eleven Board Meetings and two meeting of independent directors' were held. The details of which are given in Corporate Governance Report. The Provisions of Companies Act 2013 and listing agreement were adhered to while considering the time gap between meetings.

AUDIT COMMITTEE

The company is having an audit committee comprising of the following directors :

Name Status Category

Shri C. S. Surana Chairman Non-Executive & Independent Director

Shri Sunil Garg Member Executive Director

Shri Sushil Kr. Nevatia Member Non-Executive & Independent Director

NOMINATION AND REMUNERATION COMMITTEE

Name Status Category

Shri C. S. Surana Chairman Non-Executive & Independent Director

Shri Sanjay Choudhary Member Non-Executive & Independent Director

Shri Sushil Kr. Nevatia Member Non-Executive & Independent Director

STAKEHOLDERS RELATIONSHIP COMMITTEE

Name Status Category

Shri Sushil Kr. Nevatia Chairman Non-Executive & Independent Director

Shri Sunil Garg Member Executive Director

Shri Hariram Garg Member Executive Director

SHARE TRANSFER & INVESTOR GRIEVANCE COMMITTEE

Name Status Category

Shri Sushil Kr. Nevatia Chairman Non-Executive & Independent Director

Shri Sunil Garg Member Executive Director

Shri Hariram Garg Member Executive Director

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(1) (c) of the Companies Act, 2013, your Directors confirm that :

1. In preparation of the Annual Accounts, for the year ended 31st March 2015, the applicable Accounting Standards have been followed and that there are no material departures.

2. The Directors have, in the selection of Accounting Policies, consulted the statutory Auditor and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2015 and of the Profit and Loss for the financial year ended 31st March, 2015.

3. The Directors have taken proper and sufficient care 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 detecting fraud and irregularities.

4. The Directors have prepared the Annual Accounts on Going Concern basis.

5. Proper Internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6. Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All material related party transactions that were entered into during the financial year were on an arm's length and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITIES

Particulars of loans, investments, guarantees & securities are provided in the standalone financial statements (Please refer to Note 11, 13, 14 & 18).

AUDITORS

Statutory Auditors

M/S Agarwal Kejriwal & Co, (Firm Registration No. 31612E), Chartered Accountants, have been appointed as statutory auditors of the Company at the last Annual General Meeting held on 29/08/2014 to hold office from the conclusion of 28th Annual General Meeting until the conclusion of the Thirty First (31st) Annual General Meeting subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM. There are no adverse remarks or qualifications in their reports.

Secretarial Auditors

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 Anjan Kumar Roy & Co. (CP No.: 4557, FCS 5684), Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith.

Internal Auditors

M/s Dava and Associates, Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee & Board of Directors from time to time.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, reports on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of corporate governance are annexed.

PARTICULARS OF EMPLOYEE

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows :

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are :

a) Employed throughout the year Nil

b) Employed for part of the year Nil

Details Pertaining to Remuneration as required U/S 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 :

Sl. Name of the Remuneration % increase in No Director/KMP of Director/KMP Remuneration in for FY 2014-15 FY 2014-15 (Rs. in Lacs) 1 Shri Hariram Garg, 15.00 - Managing Director

2 Shri Sunil Garg, 3.00 - Whole-time Director

3 Shri Rajesh Garg, 1.92 - Chief Financial Officer

4 Shri Anand Kumar Jha, 8.10 - Company Secretary

Sl. Name of the Ratio of Comparison No Director/KMP remuneration of of the each director/ remuneration of to the median the KMP against remuneration of the performance employees of the company 1 Shri Hariram Garg, 7.81 Managing Director

2 Shri Sunil Garg, 1.56 Profit after tax Whole-time Director decreased by 30.80 % in FY 3 Shri Rajesh Garg, 1.00 2014-15. Chief Financial Officer

4 Shri Anand Kumar Jha, 4.21 Company Secretary

(i) The median remuneration of employees of the company during the financial year was Rs. 1.92 Lacs.

(ii) There were 7 employees on the rolls of the company as on 31.03.2015

The remuneration paid to all Key Managerial Personnel was in accordance with remuneration policy adopted by the Company.

STOCK EXCHANGE

The Company's securities are listed at The Calcutta Stock Exchange Limited and BSE Ltd. Annual listing fees for the FY 2015-16 has been paid to them.

APPRECIATION

Your Directors place on record their deep appreciation for the continued assistance, support and co-operation extended to the Company by the Banks, Government departments, other agencies and employees at all levels.

Your Directors thank you, our esteemed shareholders, for your continued support.

For and on behalf of the Board

Place : Kolkata Sunil Garg Date : 29th May, 2015 Chairman

---

Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Twenty Eighth Annual Report and the audited accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS For the year For the year Ended 2013-14 Ended 2012-13 (Rs. In Lacs) (Rs. In Lacs)

Sales and Other Income 5989.56 5568.10

Profit before Taxation 81.05 98.82

Provision for Taxation

Current 26.50 33.55

Deferred (2.67) (0.68)

Profit after Taxation 57.22 65.95

Expenses/(Income) pertaining to: Previous year (net) - 2.99

Net Profit 57.22 62.96

Balance brought forward from Previous Year 742.16 679.20

Balance to be carried to next year 799.38 742.16

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs.5884.17 Lacs as compared to Rs.5388.43 Lacs in the Previous Year. The Company has recorded a net profit to the tune of Rs.57.22 lacs as compared to Rs.62.96 lacs in the previous year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the period under review the company has not carried out any manufacturing activities, hence the disclosures required under the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with regard to energy and technology absorption are not applicable to your company.

Note: Total Foreign exchange earnings during the year were of USD 0.54 Millions.

PARTICULARS OF EMPLOYEE

Section 217 (2A) of the Companies Act, 1956 is not applicable as no employee is in receipt of or entitled to receive remuneration in excess of the limits specified therein.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, reports on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of corporate governance are annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 134(1)(c) of the Companies Act, 2013, your Directors confirm that:

1. In preparation of the Annual Accounts, for the year ended 31st March 2014, the applicable Accounting Standards have been followed and that there are no material departures.

2. The Directors have, in the selection of Accounting Policies, consulted the statutory Auditor and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2014 and of the Profit and Loss for the financial year ended 31st March, 2014.

3. The Directors have 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 detecting fraud and irregularities.

4. The Directors have prepared the Annual Accounts on Going Concern basis.

DIRECTORS

Pursuant to provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri Lakshman Srinivasan, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

AUDITORS AND AUDITORS'' REPORT

M/S Agarwal Kejriwal & Co, Chartered Accountants, the retiring auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comment.

STOCK EXCHANGE

The Company''s securities are listed at Calcutta Stock Exchange Association Limited and Bombay Stock Exchange Ltd.

APPRECIATION

Your Directors place on record their deep appreciation for the continued assistance, support and co- operation extended to the Company by the Banks, Government departments, other agencies and employees at all levels.

Your Directors thank you, our esteemed shareholders, for your continued support.

Place: Kolkata For and on behalf of the Board Date: 21st July''14

H.R.GARG (CHAIRMAN)

---

Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Twenty Seventh Annual Report and the audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

For the year For the year Ended 2012-13 Ended 2011-12 (Rs. In Lacs) (Rs. In Lacs)

Sales and Other Income 5568.10 12177.00

Profit before Taxation 98.82 139.31

Provision for Taxation

Current 33.55 47.25

Deferred (0.68) (1.29)

Profit after Taxation 65.95 93.35

Expenses/(Income) pertaining to:

Previous year (net) 2.99 0.14

Net Profit 62.96 93.21

Balance brought forward from Previous Year 679.20 585.99

Balance to be carried to next year 742.16 679.20

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs.5388.43 Lacs as com- pared to Rs. 11739.42 Lacs in the Previous Year. The Company has recorded a net profit to the tune of Rs.62.96 lacs as compared to Rs.93.21 lacs in the previous year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the period under review the company has not carried out any manufacturing activities, hence the disclosures required under the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with regard to energy and technology absorption are not applicable to your company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

SI. Particulars 2012-13 2011-12

1 Activities relating to export taken to Procured orders Procured orders increase exports from new buyers from new buyers

2 Total Foreign Exchange Earnings 3369.38 10902.25 (Rs. In Lac)

3 Used (Rs. In Lacs) 1772.04 5736.53

Note: Total Foreign exchange earnings during the year were of USD 6.24 Millions.

PARTICULARS OFEMPLOYEE

Section 217 (2A) of the Companies Act, 1956 is not applicable as no employee is in receipt of or entitled to receive remuneration in excess of the limits specified therein. CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, reports on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of corporate governance are annexed.

DIRECTORS''RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. In preparation of the Annual Accounts, for the year ended 31 st March 2013, the applicable Accounting Standards have been followed and that there are no material departures.

2. The Directors have, in the selection of Accounting Policies, consulted the statutory Auditor and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2013 and of the Profit and Loss for the financial year ended 31st March, 2013.

3. The Directors have 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 detecting fraud and irregularities.

4. The Directors have prepared the Annual Accounts on Going Concern basis.

DIRECTORS

Pursuant to provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Sanjay Choudhury, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

AUDITORS AND AUDITORS'' REPORT

M/S Agarwal Kejriwal & Co, Chartered Accountants, the retiring auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comment.

STOCK EXCHANGE

The Company''s securities are listed at Calcutta Stock Exchange Association Limited and Bombay Stock Exchange Ltd.

APPRECIATION

Your Directors place on record their deep appreciation for the continued assistance, support and co-operation extended to the Company by the Banks, Government departments, other agencies and employees at all levels. Your Directors thank you, our esteemed shareholders, for your continued support.

For and on behalf of the Board

Place: Kolkata

Date: 26th July''13 H.R.GARG

(CHAIRMAN)

---

Mar 31, 2012

Dear Shareholders,

The Directors are pleased to present the Twenty Sixth Annual Report and the audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS For the year For the year Ended 2011-12 Ended 2010-11 (Rs. In Lacs) (Rs. In Lacs)

Sales and Other Income 12177.00 13400.87

Profit before Taxation 139.31 149.57

Provision for Taxation

Current 47.25 51.50

Deferred (1.29) 1.93

Profit after Taxation 93.35 96.14

Expenses/(Income) pertaining to:

Previous year (net) 0.14 -

Net Profit 93.21 96.14

Balance brought forward from 585.99 489.85 Previous Year

Balance to be carried to next year 679.20 585.99

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs. 11739.42 Lacs as compared to Rs. 13055.17 Lacs in the Previous Year. The Company has recorded a net profit to the tune of Rs.93.21 lacs as compared to Rs.96.14 lacs in the previous year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the period under review the company has not earned out any manufacturing activities, hence the disclosures required under the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with regard to energy and technology absoiption are not applicable to your company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

2011-12 2010-11

1 Activities relating to export taken to Procured orders Procured orders increase exports from new buyers from new buyers

2 Total Foreign Exchange Earnings 10902.25 12574.60

(Rs. In Lac)

3. Used (Rs. In Lacs) 5736.53 7094.55

Note: Total Foreign exchange earnings during the year was of USD 21.46 Millions.

PARTICULARS OF EMPLOYEE

Section 217 (2A) of the Companies Act, 1956 is not applicable as no employee is in receipt of or entitled to receive remuneration in excess of the limits specified therein.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, a report on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of corporate governance are annexed.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. In preparation of the Annual Accounts, for the year ended 31st March 2012, the applicable Accounting Standards have been followed and that there are no material departures.

2. The Directors have, in the selection of Accounting Policies, consulted the statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2012 and of the Profit and Loss for the financial year ended 31st March, 2012.

3. The Directors have 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 detecting fraud and irregularities.

4. The Directors have prepared the Annual Accounts on Going Concern basis.

DIRECTORS

Pursuant to provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri C.S.Surana, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

AUDITORS AND AUDITORS'' REPORT

M/S Agarwal Kejriwal & Co, Chartered Accountants, the retiring auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comment.

STOCKEXCHANGE

The Company''s securities are listed at Calcutta Stock Exchange Association Limited, and Bombay Stock Exchange Ltd.

APPRECIATION

Your Directors place on record their deep appreciation for the continued assistance, support and co-operation extended to the Company by the Banks, Government departments, other agencies and employees at all levels.

Your Directors thank you, our esteemed shareholders, for your continued support.

For and on behalf of the Board

Place: Kolkata H.R.GARG

Date: 30th July''12 (CHAIRMAN)

---

Mar 31, 2010

The Directors are pleased to present the Twenty Fourth Annual Report and the audited accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS For the year For the year

Ended 2009-10 Ended 2008-09

(Rs. In Lacs) (Rs. In Lacs)

Sales and Other Income 13160.89 10267.12

Profit before Taxation 155.94 90.55

Provision for Taxation

Current 33.76 29.00

Deferred (0.69) 3.95

Fringe Benefit Tax 0.00 3.15

Profit after Taxation 122.87 54.45

Expenses/(Income) pertaining to:

Previous year (net) 0.11 (0.22)

Net Profit 122.76 54.67

Balance brought forward from 367.09 312.42

Previous Year

Balance to be carried to next year 489.85 367.09

REVIEW OF OPERATIONS

During the year under review the company has recorded a turnover of Rs. 12823.55 Lacs as compared to Rs 10031.14 Lacs in the Previous Year. The Company has recorded a net profit to the tune of Rs. 122.76 lacs as compared to Rs.54.67 lacs in the previous year.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

During the period under review the company has not carried out any manufacturing activities, hence the disclosures required under the provisions of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with regard to energy and technology absorption are not applicable to your company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

2009-10 2008-09

1. Activities relating to export taken to Procured orders Procured orders increase exports from new buyers from new buyers

2 Total Foreign exchange Earnings 12093.70 9398.27 (Rs. In Lac)

3 Used (Rs. In Lacs) 7281.87 5382.41

Note: Total Foreign exchange earnings during the year was of USD 26.87 Millions.

PARTICULARS OF EMPLOYEE

Section 217 (2A) of the Companies Act, 1956 is not applicable as no employee is in receipt of or entitled to receive remuneration in excess of the limits specified therein.

CORPORATE GOVERNANCE

In terms of Clause 49 of the Listing Agreement, a report on Corporate Governance together with the Auditors Certificate regarding the compliance of conditions of corporate governance are annexed.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

1. In preparation of the Annual Accounts, for the year ended 31s1 March 2010, the appli- cable Accounting Standards have been followed and that there are no material depar- tures.

2. The Directors have, in the selection of Accounting Policies, consulted the statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March 2010 and of the Profit and Loss for the financial year ended 31st March, 2010.

3. The Directors have 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 detecting fraud and irregularities.

4. The Directors have prepared the Annual Accounts on Going Concern basis.

DIRECTORS

Pursuant to provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri B.C.Ghosh. Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

AUDITORS AND AUDITORS REPORT

M/S Agarwal Kejriwal & Co, Chartered Accountants, the retiring auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The notes on accounts referred to in the Auditors Report are self-explanatory and therefore do not require any further comment.

STOCK EXCHANGE

The Companys securities are listed at Calcutta Stock Exchange Association Limited, and Bombay Stock Exchange Ltd.

APPRECIATION

Your Directors place on record their deep appreciation for the continued assistance, support and co-operation extended to the Company by the Banks, Government departments, other agencies and employees at all levels.

Your Directors thank you, our esteemed shareholders, for your continued support.

For and on behalf of the Board

Place: Kolkata H.R.GARG

Date: 17.08.10 (CHAIRMAN)