Directors Report of Senbo Industries Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure to present herewith their Twentieth Annual Report on the business and operations of the Company together with the financial results for the year ended 31st March, 2014.

FINANCIAL RESULTS

2013-14 2002-13 Rs. Rs.

Operating Profit / (Loss) before Finance Charges, Depreciation (44,80,710) (36,90,815)

Depreciation and Amortization (20,91,267) (21,90,501)

Finance Charges (22,414) NIL

Profit / (Loss) before exceptional items (65,94,390) (58,81,316)

Exceptional Items NIL (10,49,858)

Profit / (Loss) from Continuing operation (65,94,391) (69,31,174)

Profit / ( Loss) for the period (65,94,391) (69,31,174)

Accumulated (Loss) brought forward (357,213,874) (35,02,82,699)

(Loss) carried forward to Balance Sheet (363,808,264) (35,72,13,873)

DIVIDEND

In view of loss during the year, your Directors regret their inability to recommend payment of Dividend for the year.

OPERATING PERFORMANCE

Due to closure of the factory, there was no production in the year 2013-14 and hence, sale during the year under review was nil.

FUTURE PLANS

As reported earlier various proposals for setting up of medical units and health related facilities are under active consideration of the management. Joint Venture proposals with reputed overseas firms are also being explored. Our Directors are hopeful of finalizing the issue in near future.

DIRECTORS'' RESPONSIBILITY STATEMENT

1. The applicable accounting standards those mentioned in Para 1.11 (b) to the Notes to accounts have been followed in the preparation of the annual accounts for the year.

2. 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 as on 31st March, 2014 and of its losses for the year ended on that date.

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 preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Section 217(2A) of the Companies Act, 1956 was not applicable since there was no employee drawing salary during the year in excess of the specified amount.

DEPOSIT

The Company has not received any Deposit in terms of Section 58A of the Companies Act, 1956 during the period under review.

LISTING

The shares of the Company are listed on the following Stock Exchanges :

(i) BSE Limited

(ii) The Calcutta Stock Exchange Limited.

ISSUE OF CUMULATIVE REDEEMABLE PREFERNCE SHARES

The Company obtained inter-corporate loan to the extent of Rs. 190,634,399 from Senbo Engineering Limited and Embicon Engineering Private Limited. The lenders have agreed to subscribe for Cumulative Redeemable Preference Shares (CRPS) against such loan. This will be cost economical for the Company. The Directors proposes the related resolutions for your approval.

RELATED- PARTY TRANSACTION

The Company proposes to rent out a portion of the Company''s unused Factory Godown situated at Sonarpur to Senbo Engineering Limited at a annual rent not exceeding to Rs.36 Lakhs per annum. This agreement being a Related Party Transaction pursuant to Section 188 of the Companies Act 2013 requires prior approval of the Shareholders by a Special Resolution. Appropriate resolutions will be incorporated into notice of ensuing Annual general Meeting for your approval.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & EXPENDITURE :

A. CONSERVATION OF ENERGY :

1. Power and Fuel Consumption Current Year Previous Year

i) Electricity from WBSEDCL

Unit Kwh 51,540 53280

Total Amount Rs. 14,73,528 21,24,956

Rate Rs. / Kwh 28.59 39.88

2. Consumption per Unit of Production Current Year Previous Year

Electricity Kwh / bottle No Production No Production

Furnace Oil Ltr. / bottle No Production No Production

Since the factory is closed there is not much scope for reduction of energy consumption. The expenses on electricity are only for the closed factory and based on the minimum load factor

B. TECHNOLOGY ABSORPTION :

Since there was no operation in the factory for a period under review. So, there is no question of Technology Absorption.

C. FOREIGN EXCHANGE EARNING AND EXPENDITURE :

There was no inflow and outgo of foreign exchange during the year.

AUDITORS AND AUDIT REPORT

Messers Rajesh Chaturvedi & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting as Statutory Auditor and being eligible, offer themselves for re-appointment.

The observations of the auditors in their report on the Company''s accounts for 2013-14, dealt with in the Notes on Accounts which form part of the Accounts and are self explanatory.

AUDITORS'' CERTIFICATE ON CORPORATE GOVERNANCE

A Certificate from the Auditors of the Company regarding compliance with the Code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this Report.

DIRECTORS

Your directors regret to report the sad demise of Shri C.S. Choudhury on 20th November, 2013. The Board records its appreciation of the valuable services rendered by Late C.S. Choudhury to the Company since its inception.

Shri Bimal Kanti Choudhury was appointed as an Additional Director designated as Professional Director with effect from 25th September, 2013 and he shall hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice in writing with requisite deposit from a member proposing Shri Choudhury for appointment as a Director liable to retire by rotation.

In accordance with provisions of the Companies Act, 2013 and the Company''s Article of Association, Dr. Shaibal Kumar Chakraborty and Shri Pradip Kumar Chakravorty retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

0The tenure of appointment of Shri Kajal Sengupta as Managing Director has been expired on 31st March, 2014. The Board proposed to re-appoint him as Managing Director for a future period of 5(Five) years with effect from 1st April, 2014. Appropriate resolution will be incorporated in the agenda of the ensuing Annual General Meeting.

The resolutions for appointment of Shri Shaibal Kumar Chakraborty, Shri Pradip Kumar Chakravorty and Shri Badal Modak as the Independent Directors in terms of the provision of the Companies Act, 2013 for a continuous period of 5(Five) years with effect from 1st October, 2014 have been prepared for your approval.

ACKNOWLEDGEMENT

Industrial Relations continue to be cordial. The Management expresses its sincere thanks for the co-operation extended by its Banking, customers, employees, consultants and by associates during the period under report.

For and on behalf of the Board

Place : Kolkata Kajal Sengupta Date : 07.08.2014 Chairman & Managing Director

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Mar 31, 2012

To The Members

The Directors have pleasure to present herewith their Eighteenth Annual Report on the business and operations of the Company together with the financial resuIts for the year ended 31 st March, 2012. FINANCIAL RESULTS

(Rs.) (Rs.) 2011-12 2010-11

Operating Profit/ (Loss) (3,986,517) (19,057,674) before Finance Charges, Depreciation

Depreciation and Amortization (6,648,688) (16,076,027)

Profit/(Loss) before (10,635,205) (35,133,701) exceptional items

Exceptional (18,436) (9,48,589) Items

Profit/(Loss)from Continuing (10,653,641) (36,082,290) operation

Profit/(Loss) from (32,391,911) - Discontinuing operations

Profit/(Loss) for the period (43,045,552) (36,082,290)

Accumulated (Loss) brought (307,237,147) (271,154,857) forward

(Loss) carried forward (350,282,699) (307,237,147) to Balance Sheet

In view of loss during the year, your Directors regret their inability to recommend payment of Dividend for the year. OPERATING PERFORMANCE

Consequent to closure of the factory from 28th March, 2011, there was no production in the year 2011 -2012 and hence, sale during the year under review was nil.

SALE OF ASSETS

As reported in the previous year the Company had received advance from a buyer against sale of Intra Venous Fluid manufacturing machinery of the Company. However, the sale was effected during the year under review. Loss on sale of such machinery during the year was Rs.323,92 lakhs.

FUTURE PLANS

Some proposals as to setting up of Medical Care Unit, Cancer Research Unit & Hospital etc. were reviewed but no conclusive decision could be taken in absence of proper financial planning. In view of involvement of huge Capital Expenditure, it becomes necessary to hold discussions with Financial Institutions for the required financial assistance over and above Promoters'contribution. However, further review would be made during the current financial year.

DIRECTORS' RESPONSIBILITY STATEMENT

1. The applicable accounting standards excepting those mentioned in Para 1.11 to the Notes to accounts have been followed in the preparation of the annual accounts for the year.

2.The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2012 and of its losses for the year ended on that date.

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 preventing and detecting fraud and other irregularities.

4. The Directors have prepared the Annual Accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Section 217(2A) of the Companies Act, 1956 was not appiicable since there was no employee drawing salary during the year in excess of the specified amount.

B. TECHNOLOGY ABSORPTION:-

The Company is waiting for new project to come in, The Company hereby undertakes that the technology of the new project will be fully absorbed during and immediately after the implementation of the project.

C. FOREIGN EXCHANGE EARNING AND EXPENDITURE:- There was no inflow and outgo of foreign exchange during the year.

AUDITORS AND AUDIT REPORT

Messrs Rajesh Chaturvedi & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting as statutory auditor and being eligible, offer themselves for re-appointment.

The observations of the auditors in their report on the Company's accounts for 2011-12, dealt with the Notes on Accounts which form part of the Accounts.

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

A Certificate from the Auditors of the Company regarding compliance with the Code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this Report.

DIRECTORS

Mr. C.S. Choudhury, Director retires at the forthcoming Annual general Meeting and being eligible, offers themselves for re-appointment.

For and on behalf of the Board Kajal Sengupta Chairman & Managing Director

Place: Kolkata Date : 31st May, 2012

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Mar 31, 2010

The Directors present their Sixteenth Annual report on the business and operations of the Company together with the Financial results for the year ended 31st March, 2010.

FINANCIAL RESULTS

Rs. Lacs

2009-10 2008-09

Operating Profit / (Loss) before Finance Charges,

Depreciation & Items not related to operation (165.08) (120.32)

Finance Charges (0.05) (1.58)

Depreciation (160.72) (138.22)

Write Off (6.42) (0.07)

Net Operating Profit(Loss) (332.27) (260.19)

Other Non Operating Income 1.73 9.08

Net Profit / (Loss) (330.54) (251.11)

Adjutment relating to previous years 2.83 (0.90)

Accmulated (Loss) brought forward (2383.84) (2,131.83)

(Loss) carried forward to Balance Sheet (2711.55) (2,383.84)

In view of huge accumulated loss, your Directors do not recommend payment of Dividend for the year and for similar reason, no provision for Income Tax has been made.

OPERATING PERFORMANCE

During the financial year under review, balancing adjustments concerning automated production were made and production on Trial Run basis was started. Out of 1,57,634 Product Materials, only 24,244 materials could be sold in the market at much below the production cost. This demonstrated that manufacturing of IV Fluids on commercial basis was no longer viable and was leading to increase in losses.

RENOVATION OF MACHINES

The only producing machine -Bottel Pack 360, imported from Rommelag Ag., Germany in 1996 has been "Metal Fatigued" and stops frequently warranting heavy maintenance. Spares are not readily available and it takes 45 to 60 days time to get delivered from their country of origin.

PRODUCTION PLAN

After renovation of the machine, the Management took steps of either own manufacturing on commercial basis or contract manufacturing. Since own manufacturing and selling was not found viable, attempts were taken to establish relationship with some interested parties like, Fresenius, Baxter, B Brawn and others on contract Manufacturing. All negotiations failed because of non-matching of price together with firm commitments required for minimum quantity of production. Hence, there was no other alternative but to take a decision to sell the Intra-venous Fluid manufacturing machines.

SALE OF ASSETS

The Company being a loss making unit needs restructuring of its business. The Company has also huge amount of unsecured loan in its books.

Since the Board is contemplating new lines of business, it at its meeting held on 15th January, 2010, decided, subject to your approval, to sell, lease, transfer or otherwise dispose of the IV Fluid manufacturing machineries and other assets of the Company either in whole or in part. In the said meeting, the Board also decided to obtain your consent / approval under Section 293(1 )(a) of the Companies Act, 1956 by way of Special resolution, empowering the Board of Directors of the Company for sale, lease, transfer or otherwise dispose of the whole or substantially the whole or part of the Companys assets more specifically situated at the Companys factory at Karbala, Sonarpur Station Road, Kolkata- 700 103. Accordingly, consent / approval of the shareholders has been taken through postal ballot under Section 293(1 )(a) read with Section 192A of the Companies Act, 1956 and the Companies (Passing of the Resolutions by Postal Ballot) Rules, 2001. Consequent to the consent / approval received from the shareholders on 17th March, 2010, the Board initiated sale of IV Fluid manufacturing machineries. The fund thus received have, amongst others, been used to pay off part of its unsecured loan.

FUTURE PLANS

In view of decision of bringing new lines of business, a number of alternatives are under consideration. It includes setting up hospitals, Medical Care Unit, health projects, Eye Care Unit, Cancer Research Unit & Hospital, etc. In addition, the Board was also interested to apply for suitable change in the Object Clause of the Memorandum of Association for any other profitable venture and if necessary any other decision to relieve the Company from its huge liabilities.

DIRECTORS RESPONSIBILITY STATEMENT

a. Your Directors have followed applicable Accounting Standards in the preparation of Annual Accounts.

b. Your Directors had selected such accounting policies as mentioned in the Notes to Accounts and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of 31st March, 2010 and of the loss of the Company for the year ending 31st March, 2010.

c. Your 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 preventing and detecting fraud and other irregularities.

d. Your Directors have prepared the Annual Accounts on a going concern basis.

FIXED DEPOSIT

During the year under review, your Company has not accepted any deposit from Public.

PARTICULARS OF EMPLOYEES

Section 217(2A) of the Companies Act, 1956 was not applicable since there was no employee drawing salary during the year in excess of the specified amount.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & EXPENDITURE

A. CONSERVATION OF ENERGY

1 Powerand Fuel Consumption Current Year Previous year

i. Electricity from WBSEDCL

Unit Kwh 194875 143,593

Total Amount Rs. 2,320,553 1,757,578

Rate Rs./Kwh 11.91 12.24

ii Furnace Oil

Quantity Ltr. 10871 7,800

Total amount Rs. 243,670 172,581

Rate Rs./Ltr 2Z41 22.13

2. Consumption per Unit of Production Current Year Previous Year

Electricity Kwh/bottle 1.236 Negligible Production

Furnace Oil Ltr./bottle 0.0689 Negligible Production

The energy consumption has always been a priority area for the Company. Your directors are very much conscious of the need for conservation of energy as on going process and for that purpose, continuous efforts are being made for optimum usage of energy.

B. TECHNOLOGY ABSORPTION

The Company is waiting for new project to come in. The Company hereby undertakes that the technology of the new project will be fully absorbed during and immediately after the implementation of the project.

C. FOREIGN EXCHANGE EARNING AND EXPENDITURE

(Amount in Rs.)

Current Year Previous Year

Foreign Exchange Earnings Nil Nil

Foreign Exchange Expenditure

Raw Materials Nil Nil

Spares & Components 1,121,678 Nil

Traveling Nil Nil

Foreign Delegation Fee Nil Nil

AUDITORS AND AUDIT REPORT

Messrs Rajesh Chaturvedi & Associates, Chartered Accountants, are the statutory auditors of the Company, who retire at the forthcoming Annual General Meeting and being eligible, have consented to act if re-appointed by the members at the Annual General Meeting.

The observations of the auditors in their report on the Companys accounts for 2009-10, in our opinion, have been sufficiently disclosed in the Notes on Accounts which form part of the Accounts and need no further explanation.

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

A Certificate from the Auditors of the Company regarding compliance with the Code of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to this Report.

DIRECTORS

Sri C S Choudhury and Dr. Shaibal Chakraborty, Directors retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks and deep appreciation to the various Government Departments, Banks, Shareholders and employees of the Company for their continuous support to the Company.

For and on behalf of the Board

Place: Kolkata Kajal Sengupta

Date : 28th May, 2010 Chairman & Managing Director