The Directors have pleasure in presenting Company's 33rd Annual Report and Audited Financial Statements for the financial year ended March 31-, 2015.

1 FINANCIAL RESULTS                                     (Rs. in Lacs)

Sales and other Income                                     1196.90

Loss before Interest and Depreciation                        12.17

Add: Interest                                                33.37

Depreciation                                                  3.44

Tax Expenses                                               (15.32)
(including Deferred Tax)

Loss after Tax                                               33.66

Balance as per last account                                 117.95

Amount available for Appropriations                          84.29

Dividend on preference Shares                                 0.32
(including Tax)

Balance carried to Balance Sheet                             83.97

Financial Year 2014-15 has been the worst year in the history of the Company when it recorded a net loss of Rs. 48.99 lacs on a turnover of Rs. 1163.49 lacs. The operations were badly affected due to poor off take of end products especially the deoiled meals. Global conditions affected the demand and industry has been hard hit and was forced to carry huge inventory of deoiled meals to new season and sell at unremunerated prices. The company though a small Company but being a listed one , is also burdened with steep increase in expenditure on compliances of various laws and listing fee as demanded by BSE. It is a matter of satisfaction that the margins during season time remain stable and your Company could recover part of losses in the last quarter.

However, this trend started to decline in new fiscal. Further, prediction of weak monsoon especially in Northern India has added to the woe of the company for of supply of rice bran, its main raw material, dependent on reasonable produce of paddy requiring good rains. The management therefore keeps its fingers crossed and pray for good monsoon.

3. DIVIDEND

Due to losses during the year, dividend on Equity Shares is not recommended. As per advice of experts and also considering liquidity constraints, the Directors have decided not to recommend the dividend on Cumulative Redeemable Preference Shares for financial year 2014-15 out of past accumulated profits. The dividend on Cumulative Preference Shares is a fixed liability hence is kept in arrear. However the dividend amounting to Rs. 32380/- (including Dividend Distribution Tax) was paid on redemption of 10%, 5000 Cumulative Redeemable preference Shares of Rs. 100/- each for the period 01.04.2014 to 14.10.2014 out of past accumulated profits in accordance with section 124 read with prescribed rules thereon and is to be approved by the shareholders at the ensuing Annual General Meeting.

4. SHARE CAPITAL

As per resolution passed in last Annual General Meeting, the Company's Authorized Capital was increased from Rs. 150 lacs to Rs.200 lacs by adding Rs. 5 lacs comprising of 50,000 10.5% Cumulative Redeemable Preference Shares of Rs 100 each. Further during FY 2014-15 the Company has redeemed 5000, 10% Cumulative Preference Shares of Rs 100 each on the maturity date ie 15-10-2014 out of proceeds of fresh issue of 12% 5000 Cumulative Redeemable Preference Shares of Rs 100 each allotted on 10.10 2014. Thus paid up Preference Share Capital as on the date of the Balance sheet stands unchanged at Rs. 40 lacs.

5. FIXED DEPOSITS

The Company discontinued the acceptance of Deposits from 01.04.2014 and repaid fully all the outstanding amount of Deposits and nothing remains unclaimed as well as unpaid as on 31.03.2015.

6. SUBSIDIARIES

Your Company does not have any subsidiary within the meaning of the Companies Act, 2013

7. DIRECTORS, KEY MANAGERIAL PERSONNEL

a) With the coming in force of the Companies Act, 2013 the existing Independent Directors namely Mr. Ashok Gupta (DIN 00135288), Mr. Atul Bagla (DIN: 00159563 ), Mr. Anil Kamthan(DIN: 00159819) were appointed as Independent Directors for 5 years up to date of AGM 2019. Mrs. Rekha Kejriwal (DIN: 06889864), a qualified Company Secretary , has been appointed as Women Director on the Board. Her appointment as Independent Director was also regularized at the last AGM for five years till AGM 2019. Mr. Dinesh Khandelwal has been designated as Director Finance and CFO w.e.f 1st April, 2014 for 3 years which was also approved by the members at the last Annual General meeting. Mrs. Liza Arora, a qualified Company Secretary, has been appointed to act as Company Secretary and Compliance Officer during the year. Mr. Dinesh Khandelwal (DIN: 00161831) is liable to retire on rotation and being eligible offers for reappointment. His particulars are given the Notice of AGM. Your Directors recommend the resolution of his appointment for your approval.

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

c) At the time of appointment of a Director , a formal letter of appointment is given to him which interalia explains the role, function, duties expected from him as a Director of the Company. The Director is also explained in details of compliances required from him under the Companies Act, 2013, Listing Agreements and other relevant regulations and he is briefed about the Company's business, manufacturing process, industry scenario etc.

8. BOARD EVALUATION

In terms of Schedule IV to the Companies Act, 2013 Board has carried out an annual performance evaluation of all its Independent Directors and the Independent Directors evaluated the performance of Chairman and Non Independent Directors. The Board also evaluated the functioning/performance of various Committee of Directors and expressed their satisfaction with their functioning / performance.

9. REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination and Remuneration Committee has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management/Mid Junior Level Personnel of the Company. The Policy covers the criteria for selection and appointment of Board Members and Senior management and their remuneration. The Company's Remuneration Policy is based on the principles of (i)Pay for Responsibility and Duties, (ii)Pay for Potential and (iii) Pay for growth of the Company,

The Nomination and Remuneration Committee is vested with powers to determine yearly increments/salary increase of Executive Directors/ KMPs and one level below based on their performance and contribution towards profitability and sustainability of company. Non Executive Directors are paid only sitting fee which is decided by Nomination & Remuneration Committee.

10. RISK MANAGEMENT POLICY

The Company has formulated the Risk Management Policy in accordance with the Companies Act, 2013 which is reviewed by the Board from time to time. The Company has indentified the External/Internal Risks which may impact the operations of the business/Company. The Company's unit being agro based and its products are subject to wild price fluctuations. The availability of raw material is dependent upon monsoon. Global conditions and Government policy also play important role in regulating the prices of Company's end products and consequently affect the Company's profitability. Executive Management keeps a close watch on these external risk factors while taking decisions relating to operations. The management has taken all possible measures to cover up and minimize the internal risks such as business, event, financial, human , environment and statutory compliance.

11. INTERNAL CONTROL SYSTEM

The Company has an adequate system of internal control relating to purchase of stores, raw materials including components plant & machinery, equipment and other similar assets and for the sale of goods commensurate with the size of the Company and nature of its business. The Company has also Internal Control System for speedy compilation of Accounts and Management Information Reports and to comply with applicable laws and regulations. The Company has a well defined organizational structure, authority levels and internal rules and regulations for conducting business transactions.

The Company has already formed an Audit Committee which met three times in the year. Audit Committee ensures proper compliance with the provisions of the Listing Agreement with Stock Exchange, Companies Act, reviews the adequacy and effectiveness of the internal control environment and monitors implementation of internal audit recommendations. Besides the above, Audit Committee is actively engaged in overseeing financial disclosures and in reviewing your Company's risk management policies.

12. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a Whistle Blower Policy to report genuine concerns or grievances detrimental to the interest of the Company. The Whistle Blower Policy has been posted on the website of the Company.

13. RELATED PARTYTRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business and the provisions of Section 188 of Companies Act, 2013 are not attracted. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 was not required. Details of Transactions made are disclosed in financial statements.

14. AUDITOR'S REPORT

There are no qualifications, reservations or adverse remarks or disclaimer made in the Auditors' Report which requires any clarification or explanation.

15. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under, M/s. Banthia & Co, Practicing Company Secretary (C P No. 1405), Kanpur , has been appointed to conduct a Secretarial Audit of the Company. The Practicing Company Secretary has submitted his Report on the secretarial audit which is annexed to this Board's Report. The Board noted that two forms MGT 10 for change in promoters holdings have not been filed. The same is required to be filed within 15 days of the event. The transfer of shares took place in June 2014, where as the said Form MGT-10 was made available for filing by MCA in November 2014, hence was not possible to file in accordance with the relevant provisions of the Act.

16. STATUTORY AUDITORS

M/S. P.L. Tandon & CO. , Kanpur Chartered Accountants, (ICAI Registration No 000186C), will retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for re-appointment as Auditors of the Company.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013, your Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed with no material departures;

b) they 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 and of the loss of the Company for the same period;

c) they 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 preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate and are operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that these are adequate and are operating effectively

18. MATERIAL CHANGES AND COMMITMENTS

There are no material changes or commitments made by the company affecting the financial position of the company between end of financial year and date of the Report.

19. STATUTORY DISCLOSURES:

i. EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 as required under Section 134 (3) (a) of the Companies Act, 2013 is annexed hereto as Annexure.

ii. MEETINGS OFTHE BOARD AND COMMITTEE HELD DURINGTHE YEAR

a. The Board of Directors met 4 times during the year on 27.05.2014 , 29.07.2014, 01.11.2014, and 05.02 .2015. All the Directors were present in all the meetings.

b. In compliance with Section of 178 of Companies Act 2013 , the Company constituted Audit Committee consisting of Mr. Ashok Gupta as its Chairman , Mr. Atul Bagla and Mr. K N Khandelwal . Both Mr. Ashok Gupta and Mr. Atul Bagla are independent Directors and all three members are qualified Chartered Accountants and have vast experience in the field of Accounts and Finance. A total of three Audit Committee Meetings were held during the year on 29.07.2014, 01.11.2014 and 05.02.2015. All the Directors were present in all 3 meetings.

c. During the year, Remuneration Committee was renamed and reconstituted. Mr. Ashok Gupta an Independent Director was elected as Chairman. Other members include Mr. Atul Bagla and Mr. Anil Kamthan (both Independent Directors) while K N Khandelwal ,non Executive Director, continued as member . Total two Meetings were held during the year on 27.05.2014, 01.11.2014.All the members were present in both the meetings.

d. The Shareholders Grievance Committee has been renamed as Stake Holders Relationship Committee with Mr. K N Khandelwal, Mr. Anil Kamthan and Mr. Dinesh Khandelwal as it's members. The Committee met once on 05.02.2015 and found that no complaints was received from any investor/depositor during the year.

e. Independent Directors held a meeting on 05.02.2015 to assess /evaluate the performance of Chairman and Non Independent Directors and concluded their satisfaction on their performances.

iii. CORPORATE SOCIAL RESPONSIBILITY Corporate Social Responsibility is not applicable to the company.

iv. DISCLOSURE UNDER SECTION 186: LOANS AND INVESTMENTS Loans and investments were made for deployment of surplus funds which are within the limits as prescribed u/s 186 of the Companies Act, 2013. Details are given in financial statement.

v. CONSERVATION OF ENERGY

Information required in "Form A" is not being given as our unit does not fall under specified industry mentioned in the relevant schedule.

vi. TECHNOLOGY ABSORPTION

The Company's plant has been designed on the continuous process technology of M/s. Extractions Technik, Gmbh, Germany. No expenditure has been incurred in in-house research and development.

vii. IMPORTS / EXPORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no import/export and no foreign exchange earnings and outgo incurred during the year under review.

viii. REMUNERATION PAID TO EXECUTIVE DIRECTORS AND KEY MANAGERIAL PERSONNAL

Details of remuneration paid to Directors, KMPs are given in Form No. MGT- 9. Further, details as required under Rule 5(1) & (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read with section 197 of the Act, is given in Annexure. Executive directors have been paid minimum remuneration as approved by the Shareholders.

ix. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION) PROHIBITION AND REDRESSAL) ACT, 2013 No compliant has been received under the aforesaid Act during the year under reference.

20. ENVIORNMENT AND SAFETY

The Company being conscious of the importance of making the environment clean and safe has taken all necessary steps for making the environment clean and all approvals under pollution Control Act/Factories Act/Explosive Licenses/Fire and Safety Rules/other licenses ,when and where necessary. are in place.

21. LISTING OF EQUITY SHARES

Consequent upon dispension of activities by U.P Stock Exchange Association Limited, the Company's Equity Shares are automatically delisted with UPSE. However, the shares continue to be listed with BSE. The Listing fee for the year 2014-15 is duly paid.

22. ACKNOWLEDGMENTS

Your Directors thank Customers, Vendors, employees and all the Stakeholders for their continued support to your Company's performance and growth.

Place: Kanpur 
Date: 28 July, 2015     FOR AND ON BEHALF OF THE BOARD 
                                  K N KHANDELWAL