TO THE MEMBERS

The Directors are pleased to present the Company’s Twenty-Seventh Annual Report and Company’s Standalone Ind AS Audited Financial Statement of Accounts for the Financial Year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS :

The Board’s Report shall prepared based on the standalone financial statements of the Company for the year ended March 31, 2018 as per Ind AS format is summarized below :- (Rs. in Lacs)

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2017 with a transition date of April 1, 2016. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind As is applicable to the Company from April 1, 2017. The reconciliation and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in Note No.26 in the notes of accounts in the Standalone Ind AS Financial statement.

DIVIDEND

Your Directors have recommended a dividend of Rs. 2.50 per Equity Share (Previous year of Rs. 2/- per Equity Shares) for the financial year ended March 31, 2018, i.e. @25% of total paid-up equity share capital. The above dividend will be payable out of current year’s profit of the Company. The dividend, if approved by the shareholders, will entail an out-flow of Rs. 90.42 lacs (inclusive of tax on dividend of ^ 15.42 lacs). .

TRANSFER OF RESERVES

The Company proposes to transfer Rs. 1,450.00 lacs to the General Reserve out of the amount available for appropriation. The Other Equity i.e. Reserves & Surplus thereafter will stand as on March 31, 2018 at Rs. 5596.69 lacs at a Book value of Rs. 196.56 per Equity Share.

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

Your Company’s operation during the year was satisfactory. The total revenue during the year was increased to 12.18% in comparison with its previous year, similarly the profit before tax during the year was increased to 8.71% in comparison with its previous year and profit after tax during the year was increased to 18.04% in comparison with its previous year. Your Directors continue to be of the opinion that high quality of products and innovations in products as well as improvement in technology along with cost cutting efforts will help your company to face this competition. The company is expected to continue to do well and improve further in the coming years .

DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Chanees in Directors and Key Managerial Personnel.

Mr. Tarun Kumar Das, Company Secretary of the Company resign from the Board w.e.f. 30/12/2017. The Board placed on record its valuable contribution made by him during the tenure as Company Secretary of the Company. Ms. Suruchi Tiwari, a Associate Member of the Institute of Company Secretaries of India, is appointed as Company Secretary of the Company w.e.f. 13/01/2018

b) Proposed Changes in Directors and Key Managerial Personnel seeking approval of ensuing AGM

Mr. Janak Bhardwaj (DIN-00047641), a Executive Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment and the same proposed in notice.

c) Declaration by an Independent Directors :

The Company has received declaration from all the Independent Directors (Non-Rotational) of the Company, confirming that they meet the criteria of independence as per Section 149(6) of the Companies Act, 2013.

d) Formal Annual Evaluation :

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and Other individual Directors which includes criteria for performance evaluation of the nonexecutive directors and executive directors. The Remuneration paid to Directors & Other Key Managerial Personnel are evaluated by the “Nomination and Remuneration Committee” of the Company on yearly basis.

e) Number of meetings of the Board of Directors :

Five meetings of the Board of Directors were held during the financial year 2017-18 i.e. year ended 31/03/2018. For further details, please refer report on Corporate Governance of this Annual Report.

f) Policy of Directors’ Appointment and Remuneration :

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2018, the Board consist of 6 members, one of whom is non-rotational executive director, one of whom is executive (liable to retire by rotation), one of whom is women (liable to retire by rotation) and rest three are independent (non-rotational). The Board periodically evaluates the need for change in its composition and size.

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of the directors’ report.

g) Familiarisation Programme for Independent Directors ;

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013 read with Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that;

(i) in the preparation of the Annual Accounts for the financial year ended March 31, 2018 the applicable accounting standards read with requirements set out under Schedule II to the Companies Act, 2013, 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 as at March 31, 2018 and the profit 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2018 on a ‘going concern’ basis as per Ind AS format.

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

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

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. There has been no change in the nature of business of the Company.

SIGNIFICANT CHANGES

This year implemented Ind AS format for preparing of Annual Report. The Company has adopted Ind AS with effect from 1^st April, 2017 with comparatives being restated. Accordingly the impact of transition has been provided in Opening Reserves as at P' April, 2016 and all the periods presented have been restated. No other significant changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The details in respect of internal financial control and their adequacy are included in the management Discussion & Analysis, which forms part of this report. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and (b) direct access to the Chairman of the Audit Committee of the Board of Director of the Company in appropriate or exceptional cases.

RISK MANAGEMENT

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company evaluating the all risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks. *

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors & their Statutory Audit Report

The Existing & Current Statutory Auditor M/s. D TIWARI & ASSOCIATES, Chartered Accountants, (Firm Registration No. 32895IE), hold office until the ensuing TWENTY-SEVENTH ANNUAL GENERAL MEETING and thereafter, he retire as per provision of the Companies Act, 2013.

The observations made in the Auditors’ Report to the Members of the Company have been dealt with in the Notes to the Statement of Profit and Loss and the Balance Sheet in Notes No. 1 to 26.3 of the Accounts. These are self explanatory and do not call for further comments. The Auditor’s Report does not contain any qualification, reservation or adverse remark.

Now as per requirement of Section 139(4) of the Companies Act, 2013, read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, the Audit Committee & Board proposed to appoint a New Statutory Auditors in place of existing, who retire at ensuing Annual General Meeting. The New Statutory Auditors M/s. Navin Nayar & Co., Chartered Accountants (Firm Registration No. 317117E), have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Companies Act, 2013 and they are not disqualified for appointment proposed to appoint statutory audit of books of accounts of the Company for a Block of Five (5) years from Financial Year 2018-19 to Financial Year 2022-23 (from 01/04/2018 to 31/03/2023) on a remuneration to be mutually decided by the Board and the Auditors.

Cost Auditors

The Board has appointed Mr. Kishore Majumdar, Practicing Cost Accountant and Proprietor of M/s. K. MAJUMDAR & ASSOCIATES, Cost Accountants for conducting Cost Audit for the Financial Year 2017-18 (Year ended 31/03/2018) and also appointed for next Financial Year 2018-19 as Cost Auditor, subject to such approvals as may be applicable.

Secretarial Auditors & their Secretarial Audit Report

The Board has appointed Mr. Sushil Tiwari, Practicing Companies Secretaries and Proprietor of M/s. SUSHIL TIWARI & ASSOCIATES, Companies Secretaries for conducting Secretarial Audit for the Financial Year 2017-18 (Year ended 31/03/2018) and also appointed for next Financial Year 2018-19 as Secretarial Auditor. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed in a separate report namely “Secretarial Audit Report” in Form No. MR-3. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

The Existing & Current Internal Auditor M/s. G. L. Singhal & Co. Chartered Accountants resign from the Company. The Board placed on record its valuable contribution made by him during the tenure as Internal Auditor of the Company.

Mr. Timir Baran. Hazra, Chartered Accountants, a practicing Chartered Accountants and Member of the Institute of Chartered Accountants of India, is appointed as Internal Auditors of the Company for Financial Year 2018-19 (from 01-04-2018 to 31/03/2019).

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in a separate Annexure - “I” attached hereto and form part of the Report. ^ -

EXTRACT OF THE ANNUAL RETURN

The extract of the Annual Return as of March 31, 2018 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013, in Form No. MGT - 9 shall form part of the Board’s Report given in a separate Annexure - “11” attached hereto and form part of the Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the Company formed a new committee named Corporate & Social Responsibility Committee and adopt a CSR policy to be undertaken by the Company, which has been approved by the Board. The disclosure as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in a separate Annexure - “III” attached hereto and form part of the Report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, Company provides for diversity and equal opportunities to all employees across the Company, based on merit and ability. The cultures of the Company ensure the aspects of work-life balance for employees, especially for women and are suitably addressed. During the year, no complaints of sexual harassment were received.

AUDIT COMMITTEE

The Audit Committee comprises Non-Executive & Independent Directors namely Mr. Buddhadeb Basu (Chairman), Non-Executive & Independent Director namely Dr. Subrata Haidar & Non-Executive & Independent Director namely Mr. Surajit Raha as other Members. All the recommendations made by the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE AND CSR COMMITTEE

The Nomination and Remuneration Committee comprises two Non-Executive Independent Director namely Mr. Buddhadeb Basu (Chairman) & Mr. Surajit Raha (Member) and one Non-Executive & Women Director Mrs. Anjum Dhandhania (Member). All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

The Corporate & Social Responsibility (CSR) Committee comprises one Non-Executive & Independent Director namely Mr. Buddhadeb Basu (Chairman), one Executive Director namely Mr. Asheesh Dabriwal (Member) and one Non-Executive & Independent Director namely Mr. Surajit Raha (Members). All the recommendations made by the Corporate & Social Responsibility Committee were accepted by the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year the Company have not paid any loans, guarantees or made any investments referred to Section 186 of the Companies Act, 2013. The particulars of other loans given, investments made for the purpose of its business activities are provided in the standalone financial statement (please refer to Note No. 6 & 9 to the Standalone Ind As Financial Statement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arm’s length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, thus the disclosure in prescribed Form No. AOC - 2 is not required as per third provision of Section 188(1) of the Companies Act, 2013. Your Directors draw attention of the members to Note No. 25.8 of the Standalone Ind AS Financial Statement which sets out related party disclosures as per Ind AS - 24.

PARTICULARS OF EMPLOYEES & MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are provided in a separate Annexure - “IV” attached hereto and form part of the Report.

Particulars of employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are NIL.

CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as stipulated under Regulation 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31^st March, 2018, as forms part of the Annual Report and which has been set out in a separate report called “Corporate Governance Report” annexed herewith. The requisite Certificate from the Statutory Auditors of the Company, M/s. D TIWARI & ASSOCIATES, Chartered Accountants, confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 & Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is also annexed to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 15(2) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year ended 31^s1 March, 2018, is presented in a separate section forming part of the Annual Report called as Management Discussion & Analysis Report” is annexed.

GENERAL

Your Directors state that no disclosures or reporting is required in respect of the following items as there were no transactions on this items during the year under review :

1) Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2) Issue of equity shares with differential rights as to dividend, voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4) Neither the Managing Director nor the any Executive Director of the Company receive any remuneration or commission from any of its subsidiaries.

5) No significant or material orders were passed by the regulators or courts or tribunal which impact the going concern status and Company’s operation in future.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

Place : Kolkata For and on behalf of the Board of Directors

Dated : 14^th day of May, 2018 ASHEESH DABRIWAL

Managing Director & C.E.O.

(DIN - 00044783)