DIRECTORS' REPORT

Your Directors are pleased to present the Sixteenth Annual Report together with the Audited Financial Statement of your Company for the financial year ended 31st March, 2015.

FINANCIAL PERFORMACE AND STATE OF COMPANY'S AFFAIRS

During the year under review, the Company continued to face hurdles from all corner. The overall weak economic conditions, sluggish demand in most of the end user industry segments, rising cost of production and borrowing costs and other global factors posed hardships on the Company.

The Company recorded revenue (comprising of sales and other income) of Rs. 151,246.07 lacs compared to Rs. 199,078.40 lacs during the previous year. Loss before Tax for the year was Rs.49,012.30 lacs as compared to Rs. 41,874.07 lacs in the previous year. Loss after Tax for the year was Rs. 38,637.27 lacs as compared to Rs.31,895.15 lacs in the previous year.

The Consolidated loss before exceptional and extraordinary items and tax was Rs. 51,443.57 lacs as compared to loss of Rs.43,966.87 lacs in the previous year. The consolidated net loss for the year under review was Rs. 40,613.19 lacs against loss after tax of Rs. 33,318.10 lacs in the previous year.

No amount has been proposed to be carried to any reserves.

In view of losses incurred and requirement of capital, considering the capital intensive nature of the industry, for working of the Company, your Directors did not recommend any dividend for the financial year 2014-15.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report except as stated in the report.

CHANGE IN NATURE OF BUSINESS, IF ANY

During the year there was no change in the nature of business of the Company or its subsidiaris.

EROSION OF NET WORTH

As per the Audited Financial Statements for Financial Year 2014­15, the accumulated losses of the Company as on 31st March, 2015, are in excess of its entire net worth as on the same date, as such the Company has become a Sick Industrial Company and the necessary reference be made with the Board for Industrial & Financial Reconstruction (BIFR) in terms of the provisions of Section 15(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), for determination of measures for its rehabiliation. The Company is in the process of making the necessary statutory compliances.

INDUSTRY SCENARIO AND OUTLOOK

Your Company operates in single segment i.e. Steel. In India, the Steel Industry is passing through a challenging phase. The demand for steel is at its lowest. Domestic consumption is severely affected due to lack of activity in infrastructure as well as in the manufacturing space. The biggest challenge facing the domestic steel industry is to have the per capita steel consumption in India at par with the average global standards. The overhang of excess capacity continues to put pressure on the global steel sector, particularly in light of uneven economic growth and weak steel demand Global steel demand forecasts were lowered in the second half of 2014 as the earlier positive momentum faltered.

Despite the above mentioned challenges faced by the steel sector, bright prospects can be expected considering the fact that the governments is taking initiatives on using innovative production techniques for enhancing operational as well as financial performance of the industry as a whole. The new Government at the centre has rekindled hope in the industry. The ambitious infrastructure projects and the thrust in manufacturing through the "Make in India" campaign are steps in the right direction. The plan for smart cities, improved road and rail connectivity by building highways, bridges and dedicated freight and superfast rail corridors have huge potential to spur domestic steel demand.

Considering the aforesaid facts, your Company feels optimistic and is striving to take sincere efforts to revive particularly by increasing its capacity utilisation.

Cancellation of Coal Blocks

The Hon'ble Supreme Court vide its Order pronounced on 24th September, 2014, has cancelled number of coal blocks allotted to various companies. These include two coal blocks viz. Andal East in West Bengal and Rohne in Jharkhand allocated to the Company jointly with other parties where no mining activity has commenced & Ardhagram in West Bengal jointly with other party where mining activity has commenced. Subsequently, the Government promulgated The Coal Mines (Special Provisions) Ordinance, 2014 which intends to take appropriate action to deal with the situation arising pursuant to the Hon'ble Supreme Court's decision.

Installed Capacity and Actual Production

Your Company has an integrated steel plant and manufactures different products in Steel sector. Your Company's cumulative product wise installed capacity and actual production comprise

SUBSIDIARIES AND JOINT VENTURE COMPANIES

Subsidiaries

As on the date of reporting, your Company has three wholly owned subsidiaries namely M/s. Nilachal Iron & Power Limited, M/s. Jai Balaji Steels (Purulia) Limited & M/s. Jai Balaji Energy (Purulia) Limited.

4 Nilachal Iron & Power Limited

A Wholly Owned Subsidiary of your Company since 26th October, 2007, having its manufacturing plant located at Kandra near Jamshedpur, Jharkhand. Currently, it manufactures sponge iron, and work on increasing its capacity by 60,000 tonnes per annum has been initiated. During the year under review, the Company has achieved total revenue of Rs. 3600.42 lacs as against Rs. 394.39 lacs in the previous year. The net Loss for the year 2014-15 stood at Rs.1,918.24 lacs as against loss after tax of Rs. 1,423.02 in the previous year.

4 Jai Balaji Steels (Purulia) Limited

A Wholly Owned Subsidiary of your Company since 1st November, 2010. It did not commence commercial production as on the date of reporting.

4 Jai Balaji Energy (Purulia) Limited

A Wholly Owned Subsidiary of your Company since 1st November, 2010. It did not commence commercial production as on the date of reporting.

Joint Ventures

Your Company continues to have two joint venture companies namely, M/s. Andal East Coal Company Private Limited and M/s. Rohne Coal Company Private Limited.

4 Andal East Coal Company Private Limited

'Andal East Coal Company Private Limited' was formed in 2009-10, in which your Company along with M/s. Bhushan Steel Limited and M/s. Rashmi Cement

Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Andal Non-Coking Coal Block in the State of West Bengal by Ministry of Coal, Government of India.

4 Rohne Coal Company Private Limited

'Rohne Coal Company Private Limited' was formed in 2008-09, in which your Company along with M/s. JSW Steel Limited & M/s. Bhushan Power & Steel Limited are venture partners. The said Joint Venture Company was formed in terms of allocation of Rohne-Coking Coal Block in the State of Jharkhand by Ministry of Coal

The Anuual accounts of the subsidiary and other related detailed information will be kept at the Registered office of the Company and also at the Registered Office of the subsidiary company and will be available to the investors seeking information at any time during the working hours of the company except Saturday. Further as per section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the company and audited accounts of each of the subsidiaries are available at our website viz., www.jaibalajigroup.com

None of the Companies have become or ceased to be the Subsidiaries, Joint Ventures and Associate Company during the year under review.

Consolidated Financial Statements

In accordance with the applicable provisions of the Companies Act, 2013 and in terms of Clause 32 of the Listing Agreement with the Stock Exchanges, the duly audited Consolidated Financial Statement, confirming to Accounting Standard 21 and 27 issued by the Institute of Chartered Accountants of India, are attached as a part of this Annual Report.

However, while consolidating the accounts of your Company with its Subsidiaries and Joint Ventures, the principle of proportionate consolidation of assets and liabilities to the extent of Company's Interest in one of the Joint Venture Company viz. Andal East Coal Company Private Limited has not been followed as per Accounting Standard 27. Sufficient disclosure in this regard has been made in the Financial Statements which forms part of this Annual Report.

A separate statement containing silent features of the financial statement of the Subsidiaries and Joint Ventures is appended to the financial statement as Annexure "A" of the Company in form "AOC 1" pursuant to Section 129(3) of the Companies Act, 2013 and rules made therein.

DIRECTORS/KEY MANAGERIAL PERSONNEL

Appointment and/or re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri Gourav Jajodia (DIN : 00028560) and Shri Sanjiv Jajodia (DIN : 00036339), retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

During the year under review, the Board of Directors of your Company at its meeting held on 12th August, 2014, based on the recommendation of the Nomination and Remuneration Committee, has appointed Shri Chandra Kant Bhartia (DIN : 00192694), as an Additional Director (Category:

Independent) and the shareholders in their Annual General Meeting held on 27th September, 2014 has approved his appointment as Indeperdent Director of the company, not liable to retirement by rotation, to hold office upto the date of the said Annual General Meeting till 31st March, 2019. The shareholders in the said Annual General Meeting also approved the appointment of Shri Amit Kumar Majumdar

(DIN : 00194123) and Shri Shailendra Kumar Tamotia

(DIN : 01419527) as an Independent Director of the Company under the Companies Act, 2013, not liable to retirement by rotation, to hold office from the date of the said Annual General Meeting till 31st March, 2019.

Pursuant to Section 149 of the Companies Act, 2013 and clause 49(II)(A) of the Listing Agreement with the Stock Exchange read with SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014, the Company has appointed Ms. Puja Sharma (DIN : 06852209) as Additional Director (Category: Non-Executive Independent Woman Director) w.e.f 31st March, 2015. However, she tendered her resignation w.e.f. 11th April, 2015. Further, the Board have appointed Ms. Swati Agarwal, Ms. Seema Choudhary and Ms. Rakhi Jain as Additional Directors (Category: Non-Executive Independent Directors) w.e.f. 17th April, 2015.

Shri Shyam Bahadur Singh (DIN: 01928407) has tendered his resignation from the Executive Directorhsip of the Company w.e.f. 14th August, 2015 and Shri Amit Kumar Majumdar (DIN : 00194123) an Independent Director of the Company has consented to act as an Executive director w.e.f. 14th August, 2015.

Your Directors recommend the appointment of Ms. Swati Agarwal, Ms. Seema Choudhary and Ms. Rakhi Jain as Independent Directors of the Company not liable to retire by rotation to hold office for a term of 5 (Five) years from their date of appointment. Your directors also recommend the appointment of Shri Amit Kumar Majumdar as an Executive Director w.e.f. 14th August, 2015

A brief resume of the Directors seeking appointment/re-appointment at the ensuing Annual General Meeting is incorporated in the Notice calling the said meeting.

Key Managerial Personnel (KMP)

The Board of Directors of your Company, at its meeting held on 29th May, 2014, has designated Shri Aditya Jajodia, Chairman & Managing Director, Shri Sanjiv Jajodia, Chief Financial Officer and Shri Ajay Kumar Tantia, Company Secretary as KMP w.e.f. the said date.

Statement of declaration given by independent directors

All the Independent Directors fulfil the criteria of independence in terms of section 149 of the Companies Act, 2013 and clause 49(II)(B) of the Listing Agreement and have filed their consent and other relevant declarations under Sections 149 and 164 of the Companies Act, 2013 and rules made there under as well as the Listing Agreement.

A Formal Letter setting out the terms and conditions of appointment has been issued to all the Independent Directors as per the provisions of Companies Act, 2013 and clause 49(II)(B) of the amended Listing Agreement with the Stock Exchanges. The same has been hosted on the Company's website and is available on the weblink www.jaibalajigroup.com/directors-appointment- reappointment-resignation.html.

Performance evaluation

Pursuant to Clause 49 of the Listing Agreement, a formal evaluation was carried out by the Board of its own performance and that of its committees as well as individual directors, during the year under review.

The evaluation of the Boards own performance covered various aspects such as its composition in compliance with the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, frequency of meetings held during the year and matters taken up thereat, ability of the Board to take uniform decisions for the betterment of your Company taking into consideration the individual views of all the Directors comprising it, its wisdom and judgement to help the Company prosper etc.

The Board also evaluated the performance of all its Committees which are formed for better governance and accountability and to deal with specific areas/concerns within the terms of reference of the respective committees that need a closer view.

A separate exercise was carried out to evaluate the performance of individual directors, including independent directors taking into consideration various aspects such as attendance and level of participation of the individual directors at the meetings of the Board and committees thereof and the general meetings, contribution in long term strategic planning, professional conduct and independence, level of commitment etc.

The Directors expressed their satisfaction over the evaluation process and results thereof.

MEETINGS OF THE BOARD HELD DURING THE YEAR

During the financial year 2014-15, 4 (Four) meetings of the Board were held viz., 29th May, 2014; 12th August, 2014; 13th November, 2014 and 13th February, 2015. The maximum time gap between two consecutive Board Meetings did not exceed 4 (Four) months and the necessary quorum were present at all the meetings.

Further, 2 (Two) resolutions were passed by circulation on 30th September, 2014 and 31st March, 2015 in terms of Section 175 of the Companies Act, 2013, by obtaining the consent of majority of Directors of your Company.

The number of Board meetings attended by each Director during the financial year 2014-15 has been provided in the Corporate Governance Section annexed to this report.

BOARD COMMITTEES

As a matter of good governance and better accountability and to deal with specific areas/concerns that need a closer view, various board level committees have been constituted under formal approval of the Board. The Board periodically evaluates the performance of all the Committees. All observations, recommendations and decisions of the Committees are placed before the Board for consideration and approval.

Audit Committee

The Board has a qualified and independent Audit Committee acting as a link between the Management, the Statutory Auditor and Internal Auditor, the Cost Auditor and the Board of Directors.

Shri Chandra Kant Bhartia has been inducted as a member of the Audit Committee w.e.f. 12th August, 2014. Ms. Swati Agarwal has been inducted as a member of the committee  w.e.f. 5th August, 2015.

The Board of Directors of the company has reconstituted the Audit Committee w.e.f. 14th August, 2015. Shri Amit Kumar Majumdar and Shri Shyam Bahadur Singh have ceased to be the members of the Committee and Shri Chandra Kant Bhartia has been designated as the Chairman of the Committee w.e.f. the said date.

Shri Ajay Kumar Tantia, Company Secretary acts as the Secretary to the Committee. Shri Ajay Kumar Tantia and Shri Sanjiv Jajodia, the Chief Financial Officer attended all the committee meetings. All the Members of the Committee are financially literate and have insight to interpret and understand financial statements.

Other Committee

The details of other Board level Committees, including the compositions, terms of reference and the number of meetings of respective committees attended by each Committee Member during the financial year 2014-15 has been provided in the Corporate Governance Section forming part of this report.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration policy duly adopted and approved by the Board at its meeting  held on 29th May, 2014, in terms of Section 178 of the  Companies Act, 2013, setting out the terms and conditions for appointment and payment of remuneration to the Directors and Key Managerial Personnel (KMP) and other senior management personnel including criteria for determining qualifications, positive attributes, independence of a director as per Schedule IV to the Companies Act, 2013. The said policy has been made available on the website of the Company www.jaibalajigroup.com under the weblink www. jaibajaigroup.com/nomination-remuneration-policy.pdf. Further the policy is also attached as Annexure ''B'' with this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the last few decades, the concept of Corporate Social Responsibility (CSR) has evolved from simple philanthropic activities to integrating the interest of the business with that of the communities in which it operates. Your Company believes that by exhibiting socially, environmentally and ethically responsible behaviour in governance of its operations, the business can generate value and long term sustainability for itself while making positive contribution for the betterment of the society. Your Company seeks to establish its organizational and environmental objectives and action plans each year and put them into practice thereby fulfilling its corporate responsibilities towards the society and environment by responding to the social needs as well as by implementation of on-going environmental improvements and promoting resource recycling.

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a CSR Committee and has simultaneously approved and adopted a CSR policy based on the recommendations of the CSR Committee. The said policy is available on the website of your Company under the weblink http//www.jaibalajigroup.com/corporate-social- responsibility-policy/pdf

Further, as per the requirement of Section 135 of the Companies Act, 2013, the companies specified therein are required to spend at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities.

Your Company has incurred losses during the immediately preceding three financial years, hence, the said requirement of spending least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities was not applicable to your Company for the current financial year i.e. 2014-15.

VIGIL MECHANISM

In compliance with Section 177(9) of the Companies Act, 2013 and rules made there under read with the Listing Agreement as amended the Board of Directors at their meeting held on 29th May, 2014, has approved and adopted a Whistle Blower Policy for Directors and Employees to report their genuine concerns or grievances against any wrong doing in your Company as well as provide them adequate safeguards against victimisation. The employees and directors shall report to the Audit Committee/Chairman of Audit Committee instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy including:

a) Manipulation of the data/records of the Company

b) Misuse of company's properties, assets and resources

c) Abuse of authority

d) Leaking confidential information of the Company

e) Violation of the Company's code of conduct or any rules/regulations/laws

f) Forgery/fraud/corruption/bribery

g) Physical/emotional violence

h) Any other matter that might cause financial/non-financial loss to the director/employee of the Company or might impact their goodwill

The said policy has also been made available on the website of the Company viz.,www.jaibalajigroup.com <http://www.jaibalajigroup.com> under the weblink

PREFERENTIAL ISSUE

The Board of Director of your Company, had during the financial year i.e. 2013-14 allotted 1,00,00,000 warrants on private placement basis to two promoter group companies viz. M/s. Hari Management Limited (81,00,000 warrants) and M/s. Enfield Suppliers Limited (19,00,000 warrants) at an issue price of Rs. 50/- each. Each warrant was convertible into one fully paid-up equity share each ranking pari-passu in all respects, including as to dividend, with the existing equity shares of the Company, within a period of 18 months from the date of allotment, in one or more tranches, at a conversion price of Rs. 50/- per equity share (including premium of Rs. 40/- per share).

Subsequently, the Board of Directors at its meeting held on 5th August, 2013, had converted the 3,495,000 warrants, by way of allotment of 3,495,000 equity shares at a conversion price of Rs. 50/- per equity share (including a premium of Rs. 40/- per share), being 19,00,000 equity shares to M/s. Enfield Suppliers Limited and 15,95,000 equity shares to M/s. Hari Management Limited, pursuant to the application letters received from the respective allottees. Further, during the year under reporting, the Board of Directors of your Company at its meeting held on 29th May, 2014, has converted the remaining 65,05,000 warrants by way of allotment of 65,05,000 equity shares at a conversion price of Rs. 50/- per equity share (including a premium of Rs. 40/- per share) to M/s. Hari Management Limited, pursuant to the application letter received from the allottee.

Consequent to the full conversion of warrants, the paid-up equity share capital of your Company stands at Rs. 73,78,14,860 divided into 7,37,81,486 equity shares of Rs. 10/- each.

The listing and trading approval in respect of the aforesaid equity shares has been granted to your Company by all the Stock Exchanges where shares of the Company are listed.

Your Company has also received confirmation of dematerialisation and admission in NSDL and CDSL of the aforesaid equity shares.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(3) and 134(5) of the Companies Act, 2013, your Directors hereby confirm that:

i) In the preparation of annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper  explanation relating to material departures;

ii) We 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, 2015 and of the loss of the Company for the year ended on that date;

iii) We 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 annual accounts for the financial year ended 31st March, 2015, have been prepared on a going concern basis;

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

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

PARTICULATS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The contracts/arrangements/transactions entered into by the Company with the related parties during the financial year under reporting were in ordinary course of business and were negotiated on an arms length basis with the intention to further the Company's interest. No material Contracts or arrangement with related parties were entered into during the year under review. Accordingly, no transactions are being reported in Form No. AOC - 2 in terms of section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules,  2014.

The Company also has in place a policy on materiality of related party transactions and on dealing with such transactions, duly approval and adopted by the Board. The same has been hosted on the Company's website viz., www.jaibalajigroup.com under the weblink www. jaibalajigroup.com/related-party-policy_jbg.pdf

RISK MANAGEMENT

Reviewing risks and devising mechanisms to evaluate and  address them has always been one of the integral part of your Company's business. Your Company's business is exposed to various risks that includes strategic and operational risks, environmental risks, regulatory risks etc. Risk Management is an attempt to identify potential risks and devise necessary steps to mitigate them. Your Company endeavors to develop appropriate risks mitigation measures so as to address the threats posed by the business environment which affects or might affect its growth. In identifying the risks, the likelihood of its occurrence and possible magnitude of its impact on the Company's operations and financial position is taken into consideration.

Considering the fact, the Board of Directors of your Company at its meeting held on 29th May, 2014, has approved and adopted a Risk Management Policy of the Company. The policy contains a detailed framework of risk assessment by evaluating the probable threats taking into consideration the business line of the Company, monitoring the risks so assessed and managing them well within time so as to avoid hindrance in its growth objectives that might in any way threaten the existence of your Company. The said policy is also available on the website of the Company i.e.www.jaibalajigroup.com under the weblink www.jaibalajigroup.com/risk- management-policy.pdf.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

Your Company has laid down an adequate Internal Control System, commensurate with the size, scale and complexity of its operations to ensure orderly and efficient conduct of its business including adherence to corporate policies, safeguarding of assets, prevention of frauds and errors, accuracy and completeness of accounting records and preparation of reliable financial information. Internal Control is a part of day to day management and administration of your Company. The Internal Audit functions serve to provide independent and objective assurance on the adequacy and effectiveness of the organisation's risk management, control and governance processes and assesses opportunities for improvement in business processes, systems and controls and provides recommendations designed to add value to the organisation and follows up on the implementation of the agreed audit recommendations.

The Audit Committee of your Company comprises of eminent professionals who are well versed with the financial management. The Audit Committee of your Company comprises of eminent prefessionals who are well versed with the financial management. Pursuant to the provisions of Section 138 of the Act read with Rule 13 of 'The Companies (Accounts) Rules 2014' M/s. Namita Kedia and Associates are appointed as the Internal Auditor of the Company who also evaluates the functioning and quality of internal controls and reports its adequacy and effectiveness through periodic reporting. The Internal Auditor submits detailed reports periodically to the management and the Audit Committee.

The Audit Committee actively reviews the adequacy and effectiveness of the internal audit functions of your Company and monitors the implementation of the same. The Committee also calls for comments of the internal auditors about the Company's internal controls, scope of audit as and when required which gives them an additional insight on the assessment of such controls. Such adequate internal control system helps in identification of potential operation processes.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. S. K. Agrawal & Co., Chartered Accountants, who were appointed as Auditors of your Company in the last Annual General Meeting held on 27th September, 2014 retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your Company has received a confirmation from M/s. S. K. Agrawal & Co., Chartered Accountants that their re-appointment, if made, will be within the criteria provided under Sections 139 and 141 of the Companies Act 2013. The Audit Committee and the Board of Directors of your Company recommend the appointment of M/s. S. K. Agrawal & Co., Chartered Accountants, as the Auditors of your Company to hold office for a term of 5 (five) years from the conclusion of the ensuing Annual General meeting until the conclusion of the next Annual General Meeting on such remuneration as may be fixed subsequently by the Board of Directors.

The Auditor's Report to the shareholders for the year under review doesnot contain any qualification, reservation, adverse remark or disclaimer except for the delay in payment of statutory dues and others which was due to financial constraints being faced by the company. The observations made in the Auditors' Report read with Notes to Accounts are self-explanatory and therefore, do not call for any further elucidation.

Cost Auditors

The Board of Directors has appointed M/s. Mondal & Associates, Proprietor Mr. Amiya Mondal as the Cost Auditor of your Company in accordance with the provisions of Sections 141 and 148 of the Companies Act, 2013 read with the Companies (cost records and audit) Rules, 2014 and amendments thereof, from time to time, to carry out audit of cost records of the Company for the financial year 2015-16 at a consolidated remuneration of Rs. 1,20,000/- (excluding applicable taxes) which shall be subject to ratification by the Members at the ensuing Annual General Meeting of your Company.

Your Company has filed the Cost Audit Report for the financial year 2013-14 with the Registrar of Companies, Ministry of  Corporate Affairs in the prescribed form during the year under review.

Internal Auditor

Your Company has appointed M/s. Namita Kedia & Associates as the Internal Auditor of the Company for the Financial Year 2015-16 in compliance with Section 138 of the Companies Act, 2013 and rules made thereunder to conduct the internal audit of the functions and activities of the Companies. The internal audit report is tabled periodically at the meeting of the Audit Committee for review and approval.

Secretarial Auditor and Audit

In compliance with the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company, at its meeting held on 29th May, 2014, had appointed Shri Sandip Kumar Kejriwal, Practising Company Secretary, as the Secretarial Auditor of your Company to conduct the Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report furnished by Shri Sandip Kumar Kejriwal forms part of this report as Annexure "C".

The Auditor's Report to the shareholders for the year under review does not contain any qualification, reservation, adverse remark or disclaimer except for the delay in payment of statutory dues which was due to the financial constraints being faced by the company and non filling of some forms which due to the financial constraints faced by the company along with the ongoing legal issues was not filed due to inadvertencies. The observation mde in the Auditor's Report are self explanatory and therefore, do not call for any further elucidation.

EXTRACT OF ANNUAL RETURN

An Extract of the Annual Return of the Company in form MGT-9 pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules 2014 is annexed hereto and forms part of this report as Annexure "D".

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments as on the financial year ended 31st March, 2015 as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

DEPOSITS

During the year under review, your Company has not accepted any deposits from the public. Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on 31st March, 2015. Subsequently, no default has been made in repayment of deposits or payment of interest thereon during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status and the future operations of the Company during the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company has transferred a sum of Rs. 51,275/- to the Investor Education & Protection Fund (IEPF) of the Central Government, the dividend amount pertaining to the financial year 2006-07, which was due & payable and remained unclaimed and unpaid for a period of 7 (Seven) years, as provided under Section 205A and 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company has always strived to maintain highest ethical standards and practice sound Corporate Governance. The Board of Directors of your Company strive to take necessary actions to optimize value for various stakeholders and meet their expectations.

Your Company is in compliance with clause 49 of the Listing Agreement with the Stock Exchanges. A Separate Section on Corporate Governance and a certificate from the Auditors of your Company regarding compliance with the requirements of Corporate Governance as stipulated under the said clause and Management Discussion and Analysis are annexed to this report.

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

The relevant information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure "E" forming part of this Annual Report.

PARTICULARS OF EMPLOYEES AND OTHER RELATED  DISCLOSURES

The details pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of  Managerial Personnel) Rules, 2014 is attached to this report as Annexure "F".

Your Company does not have any employee whose particulars are required to be furnished under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has adopted policy on prevention of Sexual Harassment of Women at Work place in accordance with the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the company has not received any complaints pertaining to Sexual Harassment.

LISTING

The Equity Shares of your Company continue to be listed on National Stock Exchange of India Limited (NSE), BSE Limited (BSE) and the Calcutta Stock Exchange Limited (CSE). Both NSE and BSE have nationwide terminals which enable the shareholders/investors to trade in the shares of your company from any part of the country without any difficulty. Your Company will be paying the annual listing fees for the year 2015-16 to the above mentioned Stock Exchanges shortly.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their sincere gratitude to its customers, dealers, suppliers, investors, members, financial institutions/ banks, Central Government, State Government, all regulatory and government authorities and all other business associates for their continued support and co-operation extended by them to the Company.

Your Directors express deep appreciation for the excellent contribution of its employees, workers, staff and executives of the Company by means of their sincere and dedicated hard work during the year under review which has been instrumental to the growth of your Company.

On behalf of the Board of Directors

Aditya Jajodia

Chairman & Managing Director

(DIN : 00045114)

Date: 14th August, 2015

place: Kolkata