Carnation Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting the (40^th) Annual Report of your Company Carnation Industries Limited with the Audited Financial Statements along with Auditor''s Report for the year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE

(In Lakhs)
Particulars	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from Operations	-	-
Other Income	233.84	-
Total Revenue	233.84	-
Expenses for the period	84.62	47.15
Profit/(Loss) before tax from continuing operations	149.21	(47.15)
Current Income Tax for the period
Deferred Tax	6.77	2.15
Profit/(Loss) for the period	142.44	(49.30)

2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANY’S AFFAIRS:

Carnation Industries Limited entered into the Corporate Insolvency Resolution Process (CIRP) under India''s Insolvency and Bankruptcy Code (IBC) following a petition filed by an operational creditor, Lal Behan Singh, under Section 9. The National Company Law Tribunal (NCLT), Kolkata Bench, admitted the case on September 12, 2023, and imposed a moratorium while appointing Mr. Anubrata Gangoly as the Interim Resolution Professional (IRP). A public announcement was made on September 15, 2023, inviting claims from creditors, which were accepted until around September 26, 2023. After verification of claims, the Committee of Creditors (CoC) was formed, and the IRP was later confirmed as the Resolution Professional (RP) on November 18, 2023.

As the resolution process advanced, a resolution plan was submitted by Mr. Vikas Garg, the successful resolution applicant, on April 13, 2024. He received the Letter of Intent on April 25, 2024, after securing CoC approval. The NCLT approved the resolution plan on June 5, 2024. A major part of the approved plan involved equity restructuring, where all existing equity shares were cancelled. On November 14, 2024, new shares were issued, with 90% allocated to the new promoter and 10% reserved for existing public shareholders, as part of the revival strategy.

Overall, Carnation Industries'' insolvency process followed the prescribed IBC framework closely-ranging from creditor admission to resolution plan execution. The timely submission, evaluation, and approval of the resolution plan highlight procedural efficiency, and the equity restructuring indicates a concrete effort to revive and relaunch the company''s operations under new management. The focus now lies on successfully implementing the plan and restoring business sustainability.

The Board of Directors has carefully reviewed the financial position of the Company following the successful completion of the Corporate Insolvency Resolution Process (CIRP).

The Company has emerged from the resolution process with a restructured financial position and a clear path to profitability. Based on the current financial performance, the successful implementation of the approved resolution plan, and available liquidity, the Board is confident that the Company will continue as a going concern for the foreseeable future, including the next 12 months and beyond. The Company has taken all necessary steps to address its previous financial challenges, and there are no material uncertainties that would cast significant doubt upon its ability to continue operations. The management is committed to executing the business plan and delivering long-term value to shareholders, employees, and other stakeholders.

The management is scouting for appropriate business opportunity and once it is available the management would commence the same. The company is expected to start business during the next year. The status of the Company is going concern.

Further, with change in control of your Company, we are optimistic towards the future growth prospects and operation of the Company.

3. DIVIDEND

The Board of Directors of the Company has decided not to recommend any dividend for the financial year under consideration. However, In accordance with the applicable regulatory requirements, unclaimed dividend account has a balance of Rs. 1.42 Lakhs which the company is required to transfer to Investor Education and Protection Fund (IEPF), the same is under process.

4. TRANSFER TO GENERAL RESERVES

The Company has not transferred any sum to the General Reserves Account during the reporting period.

5. CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business during the financial year 2024-25. However, recently the management proposed to diversify its operations into the business of manufacturing, processing, bottling, trading, importing, exporting, and dealing in all kinds of alcoholic and non-alcoholic beverages, including but not limited to wines, beer, whisky, gin, rum, brandy, Indian Made Foreign Liquor (IMFL), and other spirits, as well as aerated waters, mineral water, soda, juices, energy drinks, and similar products .

To give effect to the proposed diversification, amendment in Object Clause of Memorandum of Association has been included in the Notice of 40TH AGM for approval of members

6. CHANGES IN THE CORPORATE OFFICE ADDRESS

Carnation Industries Limited changed its corporate office address from Kolkata to Delhi effective November 18, 2024; the new address is G-2, 34/1 Vikas House, East Punjabi Bagh, Delhi - 110026.

7. MATERIAL CHANGES AND COMMITMENTS

On April 12, 2025, Carnation Industries Limited entered into a Share Purchase Agreement (SPA) to acquire 100% equity shares of Oniv Beverages Private Limited from its existing shareholders. The total consideration for the acquisition is not to exceed ?5.00 crores, which will be settled entirely through the issuance and allotment of new equity shares of Carnation Industries in exchange for the equity of Oniv Beverages. This strategic, all-stock transaction allows Carnation to diversify into the fast-growing alcoholic and non-alcoholic beverage industry without incurring immediate cash outflow. Oniv Beverages, engaged in the manufacture and sale of wine and related products, reported a turnover of approximately ?16.91 crores for the financial year ended March 31, 2024, showing substantial growth over the previous two years. The acquisition is subject to customary closing conditions, including regulatory and shareholder approvals, and is expected to be completed in the first half of FY 2025-26.

8. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2024-25. The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of the Annual report.

9. PUBLIC DEPOSITS

Our Company has not accepted any deposits during the year under review within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and any amendment thereof.

10. AUDITORS

a) STATUTORY AUDITOR

Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame thereunder M/s. JAIN SARAOGI AND CO, Chartered Accountants, (Firm Registration Number: 305004E) has been appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of 39th Annual General Meeting held in 2022 till the conclusion of 42^nd Annual General Meeting of the Company to be held in 2027, at such remuneration plus applicable taxes, and out of pocket expenses, as may be determined in consultation with the Auditors and duly approved by the members of the Company.

Auditor''s Report

The Auditor''s Report for financial year ended March 31,2025, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors'' Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year under review. The Auditor''s report is enclosed with the financial statements in this Auditor''s Report.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Avinash K & Co. (M. No.- F 12480, COP No.- 18318), Practicing Company Secretaries, a peer reviewed Practicing Company Secretaries firm, as Secretarial Auditor of the Company to undertake the secretarial audit of the Company for the Financial Year 2025-2026.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2025 in the format prescribed (Form MR-3) as provided by M/s Avinash K & Co. the Company Secretary in Practice has been annexed to the Report. (Annexure-I)

c) INTERNAL AUDITOR

The Company has appointed M/s Jha Gunjan & Associates (FRN- 029506N, COP -529511), Practicing Chartered Accountants as an Internal Auditor of the Company for the F.Y. 2024-25 as per the requirements of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

11. SHARE CAPITAL

The Authorized share capital of your Company as on March 31,2025 is Rs. 7,00,00,000 (Rupees Seven crores only) comprising of 70,00,000 (Seventy lakh) Equity Shares of Rs.10/- (Rupees Ten Only) each.

The Paid-up Share Capital of the Company as on March 31, 2025 stands at is Rs.3,45,71,600 /- (Rupees Three Crores Firty Five Lakh Seventy-One Thousand Six Hundred Only) comprising of 34,57,160 Equity Shares of Rs.10/-each (Rupees Ten Only) each.

During the year under review, there was no change in the capital structure of the Company.

A. Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule (4) of the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of sweat equity shares the Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

C. Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

D. Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

12. EXTRACT OF THE ANNUAL RETURN

The Ministry of Corporate Affairs vide Notification dated 05.03.2021 (effective from same date) has Made Amendment in Rule 12 of Companies (Management and Administration), Rules, 2014, Omitting Requirement of Attaching MGT - 9 - Extract of Annual Report in the Board Report, Hence the Form MGT-9 doesn''t form part of this Board Report.

The copy of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-7 is available on the website of the Company at www.Carnation.org.in

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipment''s;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:-

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

14. BUSINESS RESPONSIBILITY REPORT

As per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015, top Thousand (1000) listed entities based on market capitalization shall contain the Business Responsibility Report in their Annual Report. As the Company does not fall under top 1000 listed Companies based on market capitalization, therefore, this regulation is not applicable to the Company.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management''s Discussion and Analysis Report (MDAR) is set out in the Annual Report.(Annexure II)

16. POLICIES

Company has the following policies:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Above Policies along with the other policies which are applicable on the website of the Company at www.Carnation.org.in

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED

During the financial year 2024-25, the Hon''ble National Company Law Tribunal (NCLT), Kolkata Bench (Court II), vide its order dated June 5, 2024, approved the Resolution Plan submitted by Mr. Vikas Garg (the "Successful Resolution Applicant") under Section 31 of the Insolvency and Bankruptcy Code, 2016 ("IBC"), in relation to the Corporate Insolvency Resolution Process (CIRP) of Carnation Industries Limited.

The approval marked a significant milestone in the company''s restructuring process, following its admission into CIRP on September 12, 2023, under Section 9 of the IBC. Pursuant to the terms of the approved Resolution Plan, the entire existing equity share capital of the Company stood cancelled in full. As part of the capital restructuring and revival strategy, fresh equity shares representing approximately 90% of the total paid-up capital were allotted to the Successful Resolution Applicant, thereby providing him controlling interest and operational responsibility for the Company''s turnaround.

In accordance with the Resolution Plan and as a measure of fairness towards retail shareholders, the remaining 10% of the reconstituted paid-up equity share capital was allocated to existing public shareholders on a pro-rata basis, relative to their shareholding as of the record date, which was fixed as November 14, 2024.

This restructuring not only facilitated the transfer of management to the new promoter but also enabled the Company to exit CIRP while preserving a fraction of ownership for its original retail investors, aligning with the objectives of value maximization and stakeholder inclusivity envisioned under the IBC framework.

18. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section 135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs.500 Crore) or more; or Turnover of Rupees One Thousand Crore (Rs.1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs.5 Crore) or more during the immediately preceding financial year, is required to constitute a Corporate Social Responsibility Committee ("CSR Committee") of the Board. But this provision is not applicable to your company; as during the immediately preceding financial year, company has not reached any of the limits limit.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013 along with the provisions of SEBI (LODR) Regulations 2015. . As on March 31, 2025, the composition of the Board of Directors of your Company is as follows:

S.No.	Name of Director	DIN	Designation	Date of Appointment
1	BHAWNA GUPTA	10101543	Director	05-06-2024
2	POONAM DHINGRA	09524982	Independent Director	05-06-2024

3	MANSI GUPTA		09271995	Independent Director		05-06-2024
4	SONY KUMARI		09270483	Independent Director		05-06-2024
5	ANAMIKA GUPTA		-	Chief Financial Officer		18-11-2024
6	PARUL RAI		-	Company Secretary		18-11-2024
During the year under review Appointment/Resignation of Directors are as follows:
S. No.	Name of the Director	Designation			Appointment Resignation		Date
1.	Bhawna Gupta	Director			Appointment		05-06-2024
2.	Poonam Dhingra	Non-executive Independent Director			Appointment		05-06-2024
3.	Mansi Gupta	Non-executive Independent Director			Appointment		05-06-2024
4.	Sony Kumari	Non-executive Independent Director			Appointment		05-06-2024
6	Ravindra Prakash Sehgal	Managing Director			Resignation		05-06-2024
7	Subir Chatterjee	Director			Resignation		05-06-2024
8	Sephali Roy	Director			Resignation		05-06-2024
9	Arun Kumar Bose	Director			Resignation		05-06-2024

A. Company Secretary & Compliance Officer

1. Mrs. Parul Rai was appointed as the Company Secretary and Compliance Officer of the Company with effect from November 18, 2024, during the financial year under review.

2. Mr. Sanjay Agarwal tendered his resignation from the position of Company Secretary and Compliance

Officer, which became effective on May 29, 2023.

3. Ms. Anamika Gupta was appointed as the Chief Financial Officer of the Company with effect from November 18, 2024.

B. Changes Subsequent to the Close of the Financial Year

1. Ms. Anamika Gupta has resigned from the position of Chief Financial Officer of the Company with effect from July 07, 2025.

2. The Board of Directors has appointed Mr. Bhartendu Pratihasta as the Chief Financial Officer and designated him as a Key Managerial Personnel of the Company with effect from July 07, 2025.

20. DECLARATION BY THE INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and Listing Regulations.

21. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non - Independent Directors was carried out by the Independent Directors. The board also carried out an annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process. The Board of Directors reviewed all the laws applicable to the company, prepared by the company and taking steps to rectify instances of non-compliances. (Annexure MI)

22. NUMBER OF MEETINGS OF THE BOARD

During the year, four (04) Board Meetings were convened by the Board of Directors as on 18.11.2024, 05.12.2024 and 30.01.2025. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Adequate Quorum was present in all the meetings as required by law.

	Date of Meeting			Mrs. Bhawna Gupta		Mrs. Poonam Dhingra			Mrs. Mansi Gupta		Mrs. Sony Kumari
	20.08.2024			Yes		Yes			Yes		Yes
	18.11.2024			Yes		Yes			Yes		Yes
	05.12.2024			Yes		Yes			Yes		Yes
	30.01.2025			Yes		Yes			Yes		Yes
23.	Note: The Company was undergoing a transition phase during the implementation of the approved Resolution Plan. As a result, the newly inducted management required a reasonable period of time to familiarize themselves with the operations, streamline processes, and put in place the necessary systems and controls to ensure smooth functioning of the Company in line with the objectives of the Resolution Plan. COMMITTEES AND THEIR MEETINGS A. Audit Committee The Company has an Audit Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Composition of Audit Committee as on 31.03.2025
		S. NO.	NAME OF THE MEMBER			DESIGNATION		CATEGORY
		1.	Mansi Gupta			Chairperson		Non- Executive Independent Director
		2.	Poonam Dhingra			Member		Non- Executive Independent Director
		3.	Bhawna Gupta			Member		Executive Director
The terms of reference of the Audit Committee inter alia include overseeing the financial reporting process, reviewing the financial statements and recommending the appointment of Auditors. All the recommendations made by Audit Committee were accepted. During the year four (04) Audit Committee Meetings were held.
		Date of Meeting			Mansi Gupta		Poonam Dhingra			Bhawna Gupta
		20.08.2024			YES		YES			YES
		18.11.2024			YES		YES			YES
		05.12.2024			YES		YES			YES
		30.01.2025			YES		YES			YES

Note: The Company was undergoing a transition phase during the implementation of the approved Resolution Plan. As a result, the newly inducted management required a reasonable period of time to familiarize themselves with the operations, streamline processes, and put in place the necessary systems and controls to ensure smooth functioning of the Company in line with the objectives of the Resolution Plan.

B. Nomination and Remuneration Committee

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee''s scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation etc.

Composition of Nomination and Remuneration Committee as on 31.03.2025
S. NO.	NAME OF THE MEMBER	DESIGNATION	CATEGORY
1.	Poonam Dhingra	Chairperson	Non- Executive Independent Director
2.	Mansi Gupta	Member	Non- Executive Independent Director
3.	Sony Kumari	Member	Non- Executive Independent Director
During the year one Nomination and Remuneration Committee Meetings were held.

Date of Meeting	Poonam Dhingra	Mansi Gupta	Sony Kumari
18.11.2024	YES	YES	YES

Note: The Company was undergoing a transition phase during the implementation of the approved Resolution Plan. As a result, the newly inducted management required a reasonable period of time to familiarize themselves with the operations, streamline processes, and put in place the necessary systems and controls to ensure smooth functioning of the Company in line with the objectives of the Resolution Plan.

C. Stakeholders Relationship Committee

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

Composition of Stakeholder Relationship Committee as on 31.03.2025
S. NO.	NAME OF THE MEMBER	DESIGNATION	CATEGORY
1.	Mrs. Poonam Dhingra	Chairperson	Non- Executive Independent Director
2.	Mrs. Mansi Gupta	Member	Non- Executive Independent Director
3.	Mrs. Bhawna Gupta	Member	Executive Director

The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.

During the year one meeting of Stakeholders Relationship Committee Meetings were held.

Date of Meeting	Poonam Dhingra	Mansi Gupta	Bhawna Gupta
30.01.2025	YES	YES	YES

Note: The Company was undergoing a transition phase during the implementation of the approved Resolution Plan. As a result, the newly inducted management required a reasonable period of time to familiarize themselves with the operations, streamline processes, and put in place the necessary systems and controls to ensure smooth functioning of the Company in line with the objectives of the Resolution Plan.

Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees

The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes in honesty, integrity, ethics, transparency and good conduct in its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically

24. DETAILS OF SUBSIDIARY/JOINT VENTURE/ ASSOCIATE COMPANIES

Following the closure of the financial year 2024-25, the Company entered into a Share Purchase Agreement ("SPA") on April 12, 2025, to acquire 100% equity in Oniv Beverages Private Limited from its existing shareholders. The total consideration, not exceeding INR 5.00 crores, will be settled through the issuance/allotment of the Company''s equity shares in exchange for the equity shares of Oniv Beverages Private Limited.

25. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has no subsidiaries, Joint Venture Companies so there is no requirement of description of the performance of Subsidiaries and Joint Venture Companies.

26. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement and same is provided in this Annual Report.

27. PARTICULARS OF CONTRACTS OR ARRANGMENTS WITH RELATED PARTIES

During the year under review, the Company has not entered into contracts and arrangements with related parties and, in this regard AOC-2 is attached as (Annexure-IV).

28. CORPORATE GOVERNANCE CERTIFICATE

In terms of Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance as specified in Para C, D and E of Schedule V of the said Regulations are not applicable to the Company, as its paid-up equity share capital does not exceed ?10 Crores and its net worth does not exceed ?25 Crores, as on the last day of the previous financial year. Accordingly, the Report on Corporate Governance is not annexed to this Annual Report. However, the Company affirms that in the event its paid-up equity share capital or net worth exceeds the prescribed threshold limits in future, it shall comply with the applicable provisions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015.

29. HUMAN RESOURCES

The management maintains a healthy, respectful, and collaborative relationship with its officers and employees, fostering an environment of mutual trust, professionalism, and effective communication across all levels of the organization.

30. PARTICULARS OF EMPLOYEES

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 has been annexed to this report.

None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. EFFECT OF NCLT ORDER UNDER IBC

Pursuant to approval of Resolution Plan by Hon''ble National Company Law Tribunal Bench Kolkata dated June 05, 2024, the management underwent change by fresh appointment of directors on the Board and Key Managerial Personnels for managing the affairs of company.

Further, new equity shares were allotted to the extent of 90 % of the paid-up equity share capital to Mr. Vikas Garg, the Successful Resolution Applicant and 10 % of the paid-up equity share capital to public shareholders on a prorata basis, proportionate to their existing shareholding as on the Record Date i.e. November 14, 2024.

In order to commence it''s trading operations on BSE Limited, the company applied for listing of shares with BSE Limited and received the listing approval of 34,57,160 equity shares on March 26, 2025. Furtherance to this, company applied for Corporate action of 34,57,160 equity shares with both the Depositories and awaiting Credit letter for the same, for it''s further submission with the Exchange for Trading approval.

We would like to brief that the trading on Exchange was suspended during the IBC process and shall continue to be suspended until receipt of afore mentioned Trading approval from the Exchange.

32. SEXUAL HARRASEMENT

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints. Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No case was reported during the year under review, the details are as follows:

# The number of sexual harassment complaints received during the year: Nil

# The number of such complaints disposed of during the year: Nil

# The number of cases pending for a period exceeding ninety days: Nil

33. STATEMENT ON MATERNITY BENEFIT COMPLIANCE

Pursuant to the requirements introduced under the Companies (Accounts) Second Amendment Rules, 2025, the Company hereby confirms that it is in compliance with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company ensures that all eligible women employees are provided with the statutory maternity benefits, including leave entitlements, job protection, and other prescribed facilities, in accordance with the Act. Internal processes and policies have been aligned to support maternity rights, promote workplace inclusivity, and ensure adherence to all legal obligations under the Act.

34. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company''s management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS).

35. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

36. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTOR INTER -SE

None of the Directors are related to each other.

37. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it is applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)as and when they are made mandatory.

38. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board, Key Managerial Personnel, Senior Management of the Company and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Company''s website www.Carnation.org.in. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. (Annexure V)

39. ANNUAL LISTING FEES

The Company is listed on BSE Limited (BSE) and Calcutta Stock Exchange Limited.

40. EXECUTIVE DIRECTOR/CFO CERTIFICATE

As required by the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate from Executive Director (Whole-time Director)/CFO had been obtained in accordance with Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms a part of this report as Annexure-VI.

41. DEMATERIALIZATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities and Exchange Board of India (SEBI) directives, the transactions of the Company''s shares must be compulsorily in dematerialized form. Your Company had entered into agreements with National Securities Depository Ltd. and Central Depository Services (India) Ltd. to facilitate holding and trading of shares in electronic form. Shareholders holding shares in physical form are requested to convert their holding into dematerialized form. Shareholders may utilize the nomination facility available by sending duly filled form prescribed to our Registrar and Share Transfer Agent, M/s. R & D Infotech Private Limited. Your Company''s equity shares are listed with BSE Limited and Calcutta Stock Exchange Limited.

42. SHARE TRANSFER SYSTEM

The Stakeholders Relationship Committee has authorized the Company Secretary of the Company to approve the transfer of shares within a period of 15 days from the date of receipt in case the documents are completed in all respects. Shares under objection are returned within two weeks. All request for dematerialization of shares is processed, if found in order and confirmation is given to the respective depositories, that is National Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd (CDSL) within 15 days.

43. DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the company informed the members that:

A. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

B. The directors had 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 profit and loss of the company for that period;

C. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

D. The directors had prepared the annual accounts on a going concern basis; and

E. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

44. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND AS)

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) specified under section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

Carnation Industries Ltd was acquired through a resolution plan under IBC, approval of which was received from the NCLT on June 05, 2024.

46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the financial year.

47. CAUTIONARY NOTE

The statements forming part of the Board''s Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

48. ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 32nd Annual Report and the Audited Financial Statement of the Company for the financial year ended 31st March, 2015.

FINANCIAL PERFORMANCE (Rs. in Lacs)

For Year ended 31.3.2015

Revenue from operation and other operating revenue:

Export Sales (Net of Freight) 9030.29

Domestic Sales (Net of Central 150.25

Excise and Vat)

Export Incentives 425.82

Other Income 314.30

9920.66

Profit before Finance Costs, 993.17

Depreciation & Amortisation and Tax

Finance Costs 654.25

Depreciation & Amortisation 161.83

Profit/(Loss) before Tax 177.09

Provision for Tax

- Current 40.00

- Deferred (4.87)

- Tax for Earlier Years 1.71

Profit/(Loss) after Tax 140.25

Surplus brought forward from 290.58

previous year

Available Surplus/ (Deficit)

for appropriation 430.83

Proposed Dividend 20.74

Dividend Distribution Tax 4.15

Surplus/(Deficit) carried to Balance Sheet 405.94

For Year ended 31.03.2014

Revenue from operation and 8970.96 other operating revenue: 207.31 Export Sales (Net of Freight)

Domestic Sales (Net of Central 482.38 Excise and Vat) 172.81 Export Incentives 9833.46 Other Income 1022.24

Profit before Finance Costs, 558.53 Depreciation & Amortisation and Tax 180.20 Finance Costs 283.51 Depreciation & Amortisation

Profit/(Loss) before Tax 58.40 Provision for Tax (13.81) - Current 0.76 - Deferred 238.16 - Tax for Earlier Years 84.78 Profit/(Loss) after Tax

Surplus brought forward from

previous year 322.94 Available Surplus/ (Deficit) 27.66 for appropriation 4.70 Proposed Dividend 290.58 Dividend Distribution Tax

Surplus/(Deficit) carried to Balance Sheet

FINANCIAL REVIEW

During the financial year ended 31st March, 2015 the Company has achieved total revenue (net) from operations of Rs. 9920.66 lacs against Rs. 9833.46 lacs in the previous year. The profit before Finance Cost, Depreciation & Amortisation and Tax was Rs. 993.17 lacs against Rs.1022.24 lacs in the previous year. The profit before tax was Rs.177.09 lacs against Rs. 283.51 lacs in 2013- 2014. The profit after tax was Rs.140.25 lacs against Rs.238.16 lacs in 2013-2014.

Cash generation from operation was at a lower level than previous year due to increase in sundry debtors. The refund of input tax credit is better but still slow which has compounded the liquidity problem. The management has taken appropriate steps to ensure expeditious realization of the input tax credit and the export proceeds.

DIVIDEND

Your Directors have recommended a dividend of 6% (Re. 0.60 per Equity Share of Rs.10 each) for the financial year ended March 31,2015 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The dividend together with the dividend tax will entail a cash outlay of Rs.24.89 lakhs. The dividend will be paid to members whose names appear in the Register of Members as on 23rd September, 2015; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

POLLUTION CONTROL MEASURES

The pollution control measures installed in the units of the Company are in full operation as required under the statutes.

SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Associate Companies.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and as per the Articles of Association of the Company Mr. Arun Kumar Bose (DIN: 00131295), Whole time Director, will retire by rotation at the ensuing Annual General Meeting and being eligible , offers himself for reappointment.

Dr. Sephali Roy (DIN: 07151823) was appointed as an Additional cum Independent Director of the Company and shall hold office upto the date of the Annual General Meeting. The Company has received a notice from a member of the Company proposing her candidature for the office of the Directorship of the Company.

Mr. Ravindra Prakash Sehgal (DIN:00119477) was appointed as the Managing Director of the Company for a period of five years with effect from 1.9.2010. The Board of Directors at its meeting held on 12th February, 2015 approved the re-appointment of Mr. Ravindra Prakash Sehgal for a further period of five years with effect from 1.9.2015. Mr. Sehgal is subject to retirement by rotation.

Mr. Suvobrata Saha (DIN: 00131180) was appointed as the Jt. Managing Director of the Company for a period of five years with effect from 1.9.2010. The Board of Directors at its meeting held on 12th February, 2015 approved the reappointment of Mr. Suvobrata Saha for a further period of five years with effect from 1.9.2015. Mr. Saha is subject to retirement by rotation.

The Board of Directors of the Company has appointed Mr. Biplab Ganguly as Chief Financial Officer of the Company at its Board Meeting held on 13.8.2014.

None of the Directors of the Company are disqualified for being appointed/re-appointed as Directors, as specified in Section 164 of the Companies Act, 2013.

The Board recommends the appointment/re-appointment of the above Directors with a view to avail their valuable advices and wise counsel. A brief profile of the above Directors seeking appointment/ re-appointment required under Clause 49 of the Listing Agreement, is given in the Notice of AGM.

DECLARATION OF INDEPENDENCE

Your Company has received declaration from the Independent Directors as prescribed under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence as provided in Section 149(6) of the Act read with Schedules and Rules issued thereunder as well as Clause 49 of the Listing Agreement.

FAMILIARIZATION PROGRAMME UNDERTAKEN FOR INDEPENDENT DIRECTORS

The Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. On appointment, the Independent Director is issued a Letter of Appointment setting out in detail, the terms of appointment, duties and responsibilities.

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, that of its Committees and individual Directors.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Non Independent Directors and Board as a whole was also carried out by the Independent Directors.

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

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the Financial Year, four meetings of the Board of Directors and seven meetings of the Audit Committee of the Company were held, the details of which are given in the Corporate Governance report which forms a part of this report. The intervening gap between the Board meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition and terms of reference of the Share transfer cum Stakeholders Relationship Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

MEETING OF INDEPENDENT DIRECTORS

During the year under review, a meeting of Independent Directors was held on 27th March, 2015 wherein the performance of the Non-Independent Directors and the Board as a whole was reviewed. The Independent Directors at their meeting also assessed the quality, quantity and timeliness of low of information between the Company's management and the Board of Directors of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) 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 year ended March 31,2015, the applicable accounting standards read with the requirements set out under Schedule III 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 31,2015 and of 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 annual accounts of the Company on a "going concern" basis;

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

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

TRANSFER TO RESERVES

The Company did not transfer any amount to reserves.

PUBLIC DEPOSITS

During the financial year 2014-15, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

CHANGES IN SHARE CAPITAL

There was no change in the share capital of the Company for the F.Y. 2014-2015.

MATERIAL CHANGES AND COMMITMENTS AFTER THE BALANCE SHEET DATE

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.

CORPORATE GOVERNANCE

Your Company complies with the provisions relating to Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance along with the Auditors Certificate thereon form part of the Annual Report.

BUSINESS RESPONSIBILITY REPORT

A business Responsibility Report as per Clause 55 of the Listing Agreement, detailing the various initiatives of your Company forms an integral part of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND RESEARCH AND DEVELOPMENT

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo to be disclosed under the Act, are provided in "Annexure - A" to this report.

RELATED PARTY TRANSACTIONS

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definition Details) Rules, 2014 which are in the ordinary course of business and on arms' length basis and in accordance with the provisions of the Companies Act, 2013. During the financial year 2014-15, there were no transactions with related party which qualify as material transactions under the Listing Agreement. The details of the related party transactions as required under Accounting Standard - 18 are set out in Other Notes (28-xii) which is forming part of the Annual Report.

The particulars of every contract entered into by the company with Related Parties referred to in Section 188(1) of the Companies Act, 2013 as prescribed under the Companies (Accounts) Rules, 2014 is appended as "Annexure - B" hereto and forms part of this Report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULAR OF EMPLOYEE

In accordance with Section 178 and other applicable provisions, if any, of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at its meeting held on 13th November, 2014 formulated the Remuneration Policy of the Company. The salient aspects of the Remuneration Policy, on the appointment and remuneration of the Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report. The remuneration policy of the Company is being set out as "Annexure - C" to this report and has also been uploaded on the website : www.carnationindustries. com of the Company.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out as "Annexure - D" to this report.

Disclosure under Rule 5(2) of the Companies (Appointment & Remuneration) Rules, 2014 is not applicable to your Company as none of the employees are drawing salary more than the limit prescribed under the aforesaid Rules.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 are set out herewith as "Annexure - E" to the Report.

STATUTORY AUDITORS

The Auditors M/s. Jain & Bagaria, Chartered Accountants, Statutory Auditors of the Company, were appointed at the 31st AGM to hold office till the conclusion of the 34th AGM. The Board in terms of Section 139 of the Act, on the recommendation of the Audit Committee, has recommended for the ratification of the Members the appointment of M/s Jain & Bagaria from the conclusion of the ensuing AGM till the conclusion of the 33rd AGM. Appropriate resolution in respect of the above is appearing in the Notice convening the 32nd AGM of the Company.

In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be accordance with the provisions of Section 141 of the Companies Act, 2013.

COST AUDITOR

In compliance with the Central Government's Order your Board had appointed Mr. Deep Narayan Bandhyopadhyay, Cost Accountant, to carry out the Cost Audit of the Company for F.Y. 2014- 2015. However, Ministry of Corporate Affairs came out with a notification on 31.12.2014 under the Companies (Cost Records and Audit) Amendment Rules, 2014 wherein your Company, being an export oriented company, has been excluded from the purview of Cost Audit from F.Y. 2015-2016. Therefore Cost Audit is no more applicable to the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. Manoj Kumar Banthia, Practicing Company Secretary to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure-F" to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

LOANS, GUARANTEE AND INVESTMENTS

The Company has not lent out any money or made any investment or provided any guarantee during the year under review.

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS /COURT

There are no significant material orders passed by the regulator/court which would impact the going concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is not applicable to your Company pursuant to Section 135 of the Companies Act, 2013.

VIGIL MECHANISM

Your Company has formulated a Whistle Blower Policy pursuant to the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby employees can raise their issue against any kind of harassment, victimization or any other unfair practice being adopted against them. The Whistle Blower Policy has been uploaded on the website : www.carnationindustries.com of the Company.

STOCK EXCHANGE

The Equity Shares of the Company are listed with BSE Limited and The Calcutta Stock Exchange Limited.

POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has adopted a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31st March, 2015 the Company has not received any Complaints pertaining to Sexual Harassment.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thanks to the Banks, Financial Institutions, various Government Authorities for their valuable assistance and co-operation for the trust and confidence reposed in the Company by the Customers and Shareholders.

Your Directors also thank the Executives, Staff and Workforce of the Company for their efficient and dedicated services.

On Behalf of the Board of Director

R. P. Sehgal (Managing Director)

Place: Kolkata Suvobrata Saha Date: 12th August, 2015 (Jt. Managing Director)

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 31st Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL PERFORMANCE

(Rs. in Lakhs) For Year ended For Year ended 31.03.2014 31.03.2013

Revenue from operation and other operating revenue:

Export Sales (Net of Freight) 8970.96 8164.37

Domestic Sales (Net of Central 207.31 390.93 Excise and Vat)

Export Incentives 482.38 405.53

Other Income 172.81 209.81

9833.46 9170.64

Profit before Finance Costs, 1022.24 902.38

Depreciation & Amortisation, and Tax Finance Costs 558.53 560.02

Depreciation & Amortisation 180.20 205.66

Profit/(Loss) before Tax 283.51 136.70

Provision for Tax

- Current 58.40 30.00

- Deferred (13.81) (827)

- Tax for Earlier Years 0.76 0.00

Profit/(Loss) after Tax 238.16 114.97

Surplus brought forward from 84.78 (592) previous year

Available Surplus/ (Deficit) 322.94 109.05 for Appropriation

Proposed Dividend 27.66 20.74

Dividend Distribution Tax 4.70 3.53

Surplus/(Deficit) carried to Balance Sheet 290.58 84.78

FINANCIAL REVIEW

During the financial year ended 31st March, 2014 the Company achieved total revenue (net) from operations of Rs.9833.46 lacs against Rs.9170.64 lacs in the previous year. The profit before Finance Cost, Depreciation & Amortisation and Tax was Rs.1022.24 lacs against Rs.902.38 lacs in the previous year recording an increase of approx 13%. The profit before tax was Rs.283.51 lacs against Rs.136.70 lacs in 2012-2013. The profit after tax was Rs.238.16 lacs against Rs.114.97 lakhs in 2012-2013.

FINANCE

Cash generation from operation was at a lower level than the previous year due to increase in sundry debtors. The refund of input tax credit is better but still slow which has compounded the liquidity problem. The management has taken appropriate steps to ensure expeditious realization of the input tax credit and the export proceeds.

DIVIDEND

Your Directors have recommended a dividend of 8% (Re. 0.80 per Equity Share of Rs.10 each) for the financial year ended March 31, 2014 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The dividend together with the dividend tax will entail a cash outlay of Rs.32.36 lakhs. The dividend will be paid to members whose names appear in the Register of Members as on 22nd September, 2014 in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

POLLUTION CONTROL MEASURES

The pollution control measures installed in the units of the Company are in full operation as required under the statutes.

SUBSIDIARY COMPANIES

The Company does not have any Subsidiary Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and as per the Articles of Association of the Company Mr. Suvobrata Saha, Joint Managing Director, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Companies Act, 2013 provides for appointment of Independent Directors. Section 149 of the Act (effective from April 1, 2014) provides that Independent Directors shall not hold office for more than two consecutive terms of upto five years each provided that the Director is re-appointed by passing a special resolution on completion of his first term. Independent Directors are no longer liable to retire by rotation. Further as per explanation provided under Section 149 of the Act, any term of an Independent Director on the date of commencement of this Section, i.e., April 1, 2014 shall not be counted as a term.

Accordingly, the Board of Directors in their meeting held on 23rd May, 2014 has proposed the appointment of Mr. R. C. Jha (DIN:01538982), Mr. Manoj Bose (DIN: 06645209) and Mr. Debajyoti Chakrabarti (DIN: 06655796), all existing Independent directors of the Company, as Independent Directors of the Company and shall hold office from the date of this Annual General Meeting till 31st March, 2019. They shall not, henceforth, be liable to determination by retirement of directors by rotation.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in Section 164 of the Companies Act, 2013.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The Board recommends the appointment of the above directors with a view to avail their valuable advices and wise counsel. A brief profile of the above Directors seeking appointment/re-appointment required under Clause 49 of the Listing Agreement, is given in the Notice of AGM.

STATUTORY AUDITORS

M/s. Jain & Bagaria, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The members are requested to consider their appointment as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting until the conclusion of the Thirty Fourth (34th) Annual General Meeting of the Company on such remuneration as approved by the members.

The Company has received a letter dated May 21, 2014 from them to the effect that their re- appointment, if made, would be within the limits prescribed under Section 142 of the Companies Act, 2013, and that they are not disqualified for such re-appointment within the meaning of Section 141 of the Companies Act, 2013.

The observations of the Auditors, together with the notes to Accounts referred to in the Auditors'' Report, are self-explanatory and do not call for any further explanation from the Directors.

COST AUDITOR

The Company has appointed Mr. Deep Narayan Bandhyopadhyay, Cost Accountant, to carry out the Cost Audit of the Company for the F.Y. 2014-2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND RESEARCH AND DEVELOPMENT

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is appended as Annexure A and forms part of this Report.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975 as amended from time to time is not applicable as none of the employees are drawing salary more than the limit prescribed under the aforesaid Rules.

PUBLIC DEPOSITS

The Company has not taken any Public Deposits during the year.

STOCK EXCHANGE

The Equity Shares of the Company are listed with Bombay Stock Exchange Limited and The Calcutta Stock Exchange Limited.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance and Management Discussion and Analysis Report form part of the Annual Report alongwith the Auditors Certificate on its compliance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2014, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956 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, 2014 and of 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a "going concern" basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thanks to the Banks, Financial Institutions, various Government Authorities for their valuable assistance and co-operation for the trust and confidence reposed in the Company by the Customers and Shareholders.

Your Directors also thank the Executives, Staff and Workforce of the Company for their efficient and dedicated services.

On Behalf of the Board of Director

R. P. Sehgal (Managing Director)

Place: Kolkata Arun Kumar Bose Date : 13th August, 2014 (Whole time Director)

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Mar 31, 2013

The Directors are pleased to present the 30th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL PERFORMANCE

(Rs. in Lakhs)

For Year ended For Year ended 31.3.2013 31.03.2012

Revenue from operation and other operating revenue:

Export Sales (Net of Freight) 8164.37 8222.18

Domestic Sales( Net of Central 390.93 470.66

Excise and Vat)

Export Incentives 405.53 473.95

Other Income 209.81 69.46

9170.64 9236.25

Profit before Finance Costs, 902.38 823.22 Depreciation & Amortization, and Tax

Finance Costs 560.02 510.85

Depreciation & Amortization 205.66 178.23

Profit/(Loss) before Tax 136.70 134.14 Provision for Tax

- Current 30.00 29.44

- Deferred (8.27) 14.19

- Tax for Earlier Years - (2.93)

Profit/(Loss) after Tax 114.97 93.44

Surplus brought forward from (5.92) (75.26) previous year

Available Surplus/ (Deficit) 109.05 18.18 for Appropriation

Proposed Dividend 20.74 20.74

Dividend Distribution Tax 3.53 3.36

Surplus/(Deficit) carried to Balance Sheet 84.78 (5.92)

FINANCIAL REVIEW

During the financial year ended 31st March, 2013 the Company achieved total revenue (net), from operations, of Rs.9170.64 lacs against Rs. 9236.25 lacs in the previous year. The profit before Finance Cost, Depreciation & Amortization and Tax was Rs.902.38 lacs against Rs.823.22 lacs in the previous year, recording an increase of approx 10%. The profit before tax was Rs.136.70 lacs against Rs.134.14 lacs in 2011-2012. The profit after tax was Rs.114.97 lacs against Rs.93.44 lakhs in 2011-2012.

FINANCE

Internal cash generation was lower, on account of increase in debtors. Finance costs during the year under review were higher than the previous year, based on higher trade receivables. The refund of input tax credit was better but still slow. This level of increase in working capital required additional fund and non fund based borrowing which resulted in the higher finance cost. The Management has taken appropriate steps to ensure expeditious realization of the input tax credit and the export proceeds.

MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENT

There has been a global slowdown in the iron and steel industry, however the foundry industry has remained steady. India is passing through a phase of economic slump but there are signs of large expansion in projects of infrastructure, automobile and other manufacturing and housing coming up in the near future. The demand of castings is expected to go up in the coming year.

OPPORTUNITIES AND THREAT

A strong US Dollar gives your Company an opportunity to grow further in the export markets coupled with this is the strong signs of good infrastructure growth in the Gulf Region.

Weak infrastructure and shortages of trained labour are the major threat to the industry and in-house training and retention of the skilled persons remains the strength of your Company.

Rising prices of Electricity, Diesel and Coal continue to put pressure on costs and for which, these need to be controlled inter-alia, through a process of cost price matching. The only positive factor is that the raw materials prices remained steady over a range, and the strong foreign currency made up for the increase in the costs.

SEGMENT-WISE PERFORMANCE

The Management reviewed the disclosure requirement of segment wise reporting and is of the view that since the company manufactures Castings & M.S. products which are subject to same risk and returns and hence there is one primary segment in terms of AS-17, a separate disclosure on reporting by business segments is not required. The analysis of geographical segments is based on the areas in which the Company operates.

FUTURE OUTLOOK

In the current fiscal year we expect to strengthen our presence in the UK and Gulf markets by addition of newer products. We also have plans to do major business in the domestic market. This should bring an additional growth in the turnover. The US Dollar and Euro are expected to remain strong and market volumes are expected to improve compared to the previous year.

RISKS AND CONCERN

Being predominantly in export, your Company''s revenue is always subject to risks of exchange fluctuations. The Company has adopted a comprehensive risk management review system wherein it factitively hedges its foreign exchange exposures within defined parameters, through use of hedging instruments such as forward contracts. The matter of concern however remains shortage of skilled labour resulting in higher labour cost. In order to overcome this problem your Company is laying stress on in-house training and skill development, besides retention of the skilled workers.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an adequate system of internal control commensurate with the size and nature of its business which ensures that all transactions are recorded, authorized and correctly reported apart from safeguarding its assets against loss from wastage, unauthorized use and removal. The internal audit process strives to ensure compliance of internal control systems through submission of detailed internal audit reports periodically to the Management and the Audit Committee. The Audit Committee reviews the adequacy of internal controls based on such reports and provides guidelines for improvement of the same.

Your Company''s Statutory Auditors have in their report confirmed the adequacy of the internal control procedures.

EXPANSION AND NEW PROJECT

Your Company continues to upgrade its process and products. In the current year the management plans to consolidate on all the production facilities and develop more value-added products bringing in better realization.

At the Ductile Plant the new molding machine and the furnace are in operation now. This would enable the Company to add volumes to the sale of castings both in the domestic and export market.

HUMAN RESOURCES DEVELOPMENT

Your Company continued to have cordial and harmonious relations with its employees at all levels during the period under review. The operations of the Company across functions have been strengthened through induction of appropriately qualified and experienced personnel. Management of your Company strongly focuses on the performance of the managers. The Board acknowledges its thanks to all the shop floor personnel and other employees for making significant contribution to your Company.

Your Company has conducted several training programs for its employees to improve the working. Besides this the training programs have been conducted for improving safety and health standards of the employees.

DIVIDEND

Your Directors have recommended a dividend of 6% (Re. 0.60 per Equity Share of Rs.10 each) for the financial year ended March 31, 2013 subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The dividend together with the dividend tax will entail a cash outlay of Rs.24.27 lakhs. The dividend will be paid to members whose names appear in the Register of Members as on 20th September, 2013; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

POLLUTION CONTROL MEASURES

The pollution control measures installed in the units of the Company are in full operation as required under the statutes. The Company has taken immediate steps to rectify the Pollution Control devices wherever minor variations were noticed by the management during the year under review.

DIRECTORS

In 2012-2013 Mr. Shekhar Chatterjee resigned as Chairman and Director of the Company.

In 2013-2014 Mr. Bijay Krishna Datta resigned as Director of the Company.

The Board placed on record its appreciation for the valuable contribution made by Mr. Chatterjee and Mr. Datta.

In terms of Section 256 of the Companies Act, 1956, Mr. Ramesh Chandra Jha retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Manoj Bose and Mr. Debajyoti Chakrabarti were appointed as Additional Directors in the Board Meeting held on 5.8.2013. The members are requested to consider the appointment of Mr. Manoj Bose and Mr. Debajyoti Chakrabarti at the ensuing Annual General Meeting.

Mr. Arun Kumar Bose was appointed as a Whole-time Director of the Company for a period of two years with effect from 5.9.2011 and his term of office expires on 5.9.2013. The Board of Directors in its meeting held on 5.8.2013, have approved the re-appointment of Mr. Arun Kumar Bose for a further period of three years w.e.f. 6.9.2013. The members are requested to consider the re- appointment of Mr. Arun Kumar Bose at the ensuing Annual General Meeting.

STATUTORY AUDITORS

M/s. Jain & Bagaria, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter dated May 15, 2013 from them to the effect that their re- appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The observations of the Auditors, together with the notes to Accounts referred to in the Auditors'' Report, are self-explanatory and do not call for any further explanation from the Directors.

COST AUDITOR

In compliance with the Central Government''s Order your Board has appointed Mr. Deep Narayan Bandhyopadhyay, Cost Accountant, to carry out the Cost Audit of the Company. This appointment has to be made in each financial year and based on the application of your Company, the Central Government has approved the re-appointment of the Cost Auditor for F. Y. 2013-2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND RESEARCH AND DEVELOPMENT

The particulars in respect of energy conservation as per Companies (Disclosure of Particulars) Rules, 1988 is not required to be provided by your Company as it is not the industry included in the Schedule to the Rules. The Company has however taken measures for conservation of energy. The Company has installed a Divided Blast Cupola in the unit at Liluah which has significantly reduced the coke consumption. Further a new Cupola has been installed at the Uluberia unit of the Company which will significantly reduce the energy consumption by the above unit. The company has a quality cell which ensures the quality of the product before being sent to the customers.

PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules,1975 as amended from time to time is not applicable as none of the employees are drawing salary more than the limit prescribed under the aforesaid Rules.

PUBLIC DEPOSITS

The Company has not taken any Public Deposits during the year.

STOCK EXCHANGE

The Equity Shares of the Company are listed with Bombay Stock Exchange Limited and The Calcutta Stock Exchange Limited.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance and Management Discussion and Analysis Report form part of the Annual Report along with the Auditors Certificate on its compliance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards read with the requirements set out under Schedule VI to the Companies Act, 1956 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, 2013 and of 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, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts of the Company on a "going concern" basis. ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thanks to the Banks, Financial Institutions, various Government Authorities for their valuable assistance and co-operation for the trust and confidence reposed in the Company by the Customers and Shareholders.

Your Directors also thank the Executives, Staff and Workforce of the Company for their efficient and dedicated services.

On Behalf of the Board of Director

R. P. Sehgal

(Managing Director)

Place: Kolkata Arun Kumar Bose

Date : 5th August, 2013 (Whole time Director)

---

Mar 31, 2012

The Directors are pleased to present the 29th Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL PERFORMANCE

(Rs. in Lakhs)

For Year Ended For Year Ended

31.3.2012 31.03.2011

Revenue from operation and other operating revenue:

Export Sales (Net of Freight) 8222.18 5833.99

Domestic Sales( Net of Central 470.66 130.46

Excise and Vat)

Export Incentives 473.95 411.39

Other Income 84.54 9251.33 53.82 6429.66

Profit before Finance Costs, 823.22 202.74

Depreciation & Amortisation,

Extra Ordinary Item and Tax

Finance Cost 510.85 310.30

Depreciation & Amortisation 178.23 155.65

Profit/(Loss) before 134.14 (263.21)

extra-ordinary item and tax

Extra-Ordinary Item - 11.61

Profit/(Loss) before Tax 134.14 (274.82)

Provision for Tax

- Current 29.44 -

â- Deferred 14.19 (2.03)

- Tax for Earlier Year (2.93) (2.11)

Profit/(Loss) after Tax 93.44 (270.68)

Surplus brought forward from (75.26) 211.49 previous year

Available Surplus/(Deficit) 18.18 (59.19)

for Appropriation

Proposed Dividend 20.74 13.83

Dividend Distribution Tax 3.36 2.24

Surplus/(Deficit) carried to Balance Sheet (5.92) (75.26)



FINANCIAL REVIEW

During the financial year ended 31st March, 2012 the Company achieved total revenue (net) from operations of Rs. 9251.33 lacs against Rs 6429.66 lacs in the previous year registering a growth of about 45%. The profit before depreciation, financial costs and extra ordinary item was Rs 823.22 lacs against Rs 202.74 lacs in the previous year recording an improvement in excess of 300% (3 times). The profit before tax was Rs 134.14 lacs (2010-2011, loss of Rs 274.82 lacs) and the profit after tax was Rs 93.44 lacs (2010-2011, loss of Rs 270.68 lacs) representing significant turnaround in operation. This turnaround was mainly attributable to improved export earnings and a favourable exchange rate.

FINANCE

Finance costs during the year under review was higher than the previous year, based on higher trade receivables as well as higher sales achieved. The extremely slow progress in the refund of input tax credit compounded the liquidity problems further. This level of increase in working capital required additional fund and non fund based borrowing which resulted in the higher finance cost. The Management has taken appropriate steps to ensure expeditious realization of the input tax credit and the export proceeds.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in Lakhs)

For Year Ended For Year Ended

31.03.2012 31.03.2011

Earnings - Export (F.O.B.) 8222.18 5833.99 Expenditure

Travelling & Conveyance 21.59 19.83

Certification Charge - 5.82

Commission 42.67 39.21

Foreign Bank Charges 31.18 11.62

Raw Material & Other Purchase(CIF Value) 110.45 77.17

Licence Fees 5.08 -

Inspection Charges 2.93 -



MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY STRUCTURE AND DEVELOPMENT

Global Census on Foundries now show that India is the second highest producer of castings in the world with a production of approx. 8 million tons of castings per annum, second only to China which produces approx 32 million tons of castings. However the strange fact is that China produces 8 million tons of Ductile Iron which constitute 25% of their castings and India produces only 10%(of total castings) i.e. 0.8 million tons. This indicates the immense potential that India has in the future. With the massive shift of European buyers towards India - the export demand holds out strong potential. The domestic increase in automobiles, tractors and earth moving equipments is giving rise to the increased domestic demand as well.

OPPORTUNITIES AND THREATS

Indiaâ€Â™s low share in the global market, in a situation of the possible shift of bulk of the sourcing moving to China & India, holds out strong possibility of a larger market share for India and your Company.

Weak infrastructure and shortages of trained labour are the major threat to the industry and in-house training and retention of the skilled persons remains the strength of your Company.

Rising prices of Electricity, Diesel and Coal continue to put pressure on costs and for which, these need to be controlled inter-alia, through a process of cost price matching. The only positive factor is that the customers are showing signs of accepting the increases. Basic raw materials prices remained steady over a range, however the Ferro Alloys and Foundry Chemicals registered an increase.

SEGMENT-WISE PERFORMANCE

The Management reviewed the disclosure requirement of segment wise reporting and is of the view that since the Company manufactures Castings & M.S. products which are subject to same risk and returns and hence there is one primary segment in terms of AS-17, a separate disclosure on reporting by business segments is not required. The analysis of geographical segments is based on the areas in which the Company operates.

FUTURE OUTLOOK

In the current fiscal year we expect to strengthen our presence in the US and in the German markets by addition of newer products and customers. We also have plans to do major business in domestic market. This should bring an additional growth in the turnover. The US Dollar and Euro are expected to remain buoyant and market volumes are expected to improve compared to the previous year. The Export incentive through DEPB was discontinued w.e.f. October, 2011 and the drawback scheme has come in place and is operating well.

RISKS AND CONCERN

Being predominantly in export, your Companyâ€Â™s revenue is always subject to risks of exchange fluctuations. The Company has adopted a comprehensive risk management review system wherein it actitively hedges its foreign exchange exposures within defined parameters, through use of hedging instruments such as forward contracts. The matter of concern however remains shortage of skilled labour resulting in higher labour cost. In order to overcome this problem your Company is laying stress on in-house training and skill development, besides retention of the skilled workers.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has an adequate system of internal control commensurate with the size and nature of its business which ensures that all transactions are recorded, authorized and correctly reported apart from safeguarding its assets against loss from wastage, unauthorized use and removal. The internal audit process strives to ensure compliance of internal control systems through submission of detailed internal audit reports periodically to the Management and the Audit Committee. The Audit Committee reviews the adequacy of internal controls based on such reports and provides guidelines for improvement of the same.

Your Companyâ€Â™s Statutory Auditors have in their report confirmed the adequacy of the internal control procedures.

EXPANSION AND NEW PROJECT

Your Company continues to upgrade its process and products.

At the Ductile Plant the new moulding machine and the furnace are in operation now. This would enable the Company to add volumes to the sale of castings both in the domestic and export market.

HUMAN RESOURCES DEVELOPMENT

Your Company continued to have cordial and harmonious relations with its employees at all levels during the period under review. The operations of the Company across functions have been strengthened through induction of appropriately qualified and experienced personnel. Management of your Company strongly focuses on the performance of the managers. The Board acknowledges its thanks to all the shop floor personnel and other employees for making significant contribution to your Company.

The Company has conducted several training programs for its employees to improve the working. Besides this the training programs have been conducted for improving safety and health standards of the employees.

DIVIDEND

Your Directors are pleased to recommend a dividend of 6% (Re. 0.60 per Equity Share of Rs.10 each) for the financial year ended March 31,2012 subject to the approval of the shareholders at the Annual General Meeting. The dividend together with the dividend tax will entail a cash outlay of Rs. 24.10 lakhs.

POLLUTION CONTROL MEASURES

The pollution control measures installed in the units of the Company are in full operation as required under the statutes. The Company has taken immediate steps to rectify the Pollution Control devices wherever minor variations were noticed by the Management during the year under review.

DIRECTORS

In terms of section 256 of the Companies Act, 1956, Mr. B. K. Datta retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

STATUTORY AUDITORS

M/s Jain & Bagaria, Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re- appointment as statutory auditors for the financial year 2012-13. The Company has received a letter dated 29th May, 2012 from them to the effect that their re-appointment, if made, would be within the limit prescribed under section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment within the meaning of section 226 of the Companies Act, 1956.

COST AUDITOR

Mr. Deep Narayan Bandyopadhyay, Cost Accountant, was re-appointed as Cost Auditor for the financial year 2012-13 to conduct cost audit of the accounts maintained by the Company, in respect of the various products prescribed under Cost Audit Rules, 2011.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND RESEARCH AND DEVELOPMENT

The particulars in respect of energy conservation as per Companies (Disclosure of Particulars) Rules, 1988 is not required to be provided by your Company as it is not the industry included in the Schedule to the Rules. The Company has however taken measures for conservation of energy. The Company has installed a Divided Blast Cupola in the unit at Liluah which has significantly reduced

the coke consumption. Further a new Cupola has been installed at the Uluberia unit of the Company which will significantly reduce the energy consumption by the above unit. The production was carried using the previous technology. The company has a quality cell which ensures the quality of the product before being sent to the customers.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time is not applicable as none of the employees are drawing salary more than the limit prescribed under the aforesaid Rule.

PUBLIC DEPOSITS

The Company has not taken any Public Deposits during the year.

STOCK EXCHANGE

The Equity Shares of the Company are listed with The Calcutta Stock Exchange Limited and Bombay Stock Exchange Limited.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance. Pursuant to Clause

49 of the Listing Agreement with the Stock Exchanges, a compliance report on Corporate Governance and Management Discussion and Analysis Report form part of the Annual Report alongwith the Auditors Certificate on its compliance.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that in preparation of the Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departures. The Directors have selected such accounting policies and applies 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 31.03.2012 and of the Profit and Loss of the Company for that period. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors have prepared the accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thanks to the Banks, Financial Institutions, various Government Authorities for their valuable assistance and co-operation and for the trust and confidence reposed in the Company by the Customers and Shareholders.

Your Directors also thank the Executives, Staff and Workforce of the Company for their efficient and dedicated services.

On Behalf of the Board of Director

R. P. Sehgal

(Managing Director)

Place: Kolkata Arun Kumar Bose

Date : 29th May, 2012 (Whole time Director)

---

Mar 31, 2010

The Directors are pleased to present the Annual Report and the Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL PERFORMANCE

(Rs. in Lakhs)

For Year ended For Year ended

31.03.2010 31.03.2009

Export Sales (Net of Freight) 5260.80 5835.93

Local Sales 107.32 -

Other Income 386.62 331.22

Gross Profit (before Depreciation

Interest & Finance charges) 349.98 473.53

Interest & Finance charges 187.21 277.96

Depreciation & Amortisation 139.62 125.45

Profit before Tax 23.15 70.12

Provision for Tax

- Current 3.88 9.43

- Deferred 11.19 4.95

- Fringe Benefit - 4.60

- Tax for Earlier Year (49.40) —

Profit after Tax 57.48 51.14

Profit /(Loss) Brought forward 178.19 151.32 Profit Available for Appropriation 235.67 202.46

Proposed Dividend 20.74 20.74

Dividend DistributionTax 3.44 3.53

Surplus carried to Balance Sheet 211.49 178.19



FINANCIAL REVIEW

The export sale (net of freight) for the year ended 31st March,2010 at Rs 5260.80 lakhs recorded a decline of about 10% compared to Rs 5835.93 lakhs in the previous year. The Gross Operating Profit, during the year, before Depreciation, Interest and Finance Charges at Rs 349.98 lakhs was about 6% of total income compared to the previous years level of 7.67% at Rs 473.53 lakhs. Interest and finance charges however recorded significant reduction of Rs 90.45 lakhs.

Based on lower income (sales and other income) the profit before tax was very subdued and moderate. There was a significant write back of Rs 49.40 lakhs in the tax provision of earlier years based on the orders of the Commissioner of the Income Tax ( Appeals) in respect of Assessment Years 2000-01, 2001-02 and 2002-03, resulting in the profit after tax recording an increase of Rs 6.34 lakhs over the previous year.

The depressed performance in the year was mainly attributable to the continued recessionary trends in all the overseas markets for the Companys exports belying all expectations of any surge in demand.

FINANCE

Cash generation from operation was at a lower level than the previous year essentially due to increase in sundry debtors on account of longer credit period due to liquidity crunch of the customers and non recovery of claims for refund of input tax credit (VAT). Your Company has however substantially reduced the finished goods inventory by about 45 % as compared to the previous year.

The reduction of Rs 90.45 lakhs in the interest and finance charges resulted from reduced incidence of interest against all the facilities in the Companys borrowing programme during the year, though the year end loan funds recorded increase over the previous year essentially due to the drawdown of the loans towards the end of the financial year.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in Lakhs)

For Year ended For Year ended

31.03.2010 31.03.2009

Earning - Export (F.O.B.) 5260.80 5835.93

Outgoings

Travelling & Conveyance 15.39 24.86

Certification Charge 1.65 1.80

Commission 46.06 53.66

Foreign Bank Charges 12.78 13.01

Law Charges — 0.67

Grinding, Painting & Finishing 11.91 17.50

Raw Material & Other Purchase(CIF Value) 130.12 1116.84



DIVIDEND

Yours Directors are pleased to recommend a Dividend of 6% (Re. 0.60 per Equity Share of Rs. 10 each) for the year 2009-10, the same as the previous year. The dividend together with the dividend tax will entail a cash outlay of Rs. 24.18 lakhs (previous year Rs. 24.27 lakhs) The Dividend will be paid to all those share holders whose names appear in the Register of Members as on 24/9/2010.

POLLUTION CONTROL MEASURES

The Pollution control measures installed in the units of the Company are in full operation as required under the statutes. The Company has taken immediate steps to rectify the Pollution Control devices wherever minor variations were noticed by the Management during the year under review.

DIRECTORS

Mr. R. P. Sehgal was appointed as the Managing Director of the Company for a period of five years with effect from 1.12.2009. The service agreement with Mr. R.P Sehgal stands determined by mutual consent with effect from the close of business on 31.8.2010. The Board of Directors at its meeting held on 6th August, 2010 approved the reappointment of Mr. Sehgal for a further period of five years effective from 1.9.2010. The members are requested to consider the re- appointment of Mr. Sehgal at the ensuing AGM.

Mr. S. Saha was appointed as the Jt. Managing Director of the Company for a period of five years with effect from 21.08.2006. The service agreement with Mr. S. Saha stands determined by mutual consent with effect from the close of business on 31.8.2010. The Board of Directors at its meeting held on 6th August, 2010 approved the reappointment of Mr. Saha for a further period of five years effective from 1.9.2010. The members are requested to consider the re- appointment of Mr. Saha at the ensuing AGM.

Mr. B.K. Datta was appointed as Additional Non Executive Director of the Company with effect from 28.10.2009 and holds office upto the date of this Annual General Meeting. The Company has received notice proposing his candidature for the office of the Directorship of the Company In terms of section 256 of the Companies Act, 1956 and Articles of Association of the Company Mr. R.C. Jha who retires by rotation and being eligible offers himself for re-appointment.

Appropriate resolutions seeking your approval to the appointments of Mr. Sehgal, Mr. Saha, Mr. Datta and Mr. Jha are appearing in the notice covering the 27th AGM of the Company The code of conduct applicable to the Board and employees of the Company has been adopted by the Board and all Directors and senior management of the Company have confirmed compliance with the Code of Conduct.

STATUTORY AUDITORS

The Auditors of the Company M/s. Jain & Bagaria, Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. The Company has also received their Certificate pursuant to Section 224(1B) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND RESEARCH AND DEVELOPMENT

The particulars in respect of energy conservation as per Companies (Disclosure of Particulars) Rules, 1988 is not required to be provided by your Company as it is not the industry included in the Schedule to the Rules. The Company has however taken measures for conservation of energy. The Company has installed a Divided Blast Cupola in the units at Liluah which has significantly reduced the coke consumption. Further a new Cupola has been installed at the Uluberia unit of the Company which will significantly reduce the energy consumption by the above unit. The production was carried using the previous technology. The company has a quality cell which ensures the quality of the product before being sent to customers.

PARTICULARS OF EMPLOYEES

The information required under section 217(2A) of the Companies Act ,1956 read with Companies (Particulars of Employees) Rules,1975 is not applicable as none of the employees is drawing salary more than the limit prescribed under the aforesaid Rule.

PUBLIC DEPOSITS

The Company has not taken any Public Deposits during the year.

STOCK EXCHANGE

The Equity Shares of the Company are listed with The Calcutta Stock Exchange Association Limited and Bombay Stock Exchange Limited.

CORPORATE GOVERNANCE

Your Company attaches considerable significance to good Corporate Governance. Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, a compliance report on Corporate Governance and Management Discussion and Analysis Report form part of the Annual Report alongwith the Auditors Certificate on its compliance.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that in preparation of the Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departures. The Directors have selected such accounting policies and applies 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 31.03.2010 and of the Profit and Loss of the Company for that period. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors have prepared the accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation and thanks to the Banks, Financial Institutions, various Government Authorities for their valuable assistance and co-operation and for the trust and confidence reposed in the Company by the Overseas Customers and Shareholders.

Your Directors also thank the Executives, Staff and Workforce of the Company for their efficient and dedicated services.

On Behalf of the Board



R.P. Sehgal

Managing Director



Place: Kolkata S. Saha

Dated: 6th August, 2010 Jt Managing Director