HG Industries Director Report

Dear Members,



Your Directors have pleasure in presenting the 27th Annual Report on

the business and operations of the Company and the Audited Financial

Statement of the Company for the financial year ended March 31, 2015.



FINANCIAL HIGHLIGHTS : (amount in Rs )



Particulars 2014-15 2013-14



Revenue from Operation 1,99,900.00 1,47,400.00



Other Income 90,55,258.00 77,80,355.00



Profit/(Loss) before Finance Cost, 14,77,088.00 9,18,654.00

useful lives of tangible

and Tax Expenses

Less :



a) Finance Cost - -



b) Depreciation & Amortization 18,60,576.00 20,35,211.00

Expenses



Profit/(loss) Before Tax (3,83,488.00) (11,16,557.00)



Provision for Tax - -



Income Tax for earlier years (40,08,580.00) -



Deferred Tax Release 20,45,791.00 1190090.00



Profit/(loss) for the year (23,46,277.00) 73,533.00



Balance Brought Forward from (1,64,87,381.00) (1,65,60,914.00)

earlier years



Adjustment of depreciation on (43,40,421.00) -

reassessment of useful lives

of tangible assets



Balance carried to Balance Sheet (2,31,74,079.00) (1,64,87,381.00)



STATE OF AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK



During the year under review, your Company continued to let out part of

its factory shades and office space. Further, in accordance with the

approval of the members under Section 293(1)(a) of the Companies Act,

1956 obtained vide resolution passed through postal ballot on 29th

December, 2009, the Company is in the process of selling out the plant

and machinery of the Unit situated at Panchalam Village, Melpettai

Post, Tindivanam, Tamilnadu - 604 307. The closure of the Company''s

unit has posed a challenge for the Company to resume operation. Your

directors are exploring alternate avenues to make the Company

operative.



DIVIDEND



In view of the losses during the period under review, your Board of

Directors are unable to recommend any dividend.



SUBSIDIARIES



Your Company had no subsidiaries during the year under review.



TRANSFER TO GENERAL RESERVE



In view of the accumulated losses, no transfer is proposed to the

General Reserve.



DIRECTORS



Your Company has received declarations from the Independent Directors

Mr. Mahesh Kumar Malpani, Mr. Beni Gopal Saraf and Mr. Pradip Manharlal

Domadia confirming that they meet the criteria of independence as

prescribed under sub-section (6) of Section 149 of the Companies Act,

2013 and other applicable laws.



During the year under review, the Board has appointed Ms. Mathangi

Ramanujam (DIN: 07095686) as Additional Director (woman director) of

the Company w.e.f. 13th February, 2015. She holds office as additional

director up to the ensuing Annual General Meeting of the Company. The

Company has received a notice in writing together with requisite

deposit of Rs. 1 Lakh under Section 160 of the Companies Act, 2013,

from a member of the Company proposing her candidature for the office

of a director liable to retire by rotation.



In accordance with the provisions of the Companies Act, 2013 and the

Articles of Association of the Company, Mr. Ramesh Kumar Haritwal (DIN:

01486666), Managing Director & CEO of the Company, will retire by

rotation at the ensuing Annual General Meeting and being eligible

offers himself for re-appointment.



None of the directors of your Company is disqualified under the

provisions of Section 164(2)(a) & (b) of the Companies Act, 2013.



CHANGES IN SHARE CAPITAL



During the year under review, there was no change in the Share Capital

of the Company.



KEY MANAGERIAL PERSONNEL



Mr. Ramesh Kumar Haritwal, Managing Director & CEO is the only Key

Managerial Personnel of the Company. There was no appointment or

resignation of Key Managerial Personnel during the year under review.



MEETINGS OF THE BOARD



During the financial year ended 31st March, 2015, four (4) meetings of

the Board of Directors of the Company were held on 30th May 2014, 13th

August 2014, 14th November 2014 and 13th February 2015. The Composition

of the Board of Directors and their attendance at the Board Meetings

during 2014-15 are as below:



Name of the directors Category of No. of

and Director Directorship Board Meetings

Identification

Number (DIN) Held Attended



Mr. Saurabh Mittal Non-Executive Chairman, 4 1

(DIN 00273917) Promoter Director



Mr. Ramesh Kumar Haritwal Managing Director & CEO 4 4

(DIN 01486666)



Mr. Beni Gopal Saraf Non-Executive- 4 4

(DIN 00267858) Independent Director



Mr. Mahesh Kumar Malpani Non-Executive- 4 4

(DIN 02603222) Independent Director



Mr. Pradip Manharlal Non- Executive- 4 4

Domadia (DIN 05292129) Independent Director



Ms. Mathangi Ramanujam Non-Executive Director 4 1

(DIN 07095686)



PERFORMANCE EvALUATION



Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of

the Equity Listing Agreement, the Independent Directors have evaluated

the performance of non-independent directors, chairperson of the

Company after considering the views of the other directors, board as a

whole and assessed the quality, quantity and timely flow of information

between the Company''s management and the Board and the Nomination and

Remuneration Committee also has carried out evaluation of performance

of every director. On the basis of evaluation made by the Independent

Directors and the Nomination and Remuneration Committee and by way of

individual and collective feedback from the non-independent Directors,

the Board has carried out the annual performance evaluation of the

Directors individually as well as evaluation of the working of the

Board and of the Committees of the Board.



The following were the Evaluation Criteria :



a. For Independent Directors :



* Knowledge and Skills -Professional conduct



* Compliance with Code of Business Ethics and Code of Conduct of the

Company, if any.



* Rendering independent and unbiased opinion



* Attendance and presence in meetings of Board and Committees



* Review of integrity of financial information and risk management



* Updation of skills and knowledge



* Raising of concerns, if any, to the Board



* Reporting of frauds, violation etc.



b. For Executive & Non- Executive Directors :



* Performance as Team Leader/Member.



* Evaluating Business Opportunity and analysis of Risk Reward Scenarios



* Sharing of Information with the Board



* Extent of participation during Board and Committee Meetings



* Whether executive directors were able to answer the queries raised by

Independent Directors, if any.



* Compliance with Code of Business Ethics and Code of Conduct of the

Company, if any.



* Review of integrity of financial information and risk management



* Raising of concerns, if any, to the Board



* Reporting of frauds, violation etc.



c. For Committees of the Board :



* Adequate and appropriate written terms of reference



* Whether the committees work in an ''inclusive'' manner



* Effectiveness of the Board''s Committees with respect to their role,

composition and their interaction with the Board -Are the committees

used to the best advantage in terms of management development,

effective decision etc.



d. For Board of Directors :



* Setting of clear performance objectives and how well it has performed

against them



* Contribution to the testing and development and strategy



* Composition of the board and its committees appropriate with the right

mix of knowledge and skills sufficient to maximize performance in the

light of future strategy



* Responding to the problems or crises that have emerged



* Relationship between Board and its Committees and between committees

themselves



* Updation with latest developments in regulatory environments and the

market in which the Company operates The Directors expressed their

satisfaction with the evaluation process.



AUDIT COMMITTEE



The Audit Committee consists of two independent directors with Mr.

Mahesh Kumar Malpani as Chairman and Mr. Beni Gopal Saraf as member and

also one executive director Mr. Ramesh Kumar Haritwal, Managing

Director & CEO as member. The Committee inter alia reviews the

Internal Control System and reports of Internal Auditors and compliance

of various regulations. The Committee also reviews the Financial

Statements before they are placed before the Board. The detailed terms

of reference of the Committee is provided herein below.



Terms of Reference for the Audit Committee are as follows:



Powers of the Audit Committee:



The Audit Committee shall have Powers, which should include the

following:



* To investigate any activity within its terms of reference.



* To seek information from any employee.



* To obtain external, legal or other professional advice.



* To secure attendance of outsiders with relevant expertise, if it is

considered necessary.



Role the Audit Committee:



The Role of the Audit shall include the following:



1. Oversight of the company''s financial reporting process and the

disclosure of its financial information to ensure that the financial

statement is correct, sufficient and credible;



2. Recommendation for appointment, remuneration and terms of

appointment of auditors of the company;



3. Approval of payment to statutory auditors for any other services

rendered by the statutory auditors except those which are specifically

prohibited;



4. Reviewing, with the management, and examination of the financial

statements and auditor''s report thereon before submission to the board

for approval, with particular reference to:



i. Matters required to be included in the Director''s Responsibility

Statement to be included in the Board''s report in terms of clause (c)

of sub-section 3 of section 134 of the Companies Act, 2013



ii. Changes, if any, in accounting policies and practices and reasons

for the same



iii. Major accounting entries involving estimates based on the exercise

of judgment by management



iv. Significant adjustments made in the financial statements arising

out of audit findings



v. Compliance with listing and other legal requirements relating to

financial statements



vi. Disclosure of any related party transactions



vii. Qualifications in the draft audit report



5. Reviewing, with the management, the quarterly financial statements

before submission to the board for approval;



6. Reviewing, with the management, the statement of uses / application

of funds raised through an issue (public issue, rights issue,

preferential issue, etc.), the statement of funds utilized for purposes

other than those stated in the offer document / prospectus / notice and

the report submitted by the monitoring agency monitoring the

utilisation of proceeds of a public or rights issue, and making

appropriate recommendations to the Board to take up steps in this

matter;



7. Review and monitor the auditor''s independence and performance, and

effectiveness of audit process;



8. Approval or any subsequent modification of transactions of the

company with related parties;



9. Scrutiny of inter-corporate loans and investments;



10. Valuation of undertakings or assets of the company, wherever it is

necessary;



11. Evaluation of internal financial controls and risk management

systems;



12. Reviewing, with the management, performance of statutory and

internal auditors, adequacy of the internal control systems;



13. Reviewing the adequacy of internal audit function, if any,

including the structure of the internal audit department, staffing and

seniority of the official heading the department, reporting structure

coverage and frequency of internal audit;



14. Discussion with internal auditors of any significant findings and

follow up there on;



15. Reviewing the findings of any internal investigations by the

internal auditors into matters where there is suspected fraud or

irregularity or a failure of internal control systems of a material

nature and reporting the matter to the board;



16. Discussion with statutory auditors before the audit commences,

about the nature and scope of audit as well as post- audit discussion

to ascertain any area of concern;



17. To look into the reasons for substantial defaults in the payment

to the depositors, debenture holders, shareholders (in case of

non-payment of declared dividends) and creditors;



18. To review the functioning of the Whistle Blower mechanism;



19. Approval of appointment of CFO (i.e., the whole-time Finance

Director or any other person heading the finance function or

discharging that function) after assessing the qualifications,

experience and background, etc. of the candidate;



20. Carrying out any other function as may be referred to by the Board

or mandated by regulatory provisions from time to time.



Review of information by the Audit Committee:



The Audit Committee shall mandatorily review the following information:



a. Management discussion and analysis of financial condition and

results of operations;



b. Statement of significant related party transactions (as defined by

the Audit Committee), submitted by management;



c. Management letters / letters of internal control weaknesses issued

by the statutory auditors;



d. Internal audit reports relating to internal control weaknesses; and



e. The appointment, removal and terms of remuneration of the Chief

internal auditor shall be subject to review by the Audit Committee.



Meetings and Attendance



During 2014-15, four (4) meetings of the Audit Committee were held on

30th May, 2014, 13th August, 2014, 14th November, 2014 and 13th

February, 2015. The attendance of the directors at the Audit Committee

Meetings during 2014-15 are as below:



Name of the Members Category No. of Meetings



Held Attended



Mr. Mahesh Kumar Malpani Non-executive - 4 4

Independent director



Mr. Ramesh Kumar Haritwal Executive- Non- 4 4

Promoter director



Mr. Beni Gopal Saraf Non-executive - 4 4

Independent director



NOMINATION AND REMUNERATION COMMITTEE



The Nomination and Remuneration Committee consists of three independent

directors with Mr. Pradip Manharlal Domadia, as Chairman and Mr. Mahesh

Kumar Malpani and Mr. Beni Gopal Saraf as members of the Committee. The

terms of reference of the Committee is given below.



Terms of Reference for the Nomination and Remuneration Committee



1. To formulate criteria for:



a. determining qualifications, positive attributes and independence of

a director;



b. evaluation of independent directors and the Board



2. To devise policies on remuneration including any compensation

related payments of the directors, key managerial personnel and other

employees and recommend the same to the board of the Company;



3. To identify persons who are qualified to:



a. become directors in accordance with the criteria laid down, and

recommend to the Board the appointment and removal of directors;



b. be appointed in senior management in accordance with the policies

of the Company and recommend their appointment to the HR Department and

to the Board.



4. To carry out evaluation of the performance of every director of the

Company.



5. To express opinion to the Board that a director possesses the

requisite qualification(s) for the practice of the profession in case

the services to be rendered by a director are of professional nature.



6. To carry out such other business as may be required by applicable

law or delegated by the Board or considered appropriate in view of the

general terms of reference and the purpose of the Nomination and

Remuneration Committee.



Meetings and attendance:



During 2014-15, one (1) meeting of the Nomination & Remuneration

Committee was held on 13th February, 2015. The attendance of the member

directors at the Nomination & Remuneration Committee meeting during

2014-15 are as below:



Name of the Members Category No. of Meetings



Held Attended



Mr. Pradip Manharlal Domadia Non-executive - 1 1

Independent director



Mr. Mahesh Kumar Malpani Non-executive - 1 1

Independent director



Mr. Beni Gopal Saraf Non-executive - 1 1

Independent director



Summary of Remuneration Policy of the Company



The Board of Directors has adopted the remuneration policy at the

recommendation of the Nomination and Remuneration Committee in

compliance with Section 178 of Companies Act, 2013 and other applicable

laws. This policy applies to all the "Executives" of the Company and is

be valid for all employment agreements entered into after the approval

of the Policy and for changes made to existing employment agreements

thereafter. In keeping with the provisions of Section 178, the

remuneration structure of the Company comprises of fixed remuneration

(including fixed supplements), performance-based remuneration (variable

salary) such as pension schemes, where applicable, other benefits in

kind and severance payment, where applicable. Further, the Policy

states that the non-executive directors and independent directors of

the Company may receive remuneration only by way of fee and

reimbursement of expenses for participation in meetings of the Board or

Committee thereof and profit related commission, as may be permissible

by the Applicable law. Additionally, the Policy also lays down the

overall selection criteria for the Executives of the Company which is

based on broad heads such as competencies, capabilities, compatibility,

strong interpersonal skills, commitment among others. The Policy also

entitles Executives to a severance fee.



STAKEHOLDERS'' RELATIONSHIP COMMITTEE



The Stakeholders'' Relationship Committee consists of two independent

directors with Mr. Beni Gopal Saraf as Chairman and Mr. Mahesh Kumar

Malpani as member of the Committee. The terms of reference of the

Committee is given below;



Terms of Reference for the Stakeholder''s Relationship Committee are as

below:



i. To ensure proper and timely attendance and redressal of grievances

of security holders of the Company in relation to:



a. Transfer of shares,



b. Non-receipt of annual reports,



c. Non-receipt of declared dividend,



d. All such complaints directly concerning the shareholders /

investors as stakeholders of the Company; and



e. Any such matters that may be considered necessary in relation to

shareholders and investors of the Company.



ii. Formulation of procedures in line with the statutory guidelines to

ensure speedy disposal of various requests received from shareholders

from time to time;



iii. To review and / or approve applications for transfer,

transmission, transposition and mutation of share certificates

including issue of duplicate certificates and new certificates on split

/ sub-division / consolidation / renewal and to deal with all related

matters.



iv. To review and approve requests of dematerialization and

rematerialisation of securities of the Company and such other related

matters;



v. Appointment and fixing of remuneration of RTA and overseeing their

performance;



vi. Review the status of the litigation(s) filed by/against the

security holders of the Company;



vii. Review the status of claims received for unclaimed shares;



viii. Recommending measures for overall improvement in the quality of

investor services;



ix. Monitoring implementation and compliance with the Company''s Code

of Conduct for Prohibition of Insider Trading in pursuance of SEBI

(Prohibition of Insider Trading) Regulations, 1992;



x. Review the impact of enactments/ amendments issued by the MCA/ SEBI

and other regulatory authorities on matters concerning the investors in

general;



xi. Such other matters as per the directions of the Board of Directors

of the Company and/ or as required under Clause 49 of the Listing

Agreements relating to Corporate Governance, as amended, from time to

time.



During 2014-15, one meeting was held on 13th February, 2015, and the

attendances of member directors were as follows:



Name of the Members Category No. of Meetings



Held Attended



Mr. Beni Gopal Saraf Non-executive - 1 1

Independent director



Mr. Mahesh Kumar Malpani Non-executive - 1 1

Independent director



The table below gives the number of complaints received, resolved and

pending during the year 2014-15.



Number of complaints:



Received Resolved Pending



Nil Nil Nil



VIGIL MECHANISM



In pursuant to the provisions of section 177(9) & (10) of the Companies

Act, 2013 and other applicable laws, a vigil mechanism or ''Whistle

Blower Policy'' for directors and employees to report genuine concerns

has been established.



RISK MANAGEMENT



The Company is taking necessary steps to identify, assess, monitor and

mitigate various risks to key business objectives. Major risks to be

identified by the businesses and functions, if any, would be

systematically addressed through mitigating actions on a continuing

basis.



INTERNAL FINANCIAL CONTROLS wITH REFERENCE TO THE FINANCIAL STATEMENTS



The Directors had laid down internal financial controls procedures to

be followed by the Company which ensure compliance with various

policies, practices and statutes in keeping with the organization''s

pace of growth and increasing complexity of operations for orderly and

efficient conduct of its business. The Audit Committee of the Board,

from time to time, evaluated the internal financial control of the

Company with regard to-



1. Systems have been laid to ensure that all transactions are executed

in accordance with management''s general and specific authorization.

There are well-laid manuals for such general or specific authorization.



2. Systems and procedures exist to ensure that all transactions are

recorded as necessary to permit preparation of financial statements in

conformity with generally accepted accounting principles or any other

criteria applicable to such statements, and to maintain accountability

for aspects and the timely preparation of reliable financial

information.



3. Access to assets is permitted only in accordance with management''s

general and specific authorization. No assets of the Company are

allowed to be used for personal purposes, except in accordance with

terms of employment or except as specifically permitted.



4. The existing assets of the Company are verified /checked at

reasonable intervals and appropriate action is taken with respect to

any differences, if any.



5. Proper systems are in place for prevention and detection of frauds

and errors and for ensuring adherence to the Company''s policies.



CORPORATE SOCIAL RESPONSIBILITY



During the year under review the compliance of the requirements of

Section 135 of the Companies Act, 2013 was not applicable to the

Company. Further, considering the financial and other factors, your

company could not take any initiative in this regard.



RELATED PARTY TRANSACTIONS



Related party transactions that were entered into during the financial

year were on arm''s length basis and were in ordinary course of

business. The particulars of material related party transactions which

were entered into on arm''s length basis are provided in Form AOC- 2 as

required under section 134(3)(h) of the Companies Act, 2013 read with

Rule 8(2) of the Companies (Accounts) Rules, 2014 which is annexed

herewith as Annexure-I. There are no materially significant related

party transactions made by the Company which may have potential

conflict with the interest of the Company.



DIRECTORS'' RESPONSIBILITY STATEMENT



In terms of the provisions of Section 134 (3) (c) of the Companies Act,

2013, the Directors state that:



a) In preparation of the annual accounts for the financial year ended

31st March, 2015, the applicable accounting standards have been

followed along with proper explanation relating to material departures;



b) the directors have selected such accounting policies as listed in

Note 1 to the financial statements and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to

give true and fair view of the state of affairs of the Company at the

end of the financial year as on 31st March, 2015 and of the profit of

the Company for that period.



c) The directors have taken proper and sufficient care for 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 have prepared the annual accounts on a going concern

basis; and



e) The directors have laid down internal financial controls to be

followed by the Company and that such internal financial controls are

adequate and were operating effectively.



f) The directors have devised proper systems to ensure compliance with

the provisions of all applicable laws and that such systems were

adequate and operating effectively.



MATERIAL CHANGES



There have been no material changes and commitments affecting the

financial position of the Company since the close of financial year

i.e. since 31st March, 2015. Further, it is hereby confirmed that there

has been no change in the nature of business of the Company.



PUBLIC DEPOSITS



During 2014-15, the Company did not invite or accept any deposits from

the public and no such deposit was outstanding at the beginning of the

year.



LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES

ACT, 2013



Details of Loans granted, Guarantees given and Investments made during

the year under review, covered under the provisions of Section 186 of

the Companies Act, 2013, are given in the Financial Statement of the

Company.



AUDITORS AND THEIR REPORT



(a) Statutory Auditors:



In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s.

D. Dhandaria & Company, Chartered Accountants, has been appointed as

Statutory Auditors of the Company till the conclusion of 29th Annual

General Meeting (AGM) for the financial year 2016-17, as approved by

the members at their 26th Annual General Meeting held on 30th

September, 2014. Further, pursuant to the requirement of Section 139 of

the Companies Act, 2013, the appointment of Statutory Auditors is to be

ratified by the members at every Annual General Meeting. Based on their

declaration received by the Company under Section 139 and 141 of the

Companies Act, 2013, they are eligible for the appointment. Members are

requested to ratify their appointment for the financial year 2015-16.



(b) Secretarial Auditors:



The Board of Directors of the Company appointed Mr. Dilip Kumar

Sarawagi, Practicing Company Secretary, Proprietor of M/s. DKS & Co.,

having office at 173, M.G. Road, 1st Floor, Kolkata - 700007, to

conduct Secretarial Audit for the financial year ended 31st March,

2015. The Secretarial Audit Report in Form MR-3 for the financial year

ended 31st March, 2015, is annexed herewith as Annexure-II.



(c) Cost Auditors:



Your Company was not required to appoint Cost Auditor for the financial

year ending 31st March, 2015.



(d) Internal Auditor:



During the year under review, the Board of Directors has appointed M/s

AS & Associates, Cost Accountants, as Internal Auditor of the Company

to carry out internal audit of the Company.



RESPONSE TO AUDITORS'' REMARKS



There is no qualification, reservation, adverse remark or disclaimer by

the Statutory Auditors in their report and hence no explanation or

comments of the Board is required in this matter.



There is no qualification, reservation, adverse remark or disclaimer by

the by the Secretarial Auditor in their Secretarial Audit Report except

that the Secretarial Auditor has reported regarding non-appointment of

Company Secretary and Chief Financial Officer by the Company as

required under Section 203 of the Companies Act, 2013 and the Rules

made thereunder. In respect of the said observation, it is stated that

though, during the year under review, the Company has taken initiative

to fill up the said vacancies caused by the resignation of the Chief

Financial Officer and Company Secretary during the financial year

2010-11, considering the gloomy financial positions and business

outlook of the Company it was not possible for the Company to employ

suitable candidates for the said vacancies.



EXTRACT OF ANNUAL RETURN



The extract of Annual Return required under Section 134(3)(a) of the

Companies Act, 2013 read with Rule 12(1) of the Companies (Management

and Administration) Rules, 2014, is provided in Form MGT- 9 as

Annexure-III to this report.



CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE

EARNINGS AND OUTGO



Owing to closure of manufacturing facility of the Company, no step was

taken by the Company towards Conservation of energy and Technology

Absorption during the year under review. Further there was no foreign

exchange earnings and outgo during the year under review.



PARTICULARS OF EMPLOYEES



The information required under Section 197 of the Companies Act, 2013

read with Rule 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith

as Annexure-IV.



FRAUD REPORTING



There was no fraud reported by the Auditors of the Company to the Audit

Committee or the Board of directors during the year under review.



DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION& REDRESSAL) ACT, 2013



No woman was in the employment of the Company during the year under

review and hence the provisions of the Sexual Harassment of Women at

Workplace (Prevention, Prohibitions Redressal) Act 2013 was not

applicable to the Company.



DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY The REGuLATORS /

COuRTS / TRIBuNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY''S

OPERATIONS IN FUTURE



During the period under review, there were no significant and material

orders passed by any regulator / court / tribunal impacting the going

concern status and the Company''s operations in future.



NON-APPLICABILITY OF CLAUSE 49 OF EQUITY LISTING AGREEMENT



Compliance with the provisions of the revised Clause 49 of the equity

listing agreement, which has become effective 1st October, 2014, is not

mandatory to your Company presently. In view of the same, the Corporate

Governance Report and Management Discussion and Analysis Report are not

provided.



ACKNOWLEDGEMENT



Your Directors place on record their sincere thanks and appreciation

for the continuing support of financial institutions, vendors, clients,

investors, Central Government, State Governments, regulatory

authorities and other stakeholders.



For and on behalf of the Board of Directors



Place : Kolkata Saurabh Mittal

Date : May 30th, 2015 Non-Executive Chairman