DIRECTOR'S REPORT

TO THE MEMBERS

1. Your Directors are pleased to present the Twenty Sixth Annual Report along with the Audited Financial Statement of the Company for the financial year ended on March 31,2015.

2. OPERATIONS:

There has been marginal increase in the profit during the year. Due to adverse market situation your company expects challenging time during the year.

3. DIVIDEND

In view of Marginal Profit the Board does not recommend any dividend.

4. CONSERVATION OF ENERGY. TECHNOLOGICAL ABSORPTION. FOREIGN EXCHANGE EARNING & OUTGO:

The Company has no activities requiring disclosures relating to conservation of Energy etc. The Technology is indigenous based on hand process. During the year under review the earnings Foreign Currency was Rupees NIL and the Expenditure in Foreign Currency was Rs.3087.65 Lacs.

5. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith marked as Annexure "A"

6. DIRECTOR AND KEY MANAGERIAL PERSONNEL:

Mr. Gopal Das Sarda Director of the Company liable to retire by rotation and being eligible has offered himself for re-appointment.

Mr. Joydev Roymazumder has resigned from the post of director with effect from 23.02.2015. The Board places on record its appreciation for the valuable contribution made by him during their tenure as Directorof the Company.

The Board has approved the appointment of Mr. Anup Kumar Saha as CFO and Mr. Debashish Dutta as Independent Director of the company with effect from 02 March 2015 and 22nd June, 2015 respectively.

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

7. Board Evaluation:

Pursuant to the provisions of Companies Act, 2013 and Listing Agreements, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, attendance of the meetings, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

8. Remuneration Policy:

The terms of reference / role of the Nomination and Remuneration Committee is to determine the Company's policy on the remuneration package of its Executive Directors and to determine and approve the terms & conditions and remuneration package of its Executive Directors, including revision thereoffrom time to time, and to deliberate on and decide matters incidental thereto or consequential thereof.

9. Meetings:

The details of the Board Meeting and General Meeting are given inAnnexure'B'.

10. DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(a) That in the preparation of Annual Accounts, the applicable Accounting Standard has been followed.

(b) That 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 on 31st March 2015 and the Profit and Loss for that period.

(c) That the Directors have taken proper and sufficient care for maintenance of adequate accounting Records in accordance with the provisions of the CompaniesAct, 2013 for safeguarding assets of the Company and for preventing and detecting frauds and other irregularities.

(d) That the Directors have prepared theAnnual Accounts on Going Concern Basis.

(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 had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

11. AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company consists of Sri Anjan Kumar Dutta as (Chairman) and Sri Gopal Das Sarda and Sri Shibnath Mazumder as Members. All the recommendations made by the Audit Committee were accepted by the Board.

12. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Mr. Anjan Kumar Dutta Independent non-executive director is the Chairman of the Committee. Mr. Gopal Das Sarda is the member of the Committee. Terms of Reference of the Stakeholders Relationship Committee has been revised as per the guidelines set out in the listing agreement with the BSE Limited and the Companies Act, 2013 which inter alia include looking into the security holders grievance, issue of duplicate shares, exchange of new share certificates, recording dematerialization of shares and related matters.

13. RELATED PARTY TRANSACTION:

All Related Party Transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

14. CODE OF CONDUCT:

The Company has a Code of Conduct which is applicable todirectors and management personnel of the Company. The Company believes in conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and management personnel in their business dealings and in particularon matters relating integrity in the work place, in business practices and complying with applicable laws etc. All the directors and management personnel have submitted declaration confirming compliance with the code.

15. BONUS ISSUE:

The Company has not allotted any bonus issue during the year.

16. ISSUE OF SHARES:

During the Financial year ended 31 st March, 2015:

i) The Company has not granted any Employees Stock Option.

ii) The Company has not issued any Sweat Equity Shares.

iii) The Company has not issued any equity shares with differential rights.

17. PUBLIC ISSUE:

During the year under review your Company has not issued any securities to the public.

18. PUBLIC DEPOSIT:

During the Year the Company has not accepted any Deposit from the Public, within the meaning, of section 73 of the Companies Act, 2013.

19. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE. GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of Loans given, Investments made, Guarantees given and Securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement.

20. DETAILS PERTAINING TO REMUNERATION 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.

The required details are provided in Annexure 'C annexed to this Report.

21. RISK MANAGEMENT POLICY:

Pursuant to section 134(3) (n) of the Companies Act, 2013, the Board of directors of the Company has adopted a Risk management Policy of the Company. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

22. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Ethics and Compliance Task Force which operates under the supervision of the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee.

23. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the 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. All the Board of Directors and designated employees have confirmed compliance with the Code.

24. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed. During the year the company appointed M/s R N Sen & Co. Chartered Accounts, as an internal auditor. The firm is authorized to by the Audit Committee to access the adequacy and compliance of internal control process, statutory requirements etc. The Audit Committee met regularly to review reports submitted by the Internal Auditor. The Audit Committee upon discussion with internal auditor set up applicable control measures for the Company.

25. STATUTORY AUDITORS:

M/S K.M TAPURIAH & CO, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

26. SECRETARIAL AUDITOR:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. B. L. Patni, a whole time Company Secretary in practice having Membership No. 1321, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. As regards observations made by the Secretarial Auditor we are to state that necessary steps are being taken to comply with the requirements.

27. MATERIAL CHANGES:

There are no material changes and commitments affecting the financial position of the company have accured between the date financial year of the Company and date of the report. There is no change in the nature of business of the Company.

28. NOMINATION AND REMUNERATION POLICY:

The Board of Directors of the company at their meeting held on 2nd day of July, 2015 constituted a Remuneration Committee of Directors mainly for the purposes of recommending the Company's policy on remuneration package for the Managing/Executive Directors, reviewing the structure, design and implementation of remuneration policy in respect of key management personnel.

29. SUBSIDIARY COMPANY:

The Company has no Subsidiary, Associates or Joint Ventures.

30. SIGNIFICANT AND MATERIAL ORDERS BY REGULATORS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

31. GENERAL:

Your Director further state that during the year under review, there was no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

32. ACKNOWLEDGEMENT:

For and on behalf of the Board, the Directors wish to place on record theirsincere appreciation for the Support and continued co-operation received from Banks, SEBI, Shareholders, customers, and all the staffs of the Company during the year. By Qrder Qf th@ Bogrd

For ENTERPRISE INTERNATIONAL LTD.

GOPAL DAS SARDA

Chairman

Place : Kolkata

Dated : 30th July, 2015