DIRECTORS' REPORT

To

The Members,

Your Directors take pleasure in presenting the 21st Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2015.

OPERATIONS AND BUSINESS PERFORMANCE:

The Company has almost maintained a turnover of Rs.740.83 lakhs during the year 2014-15 as against Rs.774.89 lakhs during the previous year 2013-14. The Export Sales for the year 2014-15 was Rs. 34.70 lakhs compared to Rs. 32.60 lakhs during the previous year and contributed 4.69 % of the total sales. The Company's net loss after tax for the year 2014-15 was Rs.52.70 lakhs as against loss of Rs. 4.89 lakhs in the previous year which is due to provision for deferred tax, provision for gratuity and lesser turnover. The company is competent of achieving profitability.

DIVIDEND:

The Board is unable to recommend any Dividend for the year under review due to loss of the company.

TRANSFER TO RESERVES

Your company has not made any transfer to reserve during the financial year 2014-2015.

DIRECTORS:

At the ensuing Annual General Meeting, Mr. SidharthBhandari, Directors will retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

a) In the preparation of the annual account for the year ended march31,2015, the applicable accounting standard read with the requirements set out under schedule III to the Act, have been followed and there is no material departures from the same.

b) The directors have selected such accounting policies and applied then consistently and made judgments and estimate 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 the profit of the company for the year ended on that date.

c) The director have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual account on a 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 are operating effectively; and

f) The director have devised proper system to ensure compliance with the provision of all applicable laws and that such system are adequate and operating effectively.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of the company during the year. There was no significant and material order passed by regulator or court or tribunal impacting the going concern status and company operation in future. There was no material change and commitment affecting the financial position of the company occurring between 31 March, 2015 and the date of the report.

DEPOSITS:

The Company has not accepted/renewed any deposit from the public during the year under review.

PROSPECTUS

Your company is expected to maintain a reasonable rate of growth and your director positively view the prospectus for the current year with confidence.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE REPORT

During the year under review, no company have become or ceased to be company's subsidiaries, joint ventures or associate companies. A report on the performance and financial position of each of the subsidiary, associated and joint venture companies as per the companies Act, 2013 is not applicable.

PARTICULARE OF EMPLOYEES AND RELATED DISCLOSURE

No employee of the Company had drawn salary in excess of the limits specified under Section 197(12) of the Companies Act, 2013 and the rule 5 of the company (Appointment and Remuneration of managerial personnel) rules 2014 and read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors

M/s. .Nagesh & Mylar, Chartered Accountants, Statutory Auditors, retire at the conclusion of the ensuing Annual General Meeting and a notice from a shareholder received to appoint statutory auditor other than the retiring auditor.

M/s Mishra & Co, Chartered Accountants, will be appointed as Statutory Auditor of the company subject to approval of the members in Annual General Meeting and to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty sixth AGM of the Company to be held in the year 2020 (subject to ratification of their appointment at every AGM), on such remuneration as may be mutually agreed upon between the Board of Directors and the Auditors."

Auditor's report

The note on accounts referred to in the auditor's report are self-explanatory and there are no adverse remarks or qualification in the report and therefore, do not need any further comment.

Secretarial auditor

M/s Swamy& Associates, Company Secretaries, have been appointed as Secretarial Auditors of the Company for the year 2014-15. The secretarial Audit report for the financial year ended March31, 2015 is annexure v to this report. The secretarial Audit report does not contain any qualification, reservation or adverse remark.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES:

All related party transaction 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 the Promoter, Director, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the company at large. All related party transaction are placed before the audit committee and give in the notes annexed to and forming part of this financial statement.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company is not cover under section 135 of the companies Act, 2013. So the company has not required constituting a committee and the contribution in the corporate social responsibility.

OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSED) ACT 2013

The sexual harassment of women at workplace (prevention, prohibition and redressed) act 2013 is not applicable on the company

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

The particular relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclose under the act are provide in Annexure-(A).

MANAGEMENT DISCUSSION & ANALISYS REPORT:

Management Discussion & Analysis Report for the year under review, as stipulated under clause 49 of the listing Agreement with the stock exchange in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE:

The company is committed to maintain the highest standard of corporate governance and adhere to the corporate governance requirement set out SEBI. The report on corporate Governance as stipulated under Clause 49 of the listing agreement form part of the Annual report. The requisites certificate from the auditor of the company confirming the compliance with the condition of corporate governance as stipulated under the aforesaid clause 49, is attached to this report.

RISK MANAGEMENT:

During the year, your director have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the board in (a) Overseeing and approving the company enterprise wide risk management framework; and (b) Overseeing that all the risk that the organization faces such as strategic, financial, credit, market, liquidity, security, property, property, legal, regulatory, reputation and other risk have been identified and assessed and there is adequate risk management infructure in place capable of addressing those risks. A group Risk management Policy was reviewed and approved by the committee.

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 weaknesses in the design or operation were observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provision of the act and the article of association of the company, Mr. Sidharth Bhandari, Director of the company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. K. Raghavendra Rao, Whole time director of the company retired in the November 2014.

The following policies of the company are attached herewith marked as Annexure -(C).

a) Policy for selection of the Director and determining Directors independence : and

b) Remuneration Policy for Directors, Key managerial person and other employees.

INDEPENDENT DIRECTORS DECLARATION:

The company has received declaration from all the independent director of the company of the company confirming that they meet the criteria of the independence as prescribed both under the Act and clause 49 of the listing Agreement with the stock exchanges.

MEETING OF THE BOARD

Six meeting of the board of directors were held during the year. For further details, please refer on corporate governance of the annual report.

BOARD EVALUATION

Pursuant to the provision of the companies Act, 2013 and clause of the listing agreement, the board is carried out an annual performance Evaluation of its performance, the director individually as well as the evaluation of its audit, Nomination and Remuneration and other committee. The manner in which the evaluation has been carried out has been explained in the corporate governance report. The independent directors are regularly updated on the industry and market trends, plants and process and operation performance of the company through presentations in this regard and periodic plant visit. They are also periodically kept aware of the latest development in the corporate governance, their duties as a director and relevant laws.

VIGIL MECHANISM POLICY

The company has a vigil mechanism policy to deal with the instance of fraud and mismanagement, if any. The detail of the vigil mechanism policy is explained in the corporate governance report.

PARTICULAR OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Detail of loans, Guarantee and investment covered under section 186 of the companies Act, 2013 are given in the notes to the financial statements.

SECURITIES:

The Company's shares are listed in the Stock Exchanges of Mumbai, Bangalore and Chennai. The addresses of the said Stock Exchanges are stated elsewhere in this Annual Report.

EXTRACT OF ANNUAL RETURN:

Extract of Annual return of the company is annexed herewith as Annexure (E) to this report.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude to the Governments, Financial Institutions and Banks for the assistance, co-operation and encouragement received during the year. For the continuing support of Investors, Dealers, Business Associates and Employees at all levels. Your Directors wish to place on record their sincere appreciation for their unstinting efforts in ensuring excellent performance.

Your Directors also wish to express their appreciation of dedicated efforts in pursuits of excellence put in by the employees at all levels. For and on behalf of the Board of Directors

SURENDRA BHANDARI  

CHAIRMAN CUM MANAGING DIRECTOR

SIDHARTHBHANDARI

DIRECTOR

Place: Bangalore

Date: 3rd September, 2015