Directors' Report

To The Shareholders,

The Directors have pleasure in presenting the Annual Report and Audited Accounts of your Company for the year ended 31st March, 2016:

FINANCIAL RESULTS : (Amount in Rs,)

DIVIDEND :

Your Directors have recommended a dividend @ 8 % i.e. Rs, 0.80 per equity share of Rs, 10/- each for the financial year ended 31st March, 2016 amounting to Rs, 20,81,224/- (Inclusive of tax of Rs, 3,52,024/-). The dividend payout is subject to approval of the members at the ensuing Annual General Meeting.

TRANSFER TO RESERVE :

The Directors propose to transfer a sum of Rs, 10,00,000/- to General Reserve for the year ended 31st March, 2016. OPERATIONS AND STATE OF COMPANY'S AFFAIRS :

The Company's Revenue from operations has increased from Rs, 2748.68 lacs in 2014-15 to Rs, 3542.82 lacs in 2015-16. Sale of Beverages has increased from Rs, 2415.30 lacs in 2014-15 to Rs, 3334.69 lacs in 2015-16, showing an increase of 38%. Profit after tax for 2015-16 is Rs, 163.54 lacs against Rs, 19.13 lacs in 2014-15. There was an effect of re-statement of the Financial Statement of the Company for the financial year 2012-13 on the profit of the Company for the financial year 2014-15 amounting to Rs, 117 lacs in respect of certain Auditors' qualifications as per instructions received from M/s. BSE Ltd. During the year under review, corresponding increase in the profit with the increase in sales could not be achieved due to decrease in the rental income of the Company pursuant to expiry of leasehold rights in a property, increased finance cost for putting up a new plant and increased cost of manpower. The results of full working of new plant will be reflected in the current year only. Hence profit for the year has not increased in proportion to increase in sales.

The Company had started trading of an energy drink "Bisleri Urzza" in the financial 2014-15 and was in the process of putting up a new plant at Sankrail, Howrah, West Bengal for the manufacture of said "Bisleri Urzza". However the market response for the said energy drink "Bisleri Urzza" was not up to the expectations of the Company. In the meantime M/s Bisleri International Pvt. Ltd. has launched some new soft drink products namely (I) SPYCI, (II) FONZO, (III) LIMONATA and (IV) PINACOLADA. The Company has decided not to go for manufacturing energy drink "Bisleri Urzza" and in lieu of that to go for manufacturing new soft drink products launched by M/s Bisleri International Pvt. Ltd. at its said new plant. Accordingly the Company as franchisee of M/s Bisleri International Pvt. Ltd. has commenced commercial production of said soft drinks at its new plant at Sankrail, Howrah, West Bengal with effect from 24th February, 2016. During the year under review, the new plant was operational for a part of the year and results of full working of the new plant as well as new products will be reflected in the current year only.

Leasehold rights of the Company in a property situated at 50, Chowringhee Road, Kolkata has expired on 30th September, 2015 as per terms of lease and the Company has handed over the property to the landlord or their nominee(s), as a result rental income of the Company for the year under review has decreased. Real Estate Business is stable as in earlier years. Renewal of tenancy of one tenant is due with effect from 01.09.2012 and the Company expects a good increase in its rental income from the said renewal. With the present Real Estate activities, the Directors hope for a better year ahead in the current year, subject to stable market conditions.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 is attached with this Report and marked as Annexure - I.

EXTRACT OF ANNUAL RETURN :

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return for the year ended 31st March, 2016 in the prescribed Form MGT- 9 is attached with this Report and marked as Annexure - II.

DIRECTORS :

Sri Vivek Vardhan Agarwalla (DIN: 00674395) has been appointed as an Additional Director of the Company in the category of an Independent Director with effect from 22nd March, 2016. He shall holds office up to the date of the ensuing Annual General Meeting. The Company has received notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his appointment as Independent Director of the Company.

In the opinion of the Board, Sri Vivek Vardhan Agarwalla fulfils the conditions for appointment as Independent Director. Sri Narendra Kumar Poddar (DIN: 00304291), Whole Time Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Appropriate resolutions for their appointment are being placed for consideration of the members at the ensuing Annual General Meeting.

None of the Directors is disqualified for appointment/re-appointment under Section 164 of the Companies Act, 2013. DECLARATION UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013 :

The Company has received declarations from Dr. Gora Ghose (DIN: 00217079), Sri Anil Kumar Poddar (DIN: 00304837) and Sri Vivek Vardhan Agarwalla (DIN: 00674395) that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013.

FORMAL ANNUAL EVALUATION :

The Nomination and Remuneration Committee of the Board has devised criteria for evaluation of the performance of Directors. The Board has evaluated its own performances and that of its Committees and all individual directors i.e. both Independent and Non Independent. All the Directors of the Company are found to be persons of having knowledge and experience in their respective area and their association with the Company is considered to be beneficial to the Company.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS :

The Board of Directors of the Company has adopted a Remuneration Policy in consultation with its Nomination and Remuneration Committee for determining qualifications, positive attributes and independence of a directors and criteria for directors' appointment and remuneration.

The main features of the Policy are as follows:

- The Company while constituting the Board shall draw members from diverse fields such as finance, law, administration, management, marketing, manufacturing, corporate governance, operations or other disciplines related to the Company's business. There shall be no discrimination on the basis of gender, while determining the Board composition.

- A Director shall be a person of integrity, who possesses relevant expertise and experience. He/she shall uphold ethical standards of integrity and probity and act objectively and constructively. He/she shall exercise his/her responsibilities in a bona-fide manner in the interest of the Company. Devote sufficient time and attention to his/her professional obligations for informed and balanced decision making. Assist the Company in implementing the best corporate governance practices.

- The objective of the policy is to have a compensation framework that will reward and retain talent.

- The remuneration will be such as to ensure that the correlation of remuneration to performance is clear and meets appropriate performance benchmarks.

KEY MANAGERIAL PERSONNEL :

Pursuant to Section 203 of the Companies Act, 2013 following officials are the Key Managerial Personnel of the Company:

i. Sri Narendra Kumar Poddar, Chairman;

ii. Sri Akshat Poddar, Managing Director;

iii. Sri Ballabha Das Mundhra, Executive Director;

iv. Sri Arun Kumar Singhania, Chief Financial Officer; and

v. Sri Jiyut Prasad, Company Secretary.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS :

The Board of Directors met 9(Nine) times during the year under review. The dates of such meetings were 29th May, 2015, 28th July, 2015, 13th August, 2015, 29th September, 2015, 13th November, 2015, 28th January, 2016, 11th February, 2016, 22nd March, 2016 and 26th March, 2016.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the provisions of Section 134(5) the Companies Act, 2013, the Directors hereby confirm and state that:

i. In the preparation of annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures,

ii. They have selected such accounting policies and applied them consistently and made judgment 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 of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They 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

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDITORS :

M/s Tiwari & Co., Chartered Accountants, were appointed as Statutory Auditors for a period of 3(three) years at the 53rd Annual General Meeting of the Company held on 22nd September, 2014 to hold office till the Annual General Meeting to be held in the financial year 2017-18, subject to ratification by shareholders at every Annual General Meeting. M/s Tiwari & Co., Chartered Accountants, has confirmed their willingness and eligibility in terms of the provisions of Section 141 of the Companies Act, 2013; the Chartered Accountants Act, 1949 and the rules or regulations made there under to continue as Auditors of the Company. The Board recommends ratifying their tenure of M/s Tiwari & Co. from conclusion of the ensuing Annual General Meeting till conclusion of the next Annual General Meeting.

AUDITORS' REPORT :

The Independent Auditor's Report for the financial year ended 31st March, 2016 do not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT :

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Sri Manoj Prasad Shaw of M/s Manoj Shaw & Co., Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2015-16. The Secretarial Auditors' Report received from said Auditors, forms part of this Report and marked as Annexure - III.

Board's explanations to the observations or qualifications made by the Secretarial Auditors:

- Regarding delayed appointment of 'Woman Director' pursuant to Section 149(1) of the Companies Act, 2013- The Company was looking for a suitable candidate for appointment as 'Woman Director' and the Company ultimately appointed Smt. Sarita Tulsyan as Woman Director on its Board w.e.f 29th May, 2015.

COST AUDIT :

Pursuant to the provisions of the Section 148 of the Companies Act, 2013 read with the Companies (Cost records and audit) Rules, 2014, Cost Audit is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

Particulars of loans given by the Company have been disclosed in the Note Nos. 2.11(B)(i) and 2.11(B)(ii) to the Financial Statements for the year under review. The Company has not given any guarantee or provided security in connection with a loan taken by any other person. Particulars of Investments made by the Company have been disclosed in the Note No. 2.9 to the Financial Statements for the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

All the transactions with related parties entered during the year under review were in the ordinary course of business and on the arm's length basis and the same has been duly approved by the Audit Committee. However, there was no material contract or arrangement or transaction other than arm's length basis entered with a related party during the year under review. Hence, disclosure in Form AOC- 2 is not required.

INFORMATION PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 :

(A) Conservation of energy:

i. Steps taken or impact on conservation of energy:

- Installation of Air Compressor with air receiver and suitable air dryer for Blowing Plant.

- Installation of Carbonator with plate heat exchanger for Water Treatment Plant to save time and power.

ii. The steps taken by the company for utilizing alternate sources of energy:

- The Company is making maximum use of natural lighting during day time by using transparent roof sheets.

iii. The capital investment on energy conservation equipments:

- A sum of Rs,20,53,800/- was spent towards acquisition of energy conservation equipments during the year under review.

(B) Technology Absorption:

i. The efforts made towards technology absorption:

- Technology absorption is a continuous process. The Company keeps track of new machines and upgrade its plant and machinery with the latest available technology.

The present composition of the Audit Committee of the Company is as under:

The Company Secretary acts as Secretary of the Committee.

There is no such recommendation of the Audit Committee which has not been accepted by the Board, during the year under review.

ESTABLISHMENT OF VIGIL MECHANISM :

The Company has established a vigil mechanism/ whistle blower policy. The policy allows intimation by any director or employee or any other stakeholder to the designated officer in good faith of misconduct or unethical or improper activity through a written communication. Audit committee oversees the vigil mechanism for disposal of the complaint. Direct access to the chairman of the audit committee is also allowed in exceptional cases. The vigil mechanism/ whistle blower policy is available on Company's website www.obl.org.in.

PARTICULARS OF EMPLOYEES :

Particulars of employees pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached herewith and marked as Annexure-IV.

INTERNAL FINANCIAL CONTROL SYSTEMS :

The Company has adopted guidelines for ensuring orderly and efficient Internal Financial Controls as required under the provisions of the Companies Act, 2013. The Audit Committee after considering the views of Statutory Auditors and Internal Auditors has found that such Internal Financial Controls, commensurate with the size and operations of the Company, are adequate and operating efficiently. The Audit Committee, in consultation with the Internal Auditors, formulates the scope, function and methodology for conducting the internal audit. The Internal Financial Controls system is satisfactory as per evaluation of the Audit Committee.

DISCLOSURES :

Following disclosures are made under the Companies (Accounts) Rules, 2014:

(i) The financial summary or highlights are discussed at the beginning of this report;

(ii) There is no change in the nature of business;

(iii) The Company do not have any subsidiary, joint venture or associate Company during the year.

(iv) There is no significant and material order was passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

APPRECIATION :

Your Directors wish to express their grateful appreciation for the co-operation and support received from customers, vendors, shareholders, financial institutions, banks, regulatory authorities and the society at large. Deep appreciation is also recorded for the dedicated efforts and contribution of the employees at all levels, as without their focus, commitment and hard work, the Company's consistent growth would not have been possible, despite the challenging environment.

For and behalf of the Board

N. K. Poddar

Kolkata, 30th May, 2016 Chairman