The Directors present their Seventy eighth Annual Report together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS                           2014-2015         2013-2014

Sales & Operating Income were                 2664.98           2971.77

Profit/Loss for the year was                 (371.60)            (41.47)

From which is deducted/added
   * Depreciation                            (177.47)           (140.89)

   * Income Tax relating to earlier year       (9.65)                 -

                                             (558.72)           (184.02)

Leaving a Balance of
To which is added :                          (851.45)           (667.43)

Making an available Surplus/Deficit of (1410.17) (851.45) Which is Carried Forward to Next Year

DIVIDEND

In view of loss, Directors do not recommend any dividend for the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORT OPERATIONS

Performance of all the Divisions are as under:-

Marketing Division: The Company has earned royalty of Rs. 407.28 lacs compared to the last year's Rs. 467.15 lacs.

Sugar Division: The crushing of sugarcane was lower to 5.92 lacs quintals compared to last year's 7.11 lacs quintals. The production of sugar was almost in confirmation with the recovery of last year. Due to rise in sugarcane prices and lower prevailing market prices of sugar and increase in cost of other inputs, it has resulted in loss during the year under review.

The Crushing Operations for the season 2014-15 started on 12th December, 2014 which was continued for 71 days compared to the last year's 79 days. Performance of the Sugar Division compared to last year is as under:-

DETAILS                                   2014-15               2013-14

Start of Crushing Season               12-12-2014            04-12-2013

Close of Crushing Season               20-02-2015            21-02-2014

Cane Crushed (in lacs Qtls)                  5.93                  7.11

Recovery (%)                                 8.35                  8.34

Sugar Production (in Qtls)                  49504                 59242

Agriculture products are fully dependent to nature. As reported last year due to less rain, the yield of sugarcane was less and supply of sugarcane from captive farms was less compared to last year.

Keeping in view the long term benefit, the company every year plants trees. This year about 20,000 trees were planted and about 3,19,000 trees are standing as on 31.03.2015 planted by the Company in last 24 years.

INDUSTRIAL STRUCTURE

There is no respite to the sugar industry from huge losses. The county's ailing sugar industry is still to see better days. The industry is passing through a deep financial crisis, caused by continuously falling ex-mill prices and increasing cost of production, due to high cane prices. The ex-mill sugar prices at present are almost lower than cost of production by about Rs. 8000/- to Rs. 9000/- per ton for moderate capacity sugar mill and in case of lower capacity sugar mills it is lower by Rs. 10,000/- to Rs. 11,000/- per ton. This has real shrunk the mills' paying capacity for purchase of cane. Due to the mills incapacity to make timely payment to the farmers, there is a mounting pile of unsettled dues to the farmers, resulting cane arrears running into thousand crores. The situation of country's sugar industry is very bleak. The estimate production of sugar is about 290 lac tons and the estimated consumption is about 235 lacs tons. It will have a huge carry forward stock will to much and as such year 2015-16 will also be bad for sugar industry.

Internal Control Systems: The Company has adequate system of internal control of safeguard company's assets. All the transactions are properly authorised, recorded and reported to the management. The Company also has adequate budgetary control system and actual performance is monitored by the management consistently.

Human Resources: The Company believes that its employees are a vital resource in the current business environment. The Company is enjoying good and congenial industrial relations at all the Divisions of the Company. As on 31st March, 2015 the total permanent employees were 78 Nos.

WHISTLE BLOWER POLICY:

To ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adopting high standards of professionalism, honesty, integrity, the company has adopted a vigil mechanism policy. This policy is explained in corporate Governance and also posted on company's website.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has been addressing various risks impacting the company and the policy of the Company on Risk Management has been established. The Risk Management policy has been uploaded on the website of the Company.

DIRECTORS AND COMMITTEES

At the 77th Annual General Meeting of the Company held on 29th September 2014, the company had appointed the existing independent directors Mr. M. K. Jalan (DIN 00598710), Mr. A. K. Kedia (DIN 00502760) and Dr. V. K. Rungta (DIN 00087032) as independent directors under the companies Act, 2013 and clause 49 of the listing agreement.

At the Board meeting held on 13th March 2015, the Board had appointed Mrs. Sulekha Dutta (DIN 07114240) as an Additional Director in the category of Executive Director.

In accordance with the provision of the Companies Act 2013 Mr. Sunil K. Khaitan (DIN 00127698) and Mr. S. Bafna (DIN 00127681) retires by rotation and being eligible offer themselves for reappointment.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the listing agreement the Board has carried out annual performance evaluation of its own performance, the directors individually as well as evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The method of evaluation has carried out and explained in Corporate Governance Report. REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGEMRIAL PESONNEL (KMP) / EMPLOYEES

The informationa required pursuent to Section 197 read with Rules of the Companies (Appointment & Remuneration of Managerial Personnel) Reules 2014 in respect of employees of the Company and Directors is furnished here under.

REMUNERATION POLICY

The Board has on the recommendations of Nomination & Remuneration Committee framed a policy of selection/appointment of Directors, Senior Management, personnel and their remunerations. The remuneration policy is stated in Corporate Governance Report.

Sl.   Name                Designation      Remuneration    Remuneration
No                                         Paid Ey.        Paid Ey.
                                           2014-15         2013-14

1.    Surendra Bafna      Executive        7.06 lacs       7.33 lacs
                          Director                         (includ LTA
                                                           1.02 lac

2.    Sulekha Dutta       CS Director      0.06 lacs           -
                          (KMP)

Sl.   Name                Increase in            Rab/Times permetion of
No                        Remuneration           Emplyoee Remuneration
                          from previous
                          year

1.    Surendra Bafna         0.93 lac                    8 Times

2.    Sulekha Dutta       Comparison is not possible as
                          she joined on 13.3.2015

During the year five Board meetings and one independent directors' meeting were held. The provisions of the Companies Act, 2013 and of listing agreement were adhered to while considering the time gap between two meetings.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and accessing to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013.

1. That in the preparation of the Annual Accounts, the applicable accounting Standards had been followed except AS-22.

2. That the Directors had selected such accounting policies and applied them consistently and made judgements 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 loss of the company for the period.

3. That the Directors have taken proper and sufficient care for preventing and detecting fraud and other irregularities.

4. That the annual financial statements have been prepared on a going concern basis.

5. That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

6. They have revised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

RELATED PARTY TRANSALTIONS

There were no contracts or arrangements entered into by the company in accordance with the provisions of Section 188 of the Companies Act, 2013. However, there were no material related party transactions in terms of clause 49 of the listing agreement. All material related party transactions that were entered into during the financial year were on an arm length basis and were in the ordinary course of business. There are no materally significant related party transactions made by the company with promoters, Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Risk and Audit Committee as also the Board for approval.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. Name of the Directors has any pecuniary relationship or transactions vis-a-vis the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the company and its future oerations.

DEPOSITS

The Company had not accepted / renewed any Deposit during the year under review and there was no outstanding deposits.

AUDITORS

STATUTORY AUDITORS

M/s Chaturvedi & Co. (Reg. No. 302137E), Chartered Accountants, have been appointed as Statutory Auditors of the company at the last Annual General Meeting for the year 2014-15 till conclusion of next Annual General Meeting. M/s Chaturvedi & Co. had resigned as Statutory Auditors on 13.02.2015. The Board of Directors had accepted its resignation and appointed M/s O. P. Sharma & Associates, Chartered Accountants, Sharma Market, 5th, 9, Old China Bazar Street, Kolkata - 700001 (Reg. No. 302137E) in the meeting held on 13.03.2015 to fill the casual vacancy caused by the resignation of M/s Chaturvedi & Co. As per Section 139(8) of the Companies Act 2013 M/s O P Sharma & Associates appointment was approved by the Shareholder in the Extra Ordinary General Meeting held on 27th May 2015.

M/s O. P. Sharma & Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for the re-appointment. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 the company had appointed M/s N K & Associats (CP No 3725) Company Secretaries to undertake the Secretarial Audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 1'.

INTERNAL AUDITORS

M/s S. Mandal & Co.,(FR No. 314188E) Chartered Accountants performs the duties of internal auditors of the company and their report was reviewed by the Audit Committee.

COST AUDITORS

Your Board has appointed M/s A B & Co. (Reg. No. 00256) qualified Cost Accountants to carry out Cost Audit of the Cost Accounts maintained by the Company in respect of Sugar Division. This appointment has to be made at the beginning of each financial year. As such an application has already been forwarded to the Central Government to approve the appointment for the current financial year.

CHANGE IN DIRECTORS AND KEY MANAGERIALS PERSONNEL

During the year Mrs. Sulekha Dutta joined as Company Secretary and Director of the Company with effective from 13.3.2015

CORPORATE GOVERNANCE REPORT

As per Clause 49 of the Listing Agreement annexed to the said report a separate report on Corporate Governance as a part of the Annual Report and the Auditors' Certificate on compliance is annexed to the said report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGOING

The information on conservations of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as 'Annexure 2.' EXTRACT OF ANNUAL RETURN

The details for forming part of the extract of Annual Return in Form MGT 9 is annexed as Annexure '3'.

PARTICULARS OF EMPLOYEES

The information required pursuant to section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnels) Rules 2014 in respect of employees of the Company is as follows:-

The company has one Executive Director who has been paid Rs. 7.06 Lacs p.a.. His remuneration was increased by 14.76% compared to last year.

Due to financial constraints no increase was made in salary/wages except increase in VDA as per Agreement with the unions. Rs 1.80 lacs was paid as sitting fees to the Directors.

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personal) Rule 2014 are (a) Employed through out the year - NIL (b) Employed part of the year - NIL.

The remuneration paid to all key managerial Personnel was in accordance with remuneration policy adopted by the company.

IMPAIRMENT OF ASSETS

Due to financial constraints and to reduce the liability of the Company to some extent your directors have to undertaken impairment of company's land through sale/long term lease of the company's agricultural land.

FINANCIAL VIABILITY OF COMPANY

The production of sugar in the country is much higher than the county's consumption and huge carry over stock of sugar. The prevailing market prices do not seem to increase. However, the company is exploring various avenues for revival of the Company.

The Sugar Industry of the Country is passing through a very bad phase for last few years. The sugar industry is not in a position even to cover cost of production. There is a wide gap between cost of production and the market prices of sugar. This has seriously affected the liquidity position of the sugar industry. Due to the said reason the Company could not pay the various dues in time e.g. Service Tax, Gratuity, wages to the workers, premium for LIC Group Gratuity Fund etc. and other dues.

The company taking steps to get the balance confirmation from Debtors/Creditors loan deposits capital advances against land, land rent etc. Your directors are taking action to get confirmation from Bank.

Deferred Tax Assets represent brought forward balance for earlier years which shall be written off in due course.

Erroneously the Form No MGT 14 with Registrar of Companies in respect of resolution passed for approval of quarterly result for June 15 was not filed. We are in process of filing the same.

We are in process of filing Form No. DIR-12, MGT 14 and MR-1 for appointment of CFO.

The company hed already paid the required licence fees to the Environmental Authorities for renewal of licence. The company is taking all necessary steps to fulfill the requirement of Environment (Protection) Act 1986. The water (Prevention and Control of Pollution) Act 1974 and the Air (Prevention and Control of Pollution) Act, 1981.

ACKNOWLEDGEMENTS

The company has been well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co-operation from Employees, suppliers Government of West Bengal, cane growers, depositors and the shareholders.

                                       For and on behalf of the Board

                                           Sunil K. Khaitan, Chairman
The 29th May, 2015                                     (Din 00127698)
Kolkata
The 29th May, 2015