The directors are pleased to present the 50th Annual Report and the Company's Audited Financial Statement for the financial year ended March 31, 2015.

FINANCIAL RESULTS

The Company's financial performance for the year ended March 31, 2015 is summarized below:

                                                       (In Lacs) 

                                                2014-15      2013-14

Less: Finance Cost                               194.21       256.46

                                                  26.31       787.12

Less: Depreciation                               140.76       162.57

(Loss)/Profit for the year before tax           (114.45)      624.55

Less/(Add): Exceptional Items                         -       207.62

                                                (114.45)      416.93

Excess Depreciation of earlier years 
written back                                      (2.11)       (2.43)

Loss/Profit after Exceptional Items &
before tax                                      (112.34)      419.36

Less: Provision for current taxation (net)         0.00         0.01

Less: Prior year's Income Tax                      0.06         0.07

(Loss) / Profit after tax                       (112.40)      419.28

* Revenue from operations (net) increased by 9.1% to Rs. 4557.18 Lacs from Rs. 4176.99 Lacs in the previous year.

* PBDIT decreased by 78.89% to Rs. 220.52 Lacs for the year ended 31st March, 2015 compared to previous year Rs. 1043.58 Lacs (after considering the exceptional items for sale of assets and land at Thane in the previous year).

* PBDIT increased by 240.52% to Rs. 220.52 Lacs for the year ended 31st March, 2015 compared to loss of Rs. 156.93 Lacs in the previous year (before considering exceptional items for sale of assets and land at Thane in the previous year).

* Net Profit declined by 126.81% due to Loss of Rs. 112.40 Lacs for the year ended 31st March, 2015 compared to profit of Rs. 419.28 Lacs in the previous year.

The financial year 2014-15 was the first year of the full operations at Baroda after disposal of Thane Unit.

There are no material changes and commitments have occurred after the close of the financial year till the date of this report, which affect the financial position of the Company except that the Company has entered into Marketing and Distribution Agreement with M/s. Heidelberg India Pvt. Ltd. for exclusive Marketing and Distribution in India of its products viz. all Sheetfed products which includes Low Segment, Mid Segment, Higher End Segment Inks, Spot Color Inks, Specialty Inks, UV Inks & Coatings and Water-based Inks & Coatings In the opinion of the management, this should have positive have impact on the performance of the Company from the financial year 2015-16 onwards.

DIVIDEND ANDTRANSFERTO RESERVE

In view of the loss the Directors are unable to recommend any dividend and no amount is transferred to Reserves & Surplus forthe financial year 2014-15.

MANAGEMENT DISCUSSION AND ANALYS IS STATEMENT AND CORPORATE GOVERNANCE REPORT

The statement on Management Discussion and Analysis and report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchange, forms part of the Annual Report is provided in Annexure I.

A certificate of the auditors of the Company, Soman Uday & Co., Chartered Accountants, confirming compliance of the conditions of corporate governance as stipulated in Clause 49 is annexed.

DIRECTORS'RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts forthe year ended March 31,2015, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) 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 at March 31,2015 and of the loss of the Company for the year ended on that date;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis.

e) Proper internal financial controls laid down by the Directors were followed by the Company and that Such internal financial controls are adequate and were operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such system were adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the financial year with related parties wherein ordinary course of business and on arms length basis and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required.

Your Directors draw attention of the members to Note 31 to the financial statement which sets out related party disclosures.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions relating to Corporate Social Responsibility (CSR) under section 135 of the companies Act, 2013 are not applicable to the Company.

RISKMANAGEMENT

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework (b) Overseeing that all the risks that the organization faces such as strategic financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable in addressing those risks. Risk Management Policy was reviewed and approved by the Committee. The Company manages, control, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. During the year such controls were tested and no reportable material weakness in the design or operation was observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and Articles of Association of the Company Mr. Ajay R. Shah retires by rotation and being eligible offer himself for re-appointment at the ensuing annual general meeting.

The special resolution for appointment of Mr. Sudhir Sathe as Non-Executive Independent Director, not liable to retire by rotation for the period mentioned in the resolution therein is proposed for the approval of members in terms of the provisions of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement as notified by the Securities & Exchange Board of India.

During the year under review the members approved the re-appointments of the following key managerial personnel viz. Mr. Rajnikant Kodarlal Shah as Vice Chairman & Managing Director, Mr. Abhay R. Shah, Joint Managing Director, Mr. Manoj V. Mehta, Whole Time Director and Mr. Ajay R. Shah as Whole Time Director of the Company and Mr. Sudhir Sathe, Mr. Vinay Jog and Ms. Ashwini Lad were appointed as an Independent Directors who are not liable to retire by rotation.

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement of BombayStock Exchange Limited.

The Company has devised a policy for performance in relation of Independent Directors, Board, Committees which includes criteria for performance evaluation of the Non-Executive and Executive Directors.

The detailed programs for familiarization of Independent Directors with the Company, their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company are put in place.

REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members keeping in mind the relevant provisions of the companies Act 2013 read with specific rules.The details of this policy is explained in the Corporate Governance Report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. Soman Uday & Co, Chartered Accountants, Statutory Auditors of the Company hold the office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. Soman Uday & Co. to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and they are not disqualified for re-appointment.

The Auditors'Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board has appointed D.Kothari & Associates, Practicing Company Secretary to conduct the Secretarial Audit for the financial year ended 2014-15. The Secretarial Audit report for the financial year ended March 31, 2015 is annexed herewith and marked as Annexure II to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DISCLOSURES

Audit Committee

The Audit Committee comprises Independent Directors viz. Mr. Vinay Jog, Chairman, Mr. Sudhir Sathe and Ms. Ashwini Lad as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also includes Whistle Blower Policy in terms of the Listing Agreement, includes an ethics and compliance task force comprising senior executives of the Company. Protected disclosures can be made by Whistle Blowerthrough an email or letter to the Chairman of the Audit Committee. No person has been denied access to the Audit Committee.

Meetings of the Board

Six meetings of the Board of Directors were held during the year. Forfurther details, please refer to report on Corporate Governance attached to this Annual Report.

Particulars of loans given, investments made, Guarantees given and Securities provided

The Company has not given any loans or made any investments or provided guarantees u/s 186 of the Companies Act, 2013.

Conservation of Energy, technology absorption and foreign exchange earning and outgo.

The particulars related to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the act are provided in Annexure III to this report.

Extract of Annual Return

Extract of Annual Return ofthe Company is annexed herewith as Annexu re IVto this report.

Particulars of Employees and Related disclosures

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in Annexure V to this report.

The Company does not have any employee whose particulars are required to be disclosed in terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, hence furnishing of the same does not arise.

General

Your Directors take that no disclosure or reporting required in respect ofthe following items as there were no transactions on these items during the year under review.

1) Details relating to deposits covered under Chapter V of the act.

2) Issue of Equity Shares to differential rights as to dividend, voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees ofthe Company

4) The Company does not have any subsidiaries, hence, the question of receiving remuneration or commission by the Managing Directors or Whole Time Directors of the Company from the subsidiaries does not arise.

5) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operation in the future.

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

ACKNOWLEDGEMENT

Your Directors would like to express the sincere appreciation for the assistance and co-operation received from Shareholders, Bank of Maharashtra, Government Authorities and other Business constituents during the year under review. Your Directors would also like to appreciate the commitment displayed by the human resources ofthe Company.

                           On behalf of the Board of Directors

                           R. K. Shah (Vice Chairman & Managing 
                           Director) (DIN 00011746) 

Place : Mumbai             

Date : June 22,2015        Abhay R.Shah (Joint Managing Director)
                          (DIN00016497)