Dear Members,

The Board takes pleasure in presenting its Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March, 2018.

1. FINANCIAL SUMMARY

(Figs in Rs. in Crores)

2. DIVIDEND

The Board of Directors recommends, for consideration of shareholders at the Annual General Meeting, a Dividend @ 20 % (Rs.2/-per share) on Equity Shares of Rs.10/- each for the year ended 31st March, 2018.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves during the current year.

4. OPERATIONS

During the year under review, the Company’s sale was Rs.328.11 crores (including exports of Rs.75.74 crores) against sales of Rs.354.28 crores (including exports of Rs.57.45 crores) during the previous year. The production was 41968 M.T. against 40544 M.T. during the previous year. Revenue from operations is lower mainly due to lower raw jute prices having consequential impact on prices of Finished Goods.

Raw jute market remained sedate with steady availability during FY18 after having witnessed extreme volatility in Q1/Q2 FY17. We have seen favorable weather conditions during the March/April 2018 sowing time (which saw record number of Kalbaisakhi thundershowers) in the South Bengal belt which is the primary source for sacking jute for the industry. However, unconfirmed reports on sowing area reduction have offset the optimism on raw jute availability. During FY18, Bangladesh imposed a ban on exports of uncut jute to protect its own jute industry.

5. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act, 2013; and as stipulated under the SEBI (Listing Obligations & Disclosure Requirements), 2015, a separate section on corporate governance along with a certificate from the Statutory Auditors of the Company confirming the compliance, is annexed and forms part of this Report.

6. EXTRACT OF THE ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return for the year ended 31st March, 2018 in Form No MGT 9 is annexed as Annexure II, forming part of this Report.

7. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The Company has not given any loan, guarantee or made any investments exceeding sixty per cent of its paid-up share capital, free reserve and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

A Related Party Policy has been devised by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to at the website of the Company www.ludlowjute.com. The Audit Committee reviews all related party transactions quarterly. Necessary approval of the Audit Committee and the Board of Directors were taken wherever required.

Further the members may note that the Company had entered into the following related party transactions at arm’s length price:

- Property taken on lease from Kirtivardhan Finvest Services Limited.

- Availing of services like maintenance, upkeep, allied services and facilities, amenities, etc., from Belvedere Gardens Limited.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as Annexure I, forming part of this Report.

10. RISK AND MITIGATING STEPS

The Company has identified various risks faced from different areas. As required under the SEBI (Listing Obligations & Disclosure Requirements), 2015, the Board has adopted a Risk Management Policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.

The Company has also formed a Risk Management Committee which monitors the risk elements and mitigation procedures at periodical intervals. The constitution and terms of reference are set out in details in the Corporate Governance Report. The risks and its mitigating factors are discussed by the Committee and subsequently placed before the Board.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Composition and terms of reference of the Corporate Social Responsibility Committee have been furnished in the Corporate Governance Report, forming part of this Report. The said policy may be referred to on the Company’s official website www.ludlowjute.com.

The Company wishes to inform the members that it is well aware and taking care of its social responsibilities and during the year the gross amount spent by the Company as CSR expenditure is Rs.5.62 Lacs.

In terms of provisions under Section 135 of the Companies Act, 2013, the CSR expenses to be incurred by the Company during the year 2017-18 was Rs.8.60 lakhs. The Company complied with all the necessary provisions of the Companies Act, 2013, by spending the said amount on the activities as identified and approved by the CSR Committee.

12. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

A Vigil Mechanism/Whistle Blower Policy has been formulated by the Company for its Directors and Employees. The policy allows intimation by affected persons in good faith of any concern or misconduct through a written communication. The Audit Committee oversees the Vigil Mechanism for disposal of the complaints. The said policy may be referred to on the Company’s website www.ludlowjute.com.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. A. C. Mukherjee, Director of the Company, has expressed his desire/intent to resign from the post of directorship of the Company, w.e.f. 8th May, 2018, due to his advancing age and on health grounds. He has been serving as Director since 14^th March, 1996. The Board has taken note and accepted the same. The Board laces on record its deep appreciation of the invaluable contributions made by Mr. A. C. Mukherji during his tenor of 22 (Twenty-two) years as Directors of the Company.

Mr. Bharat Kumar Jalan has been appointed as the Additional Director of the Company w.e.f. 7^th May, 2018.

The Board condoled the untimely demise of Mr. L.G. Toolsidass, Director of the Company who passed away on 18th April, 2018. His contribution to the progress of the Company was recognised by the members.

None of the Directors of the Company are disqualified for being appointed as a Director, as specified in Section 164(2) of the Companies Act, 2013.

I. Declaration from Independent Directors on Annual Basis

The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

II. Nomination and Remuneration Policy

The Company follows a policy on nomination and remuneration of Directors and Senior Management Employees. The Nomination and Remuneration Committee reviews the composition and diversity of the Board, keeping in view the requirements of Companies Act, 2013 and Listing Agreement and recommends to the Board, appointment/reappointment of eligible personnel including their terms of appointment and remuneration. The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes and independence of a Director has been formulated. The said policy may be referred to on the Company’s website www.ludlowjute.com.

The performance of the Board has been evaluated as per the policy laid down in that regard.

III. Ratio of Remuneration of each Director

Details of Ratio of Remuneration of each Director to the median employee’s remuneration is given Annexure IV, forming part of this Report.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable Accounting Standards had been followed;

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible 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/loss of the Company for that period;

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

d) That the Directors have prepared the accounts for the financial year ended 31^st March, 2018, on ‘a going concern’ basis;

e) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. BOARD MEETINGS

The Board of Directors of the Company met four times during the financial year ended 31^st March, 2018, at a gap not exceeding one hundred and twenty days as per Section 173 of the Companies Act, 2013. Details are available in the Corporate Governance Report forming part of this Report.

16. AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee have been furnished in the Corporate Governance Report forming a part of this Report. There have been no instances where the Board has not accepted the recommendations of the Audit Committee.

17. PARTICULARS OF EMPLOYEES

No employee of the Company was in receipt of remuneration exceeding the limit as prescribed under Section 134 of the Companies Act, 2013.

18. FIXED DEPOSIT

Your Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

19. SUBSIDIARY COMPANIES

During the year no Company became or ceased to be a subsidiary, joint venture partner or associate of the Company.

The Performance and Financial position of the subsidiaries are as hereunder: (‘in 000)

20. CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Regulation 33 of the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The Audited Consolidated Financial Statements together with Auditors’ Report form part of the Annual Report.

21. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

No material changes and commitments affecting the Financial Position of the Company have occurred between 31^st March, 2018 and the date of Board’s Report.

22. LISTING WITH STOCK EXCHANGE

Your Company is listed with Bombay Stock Exchange Limited and has paid listing fees for the financial year 2018-19.

23. STATUTORY AUDITORS

In the 38^th AGM held on 4^th September, 2017, M/s. J. K. Agarwal & Associates., Chartered Accountants, had been appointed as Statutory Auditors of the Company for a period of five years. Ratification of the appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed with this Annual Report. The observations made in the Auditors’ Report are self explanatory and therefore do not call for any further comments.

24. COST AUDITORS

As per directives of the Central Government and in pursuance to the provisions of Section 148 of the Companies Act, 2013 read with Rules framed there under, the Company is required to carry out an audit of Cost Accounts maintained by the Company in respect of each financial year. Our serving Cost Auditors’ firm, M/s. Prasad & Co., had been dissolved due to the death of one of its partners. On recommendation of the Chairman of the Audit Committee, M/s. SPK Associates., Cost Accountants, having the surviving partner of erstwhile M/s.Prasad & Co. as a Partner, has been appointed as the new Cost Auditor of the Company to conduct the audit of Cost Records of your Company for the financial year 2018-19. The remuneration proposed to be paid to them, recommended for ratification by the Audit Committee, requires ratification by the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM.

25. SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made thereunder, Mr. B.N. Khandelwal, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure III to this Report. The Report is self explanatory.

26. ENVIRONMENT AND SAFETY

Pioneering green business practices is the buzzword today. Your Company firmly believes in environment protection and conservation of natural resources to the extent possible. We have taken initiatives to produce eco-friendly products while complying with environment and pollution standards. Safety, in all aspects of manufacturing, is given full attention by the Company. The Company has also obtained certification under ISO 14001:2004 for its Environmental Management Systems.

27. APPRECIATION

Your Directors wish to place on record their appreciation for the commitment and contributions made by the employees. We would like to express our sincere gratitude to the Banks, Government Authorities, Customers, Dealers, and all Stakeholders for their continued support to the Company. We value the enduring relation and co-operation from all associates.

For and on behalf of the Board

Registered Office:

KCI Plaza, 4th Floor,

23C, Ashutosh Chowdhury Avenue, R.V. Kanoria Ajay Todi

Kolkata - 700 019 Non-Executive Chairman Managing Director

Dated: 7^th May, 2018