DIRECTORS' REPORT

Your Directors have pleasure in presenting the Twenty Ninth Annual Report together with Audited Accounts of the Company for the year ended 31st March 2015.

STATUS ON THE AFFAIR OF THE COMPANY

The Company expected to receive permission to exit from the 100% EOU Scheme for which it had applied well over five years ago and in was forced to suspended production till receipt of the de-bonding permission from the Commerce Ministry (NSEZ). Keeping in view continuing and exceptional delays in the de-bonding process, the Company's plans to recommence business have been virtually stalled by inaction by Governmental authorities. The Company can only hope that it will be in a position to restart operations this financial year, with a changed politico-administrative environment which industry in India sees as a positive indicator, with focus on implementation of stalled projects.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the company during the financial year.

DIVIDEND

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

CHANGE IN SHARE CAPITAL

There is no change in the Share Capital of the Company during the financial year.

DIRECTORS

It is proposed to re-appoint Mr. Rajeev Bali (holding DIN: 0 0772978), who is retiring by rotation on the Board of Directors. The appointment forms part of the business of the ensuing Annual General Meeting of the Company. Further Mrs. Rajwant kaur (holding DIN: 07141092) appointed as additional Director in the Board of the company on 30.03.2015 in the category of non-executive director, seeks regularization in the Board. The regularization of Director forms the part of the business of ensuing General Meeting.

MANAGEMENT DISSUCSSION AND ANALYSIS REPORT

Detail of Management Discussion & Analysis Repot is separately given in this Annual Report which forms the part of this Annual Report.

DETAILS OF STOCK EXCHANGE

Detail regarding the exchange in which the shares of the Company is listed has been provided in the Corporate Governance Report which forms the part of this Annual Report

SUBSIDARIES & JOINT VENTURE

The Company does not have any Subsidiary Company or Joint venture

RELATIONSHIP BETWEEN DIRECTORS

None of the Directors of the Company are related with each other in any manner.

DIRECTORS' RESPONSIBILITY STATEMENT

The Company has taken the utmost care in Compliances pertaining to all statutory requirements, and specifically, financial disclosure and Financial Statements have been made to give a true and fair view of the state of affairs of the Company. As required under Section 134 (5) and 134(3) (c). Based upon the detailed representation your Board of Directors confirm as under

(i) That in the preparation of the Annual Accounts for the financial year ended 31st March, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) That the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;

(iii) That the Directors had 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;

(iv) That the Directors had prepared the accounts for the Financial Year ended 31st March, 2015 on a 'going concern' basis.

(v) Internal Financial controls have been laid down by the Company and such financial controls were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Extract of the Annual Return in Form MGT-9 as per the requirement of Section 92(3), Section 134(3) (a) and Rule 11 of the Companies (Management and Administration) Rule, 2014 has been annexed with this Board of Directors Report as Annexure 1.

NUMBER OF BOARD MEETING

There were Eight meetings of the Board of Directors held during the Financial Year 2014-15, Detail of each meeting of the Board of Directors have been provided under Corporate Governance Report which form a part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTOR

Presently the company has 2 independent directors namely Mr. Devendra Manchanda and Mr. Virendra Kashyap who have given declaration that they meet the criteria of independence as provided in sub-Section (7) of Section 149 of the Companies Act, 2013.

DISCLOSURE IN RELATION TO VIGIL MECHANISM

The Board of Directors of the Company in their meeting held on 30.03.2015 adopted the Vigil Mechanism policy in compliance of Companies Act, 2013. The detail of the Policy has been provided in the corporate governance report, which forms part of this Annual Report. DISCLOSURE RELATING TO RISK MANAGEMENT POLICY

The Board of Directors of the company in their meeting held on 30.03.2015 constituted a Risk Management Committee in terms of the circular no. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 and Companies Act, 2013 and Rule Framed their under. The detail of Risk Management Committee has been provided under Corporate Governance Report, which forms part of this Annual Report.

DISCLOSURE ON NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3)(e) AND SECTION 178(3)

The Board of Directors in their meeting held on 30.03.2015 re-constituted the nomination and remuneration committee previously known as remuneration committee as per the provisions of Companies Act, 2013 and other applicable provisions thereof in place of the existing Remuneration committee. The said committee frames, adopts and recommends the nomination, remuneration & evaluation policies vide its committee meeting dated 30.03.2015. The details of the Nomination Remuneration Committee & Policy have been provided in the Corporate Governance Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY POLICY

As the Company does not meet the criteria specified in Section 135 (1) of the Companies Act, 2013, therefore it does not require to adopt the CSR policy. However, as and when the Company in future does meet the criteria, the said Committee shall be formed and appropriate Policy shall be adopted by the company as per the requirement of Companies Act, 2013 and Rules & Regulation made there under. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS WITH REFERENCE TO SECTION 134 (3) (p) OF COMPANIES ACT 2013 AND RULE 8(4) OF COMPANIES (ACCOUNTS) RULES 2014 AND CLAUSE 49 IV (B) OF LISTING AGREEMENT Pursuant to the above said provisions of the Companies Act, 2013,rules thereof and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the Directors individually as well as its Committees as per the criteria laid down in the Nomination, Remuneration and Evaluation policy. Furthermore, the independent directors have also reviewed the performance of the non - independent directors and the Board as a whole including reviewing the performance of the Chairperson of the company taking into account the views of Executive Directors and Non-Executive Directors vide their separate meeting which was held on 30.03.2015. The outcome of such evaluations of the Board, individual directors including independent directors and the Committee of the Board has been laid down in the Corporate Governance Report, which forms part of this Annual report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The Company has not made any loans, provided guarantees or made investments under this provision of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB SECTION 1 OF SECTION 188

The Company has not made any contracts or arrangement with the related parties as per the provisions of Companies Act, 2013 and Rules & Regulations made thereunder.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR  HAVE RESIGNED DURING THE YEAR

Mrs. Rajwant Kaur has been appointed as non- executive director of the Company during the year as per the requirement of Section 149(1) of the Companies Act, 2013.

Mr. Gurvinder Singh has been appointed as acting Chief Financial Officer of the Company till appointment of a full time CFO.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / STATUTORY BODIES /  COURTS

The Commissioner of Central Excise, Gurgaon passed Order No. 57/SA/CCE/2014 dated 21.05.2014  raising Customs Duty & Excise demand of Rs. 52,62,304/- along with interest thereupon.

However, the Department as well as the Company have preferred to appeal the same to Hon'ble Custom,  Excise & Services Tax Appellate Tribunal (CESTAT) against the said Order.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an independent Internal Control System, commensurate with the size, scale and complexity of its operations. The Audit Committee of the Company has been delegated power to review the internal control systems and its adequacy. The Audit Committee monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement. The report on Corporate Governance along with the Auditor's Certificate as stipulated under Clause 49 of the Listing Agreement along with Management Discussion and Analysis Statement forms part of the Annual Report. The details of the Code of Conduct and CFO Certification are furnished in Corporate Governance Report.

AUDIT COMMITTEES

As required under section 177 of the Companies Act, 2013 the Company has constituted an Audit Committee comprising of Mr. Devendra Manchanda, Mr. Rajeev Bali and Mr. Virendra Kashyap. Mr. Devendra Manchanda continues as the Chairman of the Committee. The primary functions of the  Committee comprises of reporting on accounting policies and procedures, periodical review of financial results and pointing out major discrepancies, if any, in the results, examining the internal control systems and adequacy thereof.

AUDITORS & THEIR REPORT

M/s S. K. Mittal and Co., Chartered Accountants retire at the close of this Annual General Meeting and are eligible for re-appointment. The Company has received confirmation from them that their appointment will be within the limits prescribed under Section 139 of the Companies Act, 2013 and rules made there under and that the firm is eligible for appointment and is not disqualified for appointment under the Act, the Chartered Accountants Act, 1949 and the rules and regulations made there under. The Audit Committee and Board of Directors recommend the re-appointment of M/s S.K. Mittal & Co. The necessary resolution is being placed before the shareholders for approval.

SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Companies Act, 2013 and companies (Appointment & Remuneration of Managerial personnel ) Rules, 2014 the Company has appointed JR & co. , Company Secretaries in practice to undertake the Secretarial Audit of the Company for the Financial Year 2014-15 The Report of the Secretarial Auditor is annexed herewith. The Report of the Secretarial Auditor is self  explanatory.

INTERNAL AUDITOR

The Company has appointed M/s Khanna Puri Wadhwa & Co., Chartered Accountants (Firm Registration No. 010530N) as the Internal Auditor for the Company for the Financial Year 2014-2015. The Board has further re-appointed them as the Internal Auditor for the Financial Year 2015-16.

DISCLOSURES PURSUANT TO SECTION 197 (12) AND RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 DISCLOSURE ON NUMBER OF SHARES AND CONVERTIBLE DEBENTURES HELD BY NON­EXECUTIVE DIRECTORS

Non - Executive Directors of the Company do not hold any equity share, convertible debenture or any  other securities.

DETAI LS AND INFORMATION AS REQUIRED UNDER SECTION 134 (3) (1)

No material changes or commitments, which can affect the financial position of the Company, have taken place during the year under review, and till the date ofthis Report.

NOTES TO THE ACCOUNTS ANNEXED TO THE AUDITORS' REPORT ARE SELF-EXPLANATORY AND NEED NO EXPLANATION, AS THERE IS NO QUALIFYING REMARK BY THE AUDITORS. INSIDER TRADING

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended, your  Company has instituted a comprehensive Code which lays down guidelines and advises the Directors  and Employees of the Company on procedures to be followed and disclosures to be made while dealing in securities of the Company.

FIXED DEPOSITS

The Company did not invite / accept any fixed deposits during the year under review.

SHARES

11, 17,818 Shares of the Company's paid up Equity capital has been dematerialized and the Balance of 36,63,692 are in physical form as on 31st March, 2015. The Company's Registrar is M/s. Skyline Financial Services Pvt. Ltd. And their address is detailed in the compliance report on the Corporate Governance forming part of this report. The Listing fee has been paid to Bombay Stock exchange for the Financial Year 2015-16.

FUTURE OUTLOOK

The PCB industry may have seen positive growth in 2014 at $ 59.6 Billion with a 3.7 % increase over 2013  production of rigid PCB production alone. There have been dramatic changes in technology, for the  electronics industries and therefore the PCB industry necessitating a proliferation of materials to cater to diverse, high end uses and product profiles especially the use of high performance laminates. BPA

Technology Consulting projects growth at US$ 68.5 Billion by 2016, with China still accounting for over 44% of the world's total production. However, high technology applications such as defence, aerospace, proprietary technologies and designs etc. are increasingly getting localized, with this trend beginning to gather momentum in the past few years. Also gaining ground is the concept now being dubbed as "re-shoring", with companies increasingly moving production back to their home countries as well. In line with the general trend of manufacturing industries in India since the last few years, the Indian PCB  industry too has virtually stagnated. , further exacerbated by no new large ticket investments in the  electronics industry.... Growth prospects too seem to have stagnated at as projected earlier, with a total market demand of approx. US$ 600 Million, Domestic production too has settled at approx. US$ 165

Million, with the rest being imported, , especially specialty PCBs or Multi-layer PCBs in the higher  technology space. However, with very little or no substantial investments forthcoming, this trend of import of PCBs of all types and materials will continue.

The Company expected to receive permission to exit from the 100% EOU Scheme for which it had applied well over five years now and in was forced to suspended production till receipt of the de-bonding  permission from the Commerce Ministry (NSEZ). Keeping in view continuing and exceptional delays in  the de-bonding process, the Company's plans to restart the business have been virtually stalled by  inaction by Governmental authorities. The Company can only hope that it will be in a position to restart operations this financial year, with a changed politico-administrative environment, which industry in India sees as a positive indicator with the "MAKE IN INDIA" philosophy providing impetus for domestic manufacture, which had otherwise been increasing shifting overseas.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information on conservation 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) Rule 2014, The Company has been pursuing an active policy of identifying and using eco-friendly materials and processes in its production processes, as also in every other sphere of  activity. The Company estimated 28% savings in its power/energy consumption due to this policy emphasis in its operations while in production. The Company shall continue in its endeavors to identify  new means of for such energy conservation and savings on an ongoing basis as a matter of policy.

EMPLOYEES

The Information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 in respect of employees of the Company. None of the employees of the company are in receipt of remuneration in excess of the prescribed limit.

Acknowledgments

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from our valued shareholders during the year under review. Your Directors wish to place on  record their deep sense of appreciation for the devoted services of Executives, Staff and Workers of the Company towards the growth and development of the Company.

For and on behalf of the Board of Directors

Devendra Manchanda

Director

Rajeev Bali

Managing Director

Place : New Delhi

Dated : 29.08.2015