DIRECTORS' REPORT TO THE STAKEHOLDERS
Your Directors have pleasure in presenting their report alongwith Audited FInancial Results of the Company for the year ended 31st March, 2008
	Year ended March 31, 2008 (Rs.in lacs)	Year ended March 31, 2007 (Rs.in lacs)
Total Income :	27,524.57	25,063.30
Profit before Interest, Depreciation and Tax	1889.23	1695.99
Less:
Interest	654.24	586.00
Depreciation	756.03	805.54
Profit Before Tax :	478.96	304.45
Provision for Tax
-Current Tax	210.60	62.00-
-Deferred Tax Liability / (Asset)	(43.98)	49.62
- Transfer from deferred Tax Reserve	-	(49.62)
-Fringe Benefit Tax	9.37	9.81-
Profit After Tax	302.97	232.64
Add : Profit brought forward from the Previous year.	682.48	595.67
Less : Adjustment relating to earlier years (taxes)	281.51	–
Amount available for appropriation	703.94	828.31
Dividend on Preference Shares	15.40	15.40
Dividend on Equity Shares	56.34	112.67
Tax on Dividend	12.19	21.76
Transfer to Capital Redemption Reserve	25.00	-
Transfer to General Reserve	100.00	-
Transfer from Capital Redemption Reserve	–	4.00
Balance carried over to next year	495.01	682.48

DIVIDEND
Your Directors recommend Payment of Dividend @ 5% (Previous year 10%) on the Equity Shares and @ 7% (previous year 7%) on the Preference Shares subject to your approval. In view of uncertainty in the availability of Raw Jute in the ensuing season & other risk factors as indicated in the Management Discussion & Analysis Report and to conserve resources for the Capital Expenditure programmes, your Directors are contrained to reduce the Equity Dividend for the Year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges is presented in a separate Section and forming part of the Directors’ Report.
CORPORATE GOVERNANCE:
The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance as prescribed by SEBI. The Corporate Governance Report and a certificate from the Auditors of the Company certifying compliance with the conditions of Corporate Governance are attached hereto and form part of the Directors’ Report.
BOARD OF DIRECTORS:
As per the provisions contained in the Companies Act, 1956 and the Articles of Association of the Company Mr. G. J. Wadhwa, Mr. D. J. Wadhwa and Dr. G. Goswami, Directors retire by rotation and being eligible, offer themselves for re-appointment.
The brief resume/details relating to Directors seeking re-appointment are furnished in the Annexure to the notice of the ensuing Annual General Meeting.
DIRECTORS’ RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanation received from the day to day operating management, your Directors make the following statements pursuant to Sub-Section (2AA) of Section 217 of the Companies Act, 1956.
(i) that in the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.
(ii) that 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 at the end of the financial year and of the profit or loss of the Company for that period.
(iii) 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,1956 and for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) that the annual accounts have been prepared on a going concern basis.
AUDITORS:
M/s. D. P. Sen & Co., auditors of the Company, hold office until conclusion of the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.
SUBSIDIARY:
As required under the provisions of Section 212 of the Companies Act, 1956, the audited accounts together with Director’s Report and Auditor’s Report of the subsidiary Companies namely, Landale & Clark Limited & Champdany Constructions Limited, are appended to and form part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENT:
In compliance with the requirements of Accounting Standards (AS-21) prescribed by the Institute of Chartered Accountants of India, on Consolidated Financial Statement, this Annual Report also includes Consolidated Financial Statement.
AUDITOR’S REPORT:
Observations of the auditors in their report have been adequately dealt with in the relevant notes in Schedule 17 of the
Accounts.
PARTICULARS AS PER SECTION 217
OF THE COMPANIES ACT, 1956:
The provision of Section 217(2A) of the Companies Act, 1956 read with rules thereunder was not applicable to the Company, since there was no employee in the service of the Company drawing a remuneration in excess of the prescribed limit.

Additional information required under Section 217(1)(e) of the Companies Act, 1956 on conservation of energy, technology absorption and foreign exchange earnings and outgo, is set out in a separate statement attached this report and forms part of it.
INDUSTRIAL RELATIONS:
Industrial Relations in all units and branches of the Company remained generally cordial and peaceful throughout the year, except for Units under suspension work & workers strike at Flax Yarm Unit as mentioned in Management Discussion & Analysis Report annexed herewith.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to place on record their appreciation of the continuous support, encouragement and co-operation received from Export-Import Bank of India, the Government of West Bengal, Financial Institutions,Company’s Bankers, customers, employees, shareholders and other business associates.

On Behalf of the Board