The Directors have pleasure in presenting the Twenty Fifth Board's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31st March, 2015.

Financial summary or highlights/Performance of the Company (Standalone)

                                                   (Rs. in Lacs)
                          Particulars               Standalone

                                             2014-2015     2013-2014

Gross Income                                     285.54        157.77

Profit Before Interest and Depreciation            1.14       (12.62)

Finance Charges                                    0.06          0.91

Gross Profit                                       1.08       (13.52)

Provision for Depreciation                         5.62          3.07

Net Profit / Loss Before Tax from
continuing operations                            (4.54)       (16.59)

Net Profit / Loss Before Tax from
discontinuing operations                          26.42         26.68

Net Profit / Loss Before Tax                      21.88         10.09

Provision for Tax                                (5.64)        (0.32)

Net Profit After Tax                              16.23          9.77

Balance of Profit brought forward                 55.96         46.43

Balance available for appropriation               72.19         56.20

Proposed Dividend on Equity Shares                    -             -

Tax on proposed Dividend                              -             -

Transfer to General Reserve                       72.19         56.20

Transfer to Capital Reserve                       30.00         30.00

Surplus carried to Balance Sheet                 102.19         86.20

The Sales of the Company was Rs. 280.87 Lakhs in the current year as against last year Rs. 156.39 Lakhs. The profit after tax was Rs. 16.23 lakhs compared Rs. 9.77 lakhs in the previous year. Your directors are hopeful of achieving higher sales and higher profit in the next year.

Change in the nature of business.

There is no change in the nature of business of the Company DIVIDEND:

In view of past losses, Directors did not recommend any dividend for the equity shareholders for the financial year 2014-15.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SHARE CAPITAL:

Presently, the Share Capital of the Company is Rs. 903,47,000/- (includes calls in arrear of Rs. 1,98,000) divided into 90,54,500 Equity Shares of Rs. 10/- each.

CORPORATE GOVERNANCE:

Your Company complies with the provisions laid down in Corporate Governance laws. It believes in and practices good corporate governance. The Company maintains transparency and also enhances corporate accountability. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following forms part of this Annual Report:

i. Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel;

ii. Management Discussion and Analysis;

iii. Report on the Corporate Governance; and

iv. Auditors' Certificate regarding compliance of conditions of Corporate Governance

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

During this period under the review, a provision of CSR is not applicable to the Company. Hence, your Directors have not constituted the Corporate Social Responsibility (CSR) Committee.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Particulars of Loans, guarantees or Investments under section 186, are given in the Notes forming part of Financial Statements for the year ended 31st March, 2015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

A. Conservation of Energy, Technology Absorption

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review:

(a) Conservation of energy measures taken:

The Board of Directors has taken following steps to conserve the energy:

* Switching off lights, A/C and computers whenever not used.

* Power utilization on all computers, pantry and cabins.

* Planning to replace lights with low energy consumption units.

* The Board is considering the option of using solar energy resources.

* Controlled the energy consumption by optimizing the temperature inside the office premises is the major contributor for the energy conservation for the stores.

* Optimized lighting consumption by strictly controlling the operating hours as per the usage pattern.

Impact:

After constant monitoring and effective utilization, the company's electricity bill has shown reduction. The board is constantly taking initiatives and steps to reduce the bills and is optimist for a favourable output. The Board is also using energy saver equipment.

(b) Technology absorption measures:

(i) The efforts made towards Technology Absorption

The Company is searching for the advance technology which can be used in the Company's premises.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution

The benefits will be seen in future.

(iii) in case of imported technology (imported during -- the last three years reckoned from the beginning of the financial year)-

(a) the details of technology imported                       --

(b) the year of import;                                      --

(c) whether the technology been fully absorbed               --

(iv) the expenditure incurred on Research and Development

B. Foreign Exchange Earnings And Outgo:

There were no foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company does not have any employees drawing remuneration in excess of the limits specified in Section 197(12) read with Rule 5 of (Appointment and remuneration of managerial Personnel) Rules, 2014.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the financial year, your Company has entered into related party transactions. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

All related party transactions have been approved by the Audit Committee of your Company.

The policy on Related Party Transactions was approved by the Board of Directors. None of the Directors has any undue benefit or advantage in the transactions with the related parties. The details of transactions with the related parties as required under section 188 are given in "Annexure A" formingpart of this Report.

RISK POLICY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the sizeof its operations. Internal control systems comprising of policies and procedures are designed to ensure sound management of your Company's operations, safekeeping of its assets, optimal utilizations of resources, reliability of its financial information and compliance.

Systems and Procedures are periodically reviewed to keep pace with thegrowing size and complexity of your Company's operations.

DIRECTOR'S RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. The directors have 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. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The directors have prepared the annual accounts on a going concern basis.

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

DIRECTORS:

Changes in Board constitution -

The Board of Directors had appointed Mrs. Rima Bandyopadhyay(DIN: 06919771) as an Additional Woman Director in the category of Non-Executive Director with effect from 25th March, 2015. She being eligible offered herself as the Independent Woman Director. The Board recommends her to be appointed as Independent Woman Director.

In accordance with the provisions of the Companies Act, 2013, Mr. JaysukhChhganlalShah(DIN: 00334286) liable to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment.

Mrs. Rima Bandyopadhyay & Mr. JaysukhChhganlal Shah are not disqualified from being appointed as a Director as specified in terms of Section 164 of the Companies Act, 2013.

Meetings -

The Board of Directors of your Company met 11 Times during the year to carry the various matters. The Meetings were convened on30th May, 2014, 14th August, 2014, 15thSeptember, 2014, 15th November, 2014, 30th November, 2014, 05th January, 2015, 15th January, 2015, 14th February, 2015, 04th March, 2015, 13th March, 2015 and 25th March, 2015 and further details of which are given in the Corporate Governance Report forming part of this Annual Report.

Declaration by Independent Directors -

The Company has received declaration by all Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Board Evaluation -

The Board of Directors has made the formal annual evaluation of its own performance and that of its committees and individual directors and found it to be satisfactory.

Policy on Appointment and Remuneration of Directors and KMP and Remuneration Policy -

The Board has, on the recommendation of the Nomination and Remuneration Committee adopted the Remuneration Policy, which inter-alia includes policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE:

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report.

KEY MANAGERIAL PERSONNEL:

In terms of the provisions of Section 203 of the Act, Mr. VardhamanChhanganlal Shah, Managing Director, Mr. Akshit BalwantraiLakhani, Executive Director and CFO and Mr. JaysukhChhganlal Shah are the Key Managerial Personnel of your Company.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. PareshMaganlalValaniwho serves as the Chairman of the Committee, Mr. Dipak kumarPratapraiPandya and Mr. AkshitBalwantraiLakhaniareother members. The terms of reference of the Audit Committee has been furnished in the Corporate Governance Report forming a part of this Annual Report. All the recommendations made by the Audit Committee during the year were accepted by the Board.

VIGIL MECHANISM:

The Company has a vigil mechanism and Whistle Blower Policy' in terms of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement to deal with instance of fraud and mismanagement, if any, and to report concerns about unethical behavior, wrongful conduct and violation of the Company's code of conduct or ethics policy.

AUDITORS:

Statutory Auditors-

At the Annual General Meeting held on 29th September, 2014, M/s. V. S. Lalpuria& Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the Financial year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. V. S. Lalpuria& Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if their ratification is confirmed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Statutory Auditors' Observations -

The observation made in the Auditor's Report read with notes in Significant Accounting Policies are self-explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

SECRETARIAL AUDITORS:

In terms of the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s. Anish Gupta & Associates, Company Secretaries, Mumbai as Secretarial Auditor for conducting Secretarial Audit of your Company for the financial year 31.3.2015. The report of the Secretarial Auditor is annexed herewith as "Annexure B".

SECRETARIAL AUDITORS' OBSERVATIONS& COMMENTS FROM BOARD:

1. The Company has not appointed Company Secretary as KMP under section 203 of the Companies Act, 2013 and Compliance Officer as per Listing Agreement:-The Board shall ensure its compliances.

2. Internal Auditor was not appointed within 6 months as required under section 138 of the Companies Act, 2013:-The Board shall ensure its compliances.

3. The Nomination and Remuneration committee is not constituted as per the provisions of Section 178, of Companies Act, 2013 during the period under review:-The Board shall ensure its compliances.

4. The company has not published the quarterly unaudited/audited financial results in the news- papers as required under the Listing Guidelines: - Due to inadequate profits the company has not published the results in the News Paper; however the same has been immediately sent to the stock exchange for uploading on their website for making it available for public at large.

5. The Company has not updated the results, shareholding patterns, annual report and policies and other information as required under the Companies Act, 2013 and Listing Agreement on the website of the Company:-The Board shall ensure its compliances.

6. There are delays and non-submission of forms as required under the Companies Act, 2013 with the Registrar of Companies:-The Board shall ensure its compliances.

EXTRACT OF ANNUAL RETURN:

In terms of the provisions of Section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return of your Company for the financial year ended 31st March, 2015 is given in "Annexure C"

OTHER DICLOSURES;

* There were no material changes and commitments affecting the financial position of your Company between end of the financial year and the date of this report.

* Your Company has not issued any shares with differential voting.

* There was no revision in the financial statements.

* Your Company has not issued any sweat equity shares.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT, 2013;

The Company is committed to provide a safe & conducive work environment to its employees. Though the Company is not required to adopt the policy, however it ensures the safety of its women employees at workplace.Duringthe year under review, no case of sexual harassment was reported.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublishedprice sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

APPRECIATIONS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous co-operation and assistance.

                                  By Order of the Board of Directors
                                       For Indo Euro Indchem Limited

                                                                Sd/-
Place: Mumbai                                      Vardhaman C. Shah
                                                            Chairman
Date:14.08.2015                                     Din No. 00334194