Directors Report of Delta Manufacturing Ltd.

Mar 31, 2018

DIRECTORS’ REPORT

TO THE SHAREHOLDERS

The Directors have pleasure in presenting the Thirty Sixth (36^th) Directors’ Report of your Company along with the Financial Statements for the Financial Year ended 31^st March, 2018.

1. OPERATING RESULTS

Certain key aspects of your Company’s performance during the Financial Year ended 31^st March, 2018 as compared to the previous Financial Year are summarized below:

(Rs, in ‘000)

Particulars	Standalone Year Ended		Consolidated Year Ended
	31.03.2018	31.03.2017	31.03.2018	31.03.2017
Income for the year	2,49,185.42	2,10,348.87	7,34,694.11	6,43,086.42
Profit before Interest, Depreciation and Tax	21,077.82	9,349.91	42,886.47	23,142.51
Finance Charges	14,847.12	13,761.74	48,346.79	39,457.05
Profit / (Loss) before Depreciation and Taxes	6,230.70	(4,411.83)	(5,460.32)	(16,314.54)
Depreciation & Amortization	8,082.20	7,860.09	22,173.52	21,548.47
Provisions for Taxation/ Deferred Tax	(2,436.36)	315.41	4,946.22	5,742.18
Exceptional Items	-	-	-	-
Minority Interest & Profit from Associate Company	-	-	-	-
Net Profit / (Loss) for the Current Year	584.86	(12,587.33)	(32,580.05)	(43,554.84)
Add: Other Comprehensive Income (OCI)	1,201.75	(1,344.74)	252.91	(3,133.91)
Total Comprehensive Income / (Loss) for the Year	1,786.61	(13,932.06)	(32,327.14)	(46,688.75)
Earlier Years Balance Brought Forward	46,938.53	60,870.59	34,267.97	80,599.18
Net Profit available for Appropriation	48,725.14	46,938.53	1,940.84	33,910.43
Appropriation / Adjustments:
Transfer to / from Reserves	-	-	-	-
Others	-	-	-	357.54
Balance carried to Balance Sheet (including OCI)	48,725.14	46,938.53	1,940.84	34,267.97

2. DIVIDEND

The Directors do not recommend any dividend for the Financial Year ended 31^st March, 2018.

3. SHARE CAPITAL

During the year under review, there was no change in the Company’s share capital.

The paid up Capital of the Company is Rs, 6,47,10,140/- comprising of 64,71,014 Equity Shares of Rs,10/- each.

4. OVERVIEW OF OPERATIONS

During the year under review, on a consolidated basis, your Company recorded a total income of Rs, 7,34,694.11 (‘000) as compared to last year’s income of Rs, 6,43,086.42 (‘000) and net loss of '' 32,580.05 (‘000) as compared to last year’s Net loss of Rs, 43,554.84 (‘000). For further information, kindly refer to Management Discussion and Analysis Report, forming a part of this Annual Report.

5. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 (“the Act”) and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014, is appended as Annexure I to this Report.

6. NUMBER OF MEETINGS OF THE BOARD

The Board met Five (5) times in Financial Year 2017-18 viz., on 17^th May, 2017, 11^th August, 2017, 12^thSeptember, 2017, 11^th December, 2017 and 12^th February, 2018. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Annual Report.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for Financial Year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. 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 31^st March, 2018 and of the profit of the Company for that period.

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 for Financial Year ended 31^st March, 2018 on a ‘going concern’ basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Act, confirming that they meet the criteria of independence under Section 149(6) of the Act and Regulation 16 (1)(b) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

9. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act and Regulation 19 of Listing Regulations is appended as Annexure II to this Report.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the notes to the Financial Statements forming part of this Annual Report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2017-18, your Company has entered into transactions with related parties as defined under Section 2(76) of the Act, Rules made thereunder and Regulation 23 of the Listing Regulations. During the Financial Year 2017-18, the Company has not entered into transactions with related parties which qualify as material transactions as per Listing Regulations. The Form AOC - 2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is appended as Annexure III to this Report.

The details of related party transactions as required under Ind AS-24 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

The Policy on Related Party Transactions may be accessed on the Company’s website at the link: http://www.deltamagnetsgroup.com/dml/downloads/policies/Related-Party-Transaction-Policy.pdf

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

13. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is appended as Annexure IV to this Report.

14. BUSINESS RISK MANAGEMENT

The Board of Directors of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company’s business.

15. VIGIL MECHANISM

The Company has adopted Vigil Mechanism and Whistle Blower Policy for Directors and Employees in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations, to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. During the year no personnel of the Company was denied access to the Audit Committee. The said policy is also available on the Company’s website www.deltamagnets.com

16. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD

Pursuant to the provisions of the Act and Regulation 19 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board’s functioning was evaluated after taking inputs from the Directors on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

The Committees of the Board were evaluated after taking inputs from the Committee members on the basis of criteria such as degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

In a separate meeting of independent directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

17. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the year under review no company has become or ceased to be subsidiary, joint venture and associate company.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Act, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. A report on the performance and financial position of each of the subsidiaries, associate and joint venture company as per the Act and Rules made thereunder, is provided in the Financial Statement and hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Act, the audited Financial Statements, including the consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company’s website www.deltamagnets.com. These documents will also be available for inspection during working hours at our Registered Office of the Company.

Further, the Company has one material Indian subsidiary as defined under Regulation 16(1)(c) of the Listing Regulations.

The Policy for determining material subsidiaries as approved may be accessed on the Company’s website at the link:

http://www.deltamagnetsgroup.com/dml/downloads/policies/Policy-for-Determining-Material-Subsidiaries.pdf.

18. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE ACT

The Company has neither accepted nor renewed any deposits during the Financial Year 2017-18 in terms of Chapter V of the Act.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

20. INTERNAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial control with reference to financial statements.

The Company has adopted accounting policies which are in line with the Indian Accounting Standards notified under Section 133 and other applicable provisions, if any, of the Act read together with the Companies (Indian Accounting Standards) Rules, 2015.

The Company in preparing its Financial Statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also approved by the Statutory Auditors and Audit Committee.

The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company’s policies, safeguarding of Company’s assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Section 152(6)(e) of the Act, Ms. Ambika Kothari (DIN: 01162900), Director of the Company will retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers herself for re-appointment.

22. AUDITORS

1. Statutory Auditor

The Board of Directors recommends appointment of M/s. M.H.S & Associates, Chartered Accountants (Firm Registration No: 141079W) as Statutory Auditors of the Company in place of M/s. Amit Desai & Co, Chartered Accountants, whose term expires at the ensuing AGM as Statutory Auditors of the Company.

The Board of Directors of the Company at its meeting held on 10^th August, 2018 have appointed M/s. M.H.S & Associates, Chartered Accountants, subject to approval of shareholders at ensuing AGM, to hold office from the conclusion of 36^th AGM till the conclusion of 41^st AGM.

The Board recommends to the members of the Company approval of appointment of M/s. M.H.S & Associates, Chartered Accountants as the Statutory Auditors of the Company.

Your Company has received a letter from M/s. M.H.S & Associates, Chartered Accountants to the effect that their appointment, if made, would be under the second and third proviso to Section 139 (1) of the Act and that they are not disqualified within the meaning of Section 141 of the Act read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

Statutory Auditor’s Emphasis on Matter and Management’s Reply

As regard Auditors observation with respect to utilization of MAT credit entitlement of '' 1,839.31 (‘000) [on Standalone basis] and '' 4,707.31 (‘000) [on Consolidated basis], as per management’s future business projections, such credit will be fully utilized within the stipulated period.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company have appointed M/s. A. K. Jain & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31^st March, 2018. The Secretarial Audit Report is appended as Annexure V to this Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company.

No fraud has been reported by the Statutory Auditors and Secretarial Auditors to the Audit Committee or the Board.

23. CORPORATE GOVERNANCE

Pursuant to Listing Regulations, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms a part of this Annual Report.

24. AUDIT COMMITTEE OF THE COMPANY:

The Company’s Audit Committee comprises the following Directors:

1. Mr. Rajesh Jaggi (Chairman);

2. Dr. Ram H. Shroff;

3. Mr. Javed Tapia;

4. Dr. Vrajesh Udani

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

25. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VI to this Report.

26. COMPLIANCE OF THE SECRETARIAL STANDARDS

During the Financial Year, the Company has complied with the applicable Secretarial Standards i.e SS-1 and SS-2 as issued by the Institute of the Company Secretaries of India.

27. ACKNOWLEDGMENTS

Your Directors express their sincere appreciation for the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

JAYDEV MODY Chairman

Mumbai, 10^th August, 2018 DIN: 00234797

Registered Office:

B-87, MIDC, Ambad,

Nashik-422 010, Maharashtra.

CIN : L32109MH1982PLC028280

Email ID : [email protected]

Website : www.deltamagnets.com

Tel No : 91-253-2382238

Fax No : 91-253-2382926

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 33rd Directors' Report of your Company along with the financial

statements for the financial year ended 31st March, 2015.

1. OPERATING RESULTS

Certain key aspects of your Company's performance during the financial year ended 31st March, 2015, as compared to the previous financial year are summarised below:

(Rs. in '000)

Standalone Particulars Year Ended

31.03.2015 31.03.2014

Income for the year 188,353.02 153,882.75

Profit before Interest, Depreciation 20,855.22 1,665.97 and Tax

Finance Charges 3,823.17 3,023.06

Profit before Depreciation and Taxes 17,032.05 (1,357.08)

Depreciation & Amortisation 3,601.59 8,978.51

Provisions for Taxation/ Deferred Tax 2,660.39 298.85

Prior Period Items / Exceptional Items 169.83 9.25

Minority Interest & Profit from Associate - - Company

Net Profit for the Current Year 10,600.24 (10,643.68)

Earlier Years Balance Brought forward (64,720.18) (93,151.69)

Net Profit available for Appropriation 535.69 -

Transfer to/from General Reserves - 39,075.20

Balance carried to Balance Sheet (53,584.25) (64,720.18)

Consolidated Particulars Year Ended

31.03.2015 31.03.2014

Income for the year 568,299.69 511,962.98

Profit before Interest, Depreciation 34,159.97 37,860.17 and Tax

Finance Charges 9,069.21 7,685.43

Profit before Depreciation and Taxes 25,090.76 30,174.75

Depreciation & Amortisation 7,837.11 13,978.50

Provisions for Taxation/ Deferred Tax 2,995.24 (6,911.07)

Prior Period Items / Exceptional Items 1,999.54 (88.75)

Minority Interest & Profit from Associate - - Company

Net Profit for the Current Year 12,258.87 23,196.08

Earlier Years Balance Brought forward 25,369.65 (36,901.62)

Net Profit available for Appropriation 487.80 -

Transfer to/from General Reserves - 39,075.20

Balance carried to Balance Sheet 38,116.32 25,369.65

2. DIVIDEND:

The Directors do not recommend any dividend for the Financial Year Ended 31st March, 2015.

3. SHARE CAPITAL

During the year the Company has issued, 3,97,351 fully paid-up Equity Shares of Rs. 10/- each, at a price of Rs. 32.43/- per Equity Share (including a premium of Rs. 22.43/- per Equity Share) by way of Preferential Allotment to M/s. SSI Trading Private Limited on 2nd April, 2014. Consequently, the issued, subscribed and paid-up capital of the Company has increased from 60,73,663 Equity Shares of Rs. 10/- each to 64,71,014 Equity Shares of Rs. 10 /- each.

4. OVERVIEW OF OPERATIONS:

During the year under review, your Company recorded a total income of Rs. 568,299.69 Thousands (Consolidated) and Net Profit of Rs. 12,258.87 Thousands (Consolidated). For further information, kindly refer to Management Discussion and Analysis Report, forming part of this Annual report.

5. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014 is appended as Annexure I to this Annual Report.

6. NUMBER OF MEETINGS OF THE BOARD

The Board met four times in financial year 2014-15 viz., on 28th May, 2014, 4th August, 2014, 5th November, 2014 and 31st January, 2015.

7. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirm that:

i. In the preparation of the annual accounts for financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. 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 31st March, 2015 and of the profit of the Company for that period.

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 for financial year ended 31st March, 2015 on a 'going concern' basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and have been operating efficiently.

vi. The Directors have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors of the Company have submitted the declaration of Independence as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

9. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 of the Companies Act, 2013, is appended as Annexure II to this Annual Report.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2014-15, your Company has entered into transactions with related parties as defined under section 2(76) of the Companies Act, 2013 read with the Companies (Specification and Definitions Details) Rules, 2014 in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and Clause 49 of the Listing Agreement. During the financial year 2014-15, the Company has not entered into transactions with related parties which qualify as material transactions under the Listing Agreement. The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure III to this Annual Report.

The details of related party transactions as required under Accounting Standard-18 are set out in notes to accounts to the Standalone Financial Statements forming part of this Annual Report.

Policy on related party transactions is available on Company's website and same may be accessed on Company's website at the link http://www.deltamagnetsgroup.com/dml/downloads/policies/Related-Party- Transaction-Policy.pdf.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report.

13. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure IV to this Annual Report.

14. BUSINESS RISK MANAGEMENT

Pursuant to Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee (RMC). The Committee comprises of Mr. Rajesh Jaggi, Dr. Ram H. Shroff and Mr. Javed Tapia. Terms of Reference of Risk Management Committee are as follows:

1. To lay down a framework for identification, measurement, analysis, evaluation, prioritization, mitigation & reporting of various risks in line with the Risk Management Policy of the Company.

2. To review the strategies, policies, frameworks, models and procedures that lead to the identification, measurement, reporting and mitigation of various risks.

3. To implement risk mitigation plans in the interest of the Company.

4. To help the Board define the risk appetite of the organization and to ensure that the risk is not higher than the risk appetite determined by the Board.

5. To safeguard Company's properties, interests, and interest of all stakeholders.

6. To evolve the culture, processes and structures that are directed towards the effective management of potential opportunities and adverse effects, which the business and operations of the Company are exposed to.

7. To optimize a balance between the cost of managing risk and the anticipated benefits.

8. To monitor the effectiveness of risk management functions throughout the organization. Ensure that infrastructure, resources and systems are in place for risk management and are adequate to maintain a satisfactory level of risk management discipline.

9. To create awareness among the employees to assess risks on a continuous basis and to ensure that risk awareness culture is pervasive throughout the organization.

10. To review issues raised by Internal Audit that impact the risk management framework.

11. To review and approve risk disclosure statements.

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

The business risk framework defines the risk identification and its management approach across the enterprise at various levels including documentation and reporting. The framework helps in identifying risks trend, exposure and potential impact analysis on a Company's business.

15. VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy for Directors and Employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The said policy is posted on the Company's website www.deltamagnets.com.

16. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD

Pursuant to the provisions of the Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Board, its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

17. SUBSIDIARY COMPANIES

The Company as on 31st March, 2015 has 2 direct subsidiaries. During the year under review no company has become/ceased to be a subsidiary, joint venture or associate company.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. A report on the performance and financial position of each of the subsidiary companies as per the Companies Act, 2013 is provided as Annexure A to the consolidated financial statement and hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on Company's website www.deltamagnets.com. These documents will also be available for inspection during business hours at our Registered Office of the Company.

Further, the Company does not have any material non-listed Indian subsidiary as defined under Clause 49 of the Listing Agreement, viz. an unlisted subsidiary incorporated in India, whose income or net worth (i.e. paid-up capital and free reserves) exceeds 20% of the consolidated income or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link http://www.deltamagnetsgroup.com/dml/downloads/policies/Policy-for- Determining-Material-Subsidiaries.pdf.

18. DETAILS RELATING TO DEPOSITS, COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

During the year under review, the Company has not accepted any deposit from the public.

19. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

20. INTERNAL CONTROL SYSTEM

The Company has an internal financial control system commensurate with the size and scale of its operations and the same has been operating effectively. The Internal Auditor evaluates the efficacy and adequacy of internal control system, accounting procedures and policies adopted by the Company for efficient conduct of its business, adherence to Company's policies, safeguarding of Company's assets, prevention and detection of frauds and errors and timely preparation of reliable financial information etc. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Articles of Association of the Company and the provisions of the Section 152(6)(e) of the Companies Act, 2013, Mr. Darius Khambatta (DIN: 00520338), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Dr. Ram H. Shroff (DIN: 00004865), Managing Director and Ms. Snehal Oak, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of Section 203 of the Companies Act, 2013 and Rules made thereunder and were already in office before the commencement of the Companies Act, 2013. Further, during the year pursuant to provisions of Section 203 of the Companies Act, 2013 and Rules made thereunder, Mr. Abhilash Sunny was appointed as Key Managerial Personnel of the Company to be designated as Chief Financial Officer of the Company w.e.f 31st January, 2015.

Mr. Mahesh Gupta (DIN: 00046810) resigned as Directors of the Company w.e.f. 10th September, 2014. Further, Ms. Urvi Piramal (DIN: 00044954) ceased to be a Director of the Company w.e.f. 25th September, 2014. The Board places on record its appreciation for the valuable services and guidance given by Mr. Mahesh Gupta and Ms. Urvi Piramal to the Company during their tenure as Director of the Company.

22. AUDITORS

1. Statutory Auditor

The Board of Directors recommends to re-appoint M/s. Amit Desai & Co., Chartered Accountants who were appointed as Statutory Auditors of the Company who was appointed as Statutory Auditors of the Company at last Annual General Meeting to hold office from the conclusion of 32nd Annual General Meeting till the conclusion of 36th Annual General meeting, subject to ratification of their appointment at every Annual General Meeting. The Board of Directors of the Company at its meeting held on 12th May, 2015 recommended to members of the Company ratification of appointment of M/s. Amit Desai & Co., Chartered Accountants as the Statutory Auditors of the Company for financial year 2015-2016.

Your Company has received a letter from M/s. Amit Desai & Co. to the effect that their re-appointment, if made, would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013 and that they are not disqualified within the meaning of Section 141 of the Companies Act, 2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.

Auditors Emphasis on Matter and Managements Reply

We draw your attention on the following matter in the note no. 28 (J) of the consolidated financial statements:

MAT credit entitlement of Rs. 2,868.00 ('000) is based on business projections of Company provided by Management, and the same have been relied upon by the Auditors.

Managements Reply: Based on business projections management is of the opinion that MAT credit entitlement will be absorbed.

2. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. A. K. Jain & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure V to this Annual Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by Secretarial Auditor of the Company, in his secretarial audit report.

23. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms part of this Annual Report.

24. AUDIT COMMITTEE OF THE COMPANY:

The Company's Audit Committee comprises the following Directors:

1. Mr. Rajesh Jaggi (Chairman);

2. Dr. Ram H. Shroff;

3. Mr. Javed Tapia;

The composition of the Audit Committee is in compliance with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

25. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules and disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure VI to this Annual Report.

26. ACKNOWLEDGMENTS

Your Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

JAYDEV MODY Chairman

Mumbai, 27th July, 2015

Registered Office:

B-87, MIDC, Ambad, Nashik-422 010, Maharashtra.

CIN : L32109MH1982PLC028280 Email ID : [email protected] Website : www.deltamangets.com Tel No : 91-253-2382238 Fax No :91-253-2382926

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Mar 31, 2014

Dear Members,

The Directors present their Thirty Second Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2014.

Financial Highlights

(Rs. in ''000)

Standalone

Particulars Year ended Year ended 31.03.2014 31.03.2013

Income for the year 153,882.75 1,41,678.62

Profit before Interest, Depreciation and Tax 1,665.97 5,320.70

Less :

Finance Charges 3,023.06 1,655.47

Depreciation 8,978.51 9,169.86

Provisions for Taxation/ Deferred Tax 298.85 -

Prior Period Items / Extra Ordinary Items 9.25 189.29

Net Profit/ Loss for the Current Year (10,643.68) (5,693.92)

Dividend

The Directors do not recommend any dividend for the Financial Year ended 31st March, 2014.

Operations

During the year under review, your Company recorded a total income of Rs. 511,962.98 (Rs. ''000) (Consolidated) and Net Profit of Rs. 23,196.08 (Rs. ''000) (Consolidated). For further information, kindly refer to Management Discussion and Analysis Report, forming part of this Annual report.

Subsidiary Companies

The Ministry of Corporate Affairs has vide General Circular No. 2/2011 dated February 8, 2011, granted general exemption from attaching the accounts and financial statements of subsidiary companies as provided under Section 212 (8) of the Companies Act, 1956, provided conditions specified in the said circular are fulfilled. The Company has complied with all the conditions mentioned in the above circular. Therefore, Annual Accounts of subsidiaries of the Company have not been annexed to this report. However, the same are open for the inspection at the Registered as well as Corporate Office of the Company. Any member desirous of obtaining the same may request the Company in writing.

Corporate Governance Report

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms part of this Annual Report.

Particulars of Employees

There are no employees in the Company drawing remuneration above the limit specified in terms of provisions of Section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the year.

Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange

The particulars as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are furnished in the Annexure A to this Report.

Directors

The Board of Directors of the Company have appointed Mr. Samir Chinai as an Additional Director of the Company at its meeting held on 4th August, 2014, in accordance with the provisions of Section 161 of the Companies Act, 2013 and Rules made thereunder. He holds the office as an Additional Director upto the date of the ensuing Annual General Meeting of the Company. The Company has received a notice from a member, proposing his appointment as Independent Director of the Company at the ensuing Annual General Meeting, in accordance with provisions of Section 149 and any other applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

Further pursuant to provisions of Section 149 of the Companies Act, 2013, it is proposed to seek shareholders approval for appointment of Dr. Vrajesh Udani, Mr. Rajesh Jaggi and Mr. Javed Tapia existing Directors of the Company, as non- executive Independent Directors of the Company, for one term of consecutive five years from the conclusion of ensuing Annual General Meeting of the Company.

At the ensuing Annual General Meeting, in accordance with the provisions of the Companies Act, 2013, Mr. Jaydev Mody and Ms. Urvi Piramal, Directors of the Company, retire by rotation. Mr. Jaydev Mody, being eligible, has offered himself for re-appointment as a Director of the Company. It is proposed to alter the terms of re-appointment of Mr. Jaydev Mody, Director, by making him not liable to retire by rotation. Further, Ms. Urvi Piramal, another director retiring by rotation, has not sought re-appointment and it is proposed not to fill in the vacancy caused by her retirement. The Board of Directors would like to place on record their sincere appreciation for the valuable contribution made by Ms. Urvi Piramal, from time to time, during her tenure as Director of the Company.

Further at the ensuing Annual General Meeting of the Company, it is proposed to alter the terms and conditions of appointment of Dr. Ram H. Shroff to the extent that he shall be liable to retire by rotation.

With the appointment of Mr. Samir Chinai, Dr. Vrajesh Udani, Mr. Rajesh Jaggi and Mr. Javed Tapia at the ensuing Annual General Meeting, as Independent Directors, the composition of the Board of Directors of the Company will be in accordance with provision of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement including the Revised (proposed) Clause 49 of the Listing Agreement, which shall be effective from 1st October, 2014.

The brief resume/details relating to directors, who are proposed to be appointed/ re-appointed are furnished as an Annexure to the notice of the ensuing Annual General Meeting.

Your directors recommend their appointment/reappointment at the ensuing Annual General Meeting.

Issue of Equity Shares By Way of Preferential Allotment

The Company has allotted 3,97,351 fully paid-up Equity Shares of Rs. 10/- each, at a price of Rs. 32.43/- per Equity Share (including a premium of Rs. 22.43/- per Equity Share) by way of Preferential Allotment to M/s. SSI Trading Private Limited on 2nd April, 2014 which was approved by the members of the Company by way of Postal Ballot dated 19th March, 2014.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. 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 as at 31st March, 2014 and of the loss of the Company for the year under review;

3. 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, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the Directors have prepared the accounts for the financial year ended 31st March, 2014 on ''going concern'' basis. Fixed Deposits

During the year under review, the Company has not accepted any fixed deposits from the public.

Auditors

The Board of Directors recommends to re-appoint M/s. Amit Desai & Co., Chartered Accountant as Statutory Auditors of the Company, from the conclusion of this 32nd Annual General Meeting till the conclusion of the 36th Annual General Meeting of the Company subject to ratification by the Members at every Annual General Meeting to be held during the period. M/s. Amit Desai & Co. have given their consent to act as Statutory Auditors, if re-appointed. Members are requested to consider their re-appointment. The auditors comments on the Company''s accounts for the year ended on 31st March, 2014 are self explanatory in nature and do not require any explanation as per the provisions of Section 217(3) of the Companies Act, 1956.

Cost Auditor

Your Directors have appointed M/s. DBK & Associates, Cost Accountants, as the Cost Auditors to conduct the Cost Audit for the year 2014-15.

In accordance with the Cost Audit (Report) Rules, 2011, the Cost Audit Report of the Company for the financial year ended 31st March, 2013 was filed with the Ministry of Corporate Affairs.

Acknowledgements

Your Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

By Order of the Board of Directors,

JAYDEV MODY Chairman

Mumbai, 4th August, 2014

Registered Office: B-87, MIDC, Nasik-422 010, Maharashtra.

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Mar 31, 2013

The Directors present their Thirty First Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

financial highlights

(Rs. in ''000)

standalone particulars year ended year ended 31st march, 2013 31st march, 2012

Income for the year 1,41,678.62 1,28,156.25

Proft before Interest, Depreciation and Tax 5,320.70 5,941.10

Less :

Finance Charges 1,655.47 4,037.34

Depreciation 9,169.86 9,899.68

Provisions for Taxation/ Deferred Tax

Prior Period Items / Extra Ordinary Items 189.29 78.36

Net Proft/ Loss for the Current Year (5,693.92) (8,074.28)

Balance Carried to Balance Sheet (93,151.68) (87,457.77)

Dividend

The Directors do not recommend any dividend for the Financial Year ended 31st March, 2013.

operations

During the year under review, your Company recorded a total income of 4,37,973.63 (Rs. ''000) (Consolidated) and Net Proft of (12,650.03) (Rs. ''000) (Consolidated). For further information, kindly refer to Management Discussion and Analysis Report, forming part of this Annual report.

subsidiary companies

The Ministry of Corporate Affairs has vide General Circular No. 2/2011 dated February 8, 2011, granted general exemption from attaching the accounts and fnancial statements of subsidiary companies as provided under Section 212 (8) of the Companies Act, 1956, provided conditions specifed in the said circular are fulflled. The Company has complied with all the conditions mentioned in the above circular. Therefore, Annual Accounts of subsidiaries of the Company have not been annexed to this report. However, the same are open for the inspection at the Registered as well as Corporate Offce of the Company. Any member desirous of obtaining the same may request the Company in writing.

corporate governance report

Pursuant to Clause 49 of the Listing Agreement, the Management Discussion & Analysis Report and Corporate Governance Report together with Certifcate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms part of this Annual Report.

particulars of employees

There are no employees in the Company drawing remuneration above the limit specifed in terms of provisions of Section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the year.

Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange

The particulars as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are furnished in the Annexure A to this Report.

directors

The Board of Directors of the Company have appointed Mr. Darius Khambatta as an Additional Director of the Company with effect from 1st October, 2012 in accordance with Section 260 of the Companies Act, 1956 and Articles of Association of the Company. Mr. Darius Khambatta holds offce as an Additional Director of the Company upto the date of ensuing Annual General Meeting.

Capt. Ratnakar Barick ceased to be the Director of the Company with effect from 30th September, 2012. The Board of Directors would like to place on record their sincere appreciation for the valuable contribution made by Capt. Ratnakar Barick from time to time during his tenure as Director of the Company.

At the ensuing Annual General Meeting, in accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jaydev Mody, Dr. Vrajesh Udani and Ms. Ambika Kothari, Directors of the Company retire by rotation and being eligible, offer themselves for re-appointment.

The brief resume/details relating to directors, who are proposed to be appointed/ re-appointed are furnished as an Annexure to the notice of the ensuing Annual General Meeting.

Your directors recommend their appointment/re-appointment at the ensuing Annual General Meeting.

Issue of equity shares by way of preferential allotment

The Company has allotted 12,12,800 fully paid-up Equity Shares of Re.10/- each, at a price of Rs. 28.10/- per Equity Share (including a premium of Rs. 18.10/- per Equity Share) by way of Preferential Allotment to M/s. SSI Trading Private Limited on 17th July, 2012 which was approved by the members of the Company at an Extra ordinary General Meeting of the members of the Company held on 21st June, 2012.

M/s. SSI Trading Private Limited has been inducted as promoter at the meeting of the Board of Directors of the Company held on 25th May, 2012. This induction as promoter and aforementioned preferential allotment, attracted an obligation on M/s. SSI Trading Private Limited to make an Open Offer in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations). Accordingly, the Company has received Public Announcement and Detail Public Statement dated 25th May, 2012 and 29th May, 2012 respectively, from M/s. SSI Trading Private Limited and M/s. Delta Real Estate Consultancy Private Limited in this regard.

directors'' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confrm that:

1. in the preparation of the annual accounts for the fnancial year ended 31st March, 2013, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. 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 as at 31st March, 2013 and of the loss of the Company for the year under review;

3. the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the Directors have prepared the accounts for the fnancial year ended 31st March, 2013 on ''going concern'' basis.

Fixed Deposits

During the year under review, the Company has not accepted any fxed deposits from the public.

Auditors

The Board of Directors recommends to re-appoint M/s. Amit Desai & Co., Chartered Accountant as Statutory Auditors of the Company, who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appoinment. M/s. Amit Desai & Co. have given their consent to act as Statutory Auditors, if re-appointed. Members are requested to consider their re-appointment. The auditors comments on the Company''s accounts for the year ended on 31st March, 2013 are self explanatory in nature and do not require any explanation as per the provisions of Section 217(3) of the Companies Act, 1956.

cost auditor

As per the requirement of Central Government and pursuant to the Section 233B of the Companies Act, 1956, your Company carries out an audit of cost records every year. Subject to the approval of the Central Government, the Company has appointed M/s. DBK & Associates, Cost Accountants as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2013-14. As required under the provisions of Section 224(1B) read with Section 233B(2) of the Companies Act, 1956, the Company has obtained a written confrmation from the Cost Auditor to the effect that they are eligible for appointment as Cost Auditors under Section 233B of the Companies Act, 1956 and also a certifcate certifying their independence and arm''s length relationship with the Company.

The Compliance Report for the Financial Year 2011-12 which was due to be fled with the Ministry of Corporate Affairs on or before 15th February, 2013 (as per General Circular No. 1/2013 dated 15th January, 2013 of Ministry of Corporate Affairs) was fled on 30th January, 2013.

acknowledgements

Your Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, offcers and staff, resulting in the successful performance of the Company during the year.

By order of the Board of directors,

Jaydev mody chairman

Mumbai, 7th May, 2013

Registered Offce:

B-87, MIDC, Ambad,

Nasik-422 010, Maharashtra.

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Mar 31, 2012

The Directors are pleased to present their 30th Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

Financial Highlights

(Rs. in '000)

Standalone

Particulars Year ended Year ended 31.03.2012 31.03.2011

Income for the year 128,156.25 126,596.80

Profit before Interest, Depreciation and Tax 5,941.10 20,227.15

Less :

Finance Charges 4,037.34 387.63

Depreciation 9,899.68 11,213.81

Provisions for Taxation/ Deferred Tax - (146.22)

Prior Period Items / Extra Ordinary Items 78.36 103.69

Net Profit/ Loss for the Current Year (8,074.28) 8,375.80

Dividend

The Directors do not recommend any dividend for the Financial Year ended 31st March, 2012.

Operations

During the year under review, your Company recorded a total income of Rs. 128,156.25/-(Rs. in Thousands). For further information, kindly refer to Management Discussion and Analysis Report, forming part of this Annual report.

Subsidiary companies

The Ministry of Corporate Affairs has vide General Circular No. 2/2011 dated February 8, 2011 granted general exemption from attaching the accounts and financial statements of subsidiary Companies as provided under Section 212 (8) of the Companies Act, 1956, provided conditions specified in the said circular are fulfilled. The Company has complied with all the conditions mentioned in the above circular. Therefore, Annual Accounts of subsidiary of the Company have not been annexed to this report. However, the same are open for the inspection at the Registered as well as Corporate Office of the Company. Any member desirous of obtaining the same may request the Company in writing.

Corporate Governance report

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practicing Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms part of this report.

Particulars of employees

There are no employees in the Company drawing remuneration above the limit specified in terms of provisions of Section 217(2A) of Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 during the year.

Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo

The particulars as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are furnished in the Annexure A to this Report.

Directors

At the ensuing Annual General Meeting Mr. Javed Tapia and Mr. Rajesh Jaggi will retire by rotation, and being eligible, offer themselves for re-appointment in terms of provisions of Articles of Association of the Company.

The brief resume/details relating to directors, who are proposed to be re-appointed are furnished as an Annexure to the notice of the ensuing Annual General Meeting.

Your directors recommend their reappointment at the ensuing Annual General Meeting. issue of equity shares by way of preferential Allotment

The Company has allotted 1,212,800 fully paid-up Equity Shares of Re.10/- each, at a price of Rs. 28.10/- per Equity Share (including a premium of Rs. 18.10/- per Equity Share) by way of Preferential Allotment to M/s. SSI Trading Private Limited on 17th July, 2012 which was approved by the members of the Company at an Extra Ordinary General Meeting of the members of the Company held on 21st June, 2012.

M/s. SSI Trading Private Limited has been inducted as promoter at the meeting of the Board of Directors of the Company held on 25th May, 2012. This induction as promoter and aforementioned preferential allotment, attracted an obligation on M/s. SSI Trading Private Limited to make an Open Offer in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Accordingly, the Company has received Public Announcement and Detail Public Statement dated 25th May, 2012 and 29th May, 2012 respectively, from M/s. SSI Trading Private Limited and M/s. Delta Real Estate Consultancy Private Limited in this regard.

Directors' responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirm that:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. 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 as at 31st March, 2012 and of the loss of the Company for the year under review;

3. 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, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the accounts for the financial year ended 31st March, 2012 on 'going concern' basis.

Fixed Deposits

During the year under review, the Company has not accepted any fixed deposits from the public.

Auditors

The Board of Directors recommends re-appointment of M/s. Amit Desai & Co., Chartered Accountants as Statutory Auditors of the Company, who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appointment. M/s. Amit Desai & Co. have given their consent to act as auditors, if re-appointed. Members are requested to consider their re-appointment. The auditors comments on the Company's accounts for the year ended on 31st March, 2012 are self explanatory in nature and do not require any explanation as per the provisions of Section 217(3) of the Companies Act, 1956.

Cost Auditor

The Company has come under the purview of Cost Audit for the first time in Financial Year 2011-12. Accordingly, the Board of Directors of your Company has, upon recommendations of the Audit Committee, appointed CMA R. K. Deodhar, Cost Accountant as Cost Auditors for conducting an audit of Cost Accounting Records maintained by the Company for the Financial Year 2011-12. As required under the provisions of Section 224(1B) read with Section 233B(2) of the Companies Act, 1956, the Company has obtained a written confirmation from CMA R. K. Deodhar to the effect that they are eligible for appointment as Cost Auditors under Section 233B of the Companies Act, 1956. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. The Cost Auditors shall forward their report to the Central Government, Ministry of Corporate Affairs, New Delhi for the Financial Year 2011-12, within the prescribed time limit.

Acknowledgements

Your Directors express their sincere appreciation of the co-operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

By Order of the Board of Directors,

JAYDEV MODY

Chairman

Mumbai, 7th August, 2012

Registered Office:

B-87, MIDC,

Nasik-422 010,

Maharashtra.

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Mar 31, 2010

The Directors present their 28th Annual Report together with the Audited Statement of Accounts for theyear ended 31st March 2010.

FINANCIAL HIGHLIGHTS

(Rs. In 000)

Standalone Year ended Year ended 31.03.2010 31.03.2009

Income for the year 101200.55 80225.92

Profit before Interest, 11875.82 1024.93

Depreciation and Tax

Finance Charges (90.94) (52.51)

Profit before Depreciation 11784.88 972.42

and Taxes

Depreciation (13633.05) (12502.05)

Provisions for 3321.00 (52.80)

Taxation/ Deferred Tax

Prior Period Items (163.34) (1071.97)

Net Profit / (Loss) for the 1309.49 (12654.39)

Current Year

Earlier Years Balance (89068.78) (76414.39)

Brought forward

Balance carried to (87759.29) (89068.78)

Balance Sheet

DIVIDEND

The Directors do not recommend any dividend for the Financial Year ended 31st March, 2010.

OPERATIONS

During the year under review, your Company recorded a total income of Rs. 1012.01 lacs and Net Profit ofRs. 13.09 lacs. For further information, kindly refer to Management Discussion and Analysis Report, forming part of this Annual report.

GROUPFORINTERSETRANSFEROFSHARES

As required under Clause 3(1)(e)(i) of the Securities & Exchange Board ofIndia (Substantial Acquisitionof Shares and Takeovers) Regulations, 1997 (Takeover Regulations), persons constituting group (within the meaning of group defined in Monopolies and Restrictive Trade Practices Act, 1969) for the purpose of claiming exemption from applicability of the provisions of Regulations 10 and 12 of the Takeover Regulations, are giveninAnnexureAtothis Report.

ACQUISITION

On 30th June, 2010, the Company has acquired 100% stake of MMG India Private Limited and MMG Magdev Limited, U.K.

CORPORATEGOVERNANCEREPORT

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges, the Management Discussion & Analysis Report and Corporate Governance Report together with Certificate from Practising Company Secretary, on compliance with the conditions of Corporate Governance as laid down, forms partofthis Annual Report.

PARTICULARS OF EMPLOYEES

In termsofprovisionsofSection 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of the employees are set out in the Annexure to the Directors’ Report. However, having regard to the provisions of Section 219 (1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all members of the Company and other entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered officeofthe Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE

The particulars as required under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, are furnishedinthe AnnexureBtothis Report.

DIRECTORS

The Board of Directors of the Company appointed Dr. Vrajesh Udani and Ms. Ambika Kothari as Additional Directors of the Company w.e.f. 30th July, 2010 in accordance with Section 260 of the Companies Act, 1956, and Articles of Association of the Company. Dr. Vrajesh Udani and Ms. Ambika Kothari hold office as Additional Directors upto the date of the ensuing Annual General Meeting.

At the ensuing Annual General Meeting Mr. Jaydev Mody will retire by rotation and being eligible, offers himself for re-appointment, in terms of provisions of Articles of Associationofthe Company.

The brief resume/details relating to directors, who are proposed to be appointed/re-appointed are furnished in as Annexure to the notice of the ensuing Annual General Meeting.

Your directors recommend their appointment / reappointment at the ensuing Annual General Meeting.

CHANGE OF REGISTERED AND CORPORATE OFFICE OF THE COMPANY

During the year, the Company has changed its Registered Office from 16/A, Ali Chambers, 2nd Floor, Nagindas Master Road, Fort, Mumbai - 400 001, Maharashtra to B-87, MIDC, Ambad, Nasik-422 010, Maharashtra.

Further, during the year, the Company has changed its Corporate Office from 16/A, Ali Chambers, 2nd Floor, Nagindas Master Road, Fort, Mumbai - 400 001, Maharashtra to Bayside Mall, 1st Floor, Opp. Sobo Central Mall, Tardeo Road, Haji Ali, Mumbai - 400 034, Maharashtra.

DIRECTORSRESPONSIBILITYSTATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. 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 as at 31st March, 2010 and of the profit of the Company for the year under review;

3. 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, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the Directors have prepared the accounts for the financial year ended 31st March, 2010, on going concern basis.

FIXEDDEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public.

AUDITORS

The Board ofDirectors recommends to re-appoint M/s. Amit Desai & Co., Chartered Accountants, as Statutory Auditors of the Company, who retire at the conclusion of forthcoming Annual General Meeting and are eligible for re-appoinment. M/s. Amit Desai & Co. has given his consent to act as auditors, if re-appointed. Members are requested to consider his re-appointment. The auditors comments on the Companys accounts for the year ended on 31st March, 2010, are self explanatory in nature and do not require any explanation as per the provisions of Section 217(3) of the Companies Act, 1956.

ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation of the co- operation received from shareholders, bankers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performanceofthe Company during the year.

By Order of the Board of Directors,

Date: 30th July, 2010

Jaydev Mody Chairman

Registered Office: B-87, MIDC, Ambad Nasik - 422 010, Maharashtra.