Directors Report of Magna Industries Exports Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting before you the 25 th Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2014.

[Rs. In Lacs]

PARTICULARS Year ended Year ended 31st March, 31st March, 2014 2013

Revenue from operations and Other Income 2533.52 3,096.94

Profit/ (Loss) before Interest, Depreciation and Taxation 93.28 86.87

Less: Finance Charges 2.74 2.75

Less: Depriciation 2.66 2.69

Profit /(Loss) before Taxation 87.87 81.42

Less: Provision for Taxation

* Current Year Taxation 26.32 25.60

* Deferred Tax 0.00 0.00

Net Profit (Loss) after Taxation 61.55 55.92

Balance brought forward 162.27 106.35

Balance Carried to Balance Sheet(Loss) 223.82 162.27

OPERATIONAL HIGHLIGHTS

During the year under review, the Company achieved turnover of Rs. 2,533.52 Lacs. The Company earned Net Profit after Tax amounting to Rs.61.55 Lacs as against Net Profit after Tax amounting to Rs. 55.92 Lacs for the corresponding previous financial year.

DIVIDEND

The Board of Directors of the Company do not recommend dividend for the financial year ended 31st March, 2014.

DIRECTORS

Mr. Amit Bhangar, Director of the Company retires by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment.

In accordance with Section 149(4) and other applicable provisions, if any, read with Schedule IV of the Companies Act, 2013, the Company has to appoint 1/3rd of the total Directors as Independent Directors, for a maximum period of 5 years and who are not liable to retire by rotation.

Accordingly, the Board of Directors proposes to appoint the existing Independent Directors i.e. Mr. Rajesh Pandey, Mr. Rajendra Mokashi and Mr. Asim Kumar Saha as Independent Directors of the Company under Section 149 of the Companies Act, 2013 for term up to 1 (one) year, respectively, in ensuing Annual General Meeting.

The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

AUDITORS

M/s. P. Bohra & Co., Chartered Accountants, Mumbai, Auditors of the Company retires at the conclusion of this Annual General Meeting. They are eligible for reappointment and indicated their willingness to act as an Auditor, if appointed and the appointment shall be in the limits prescribed under the provision of Section 224(1B) the Companies Act, 1956.

Auditors'' Report:

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

PARTICULARS OF EMPLOYEES

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rules, 2011 for the year ended 31stMarch, 2014 is not applicable to the Company as none of the employees is drawing remuneration more than the limits presently specified under the said rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The operations of the company are not energy-intensive. However, adequate measures have been taken to reduce energy consumption by using energy efficient computers and equipments with the latest technologies. Your Company constantly evaluates new technologies and invests in them to make its infrastructure more energy-efficient.

During the year under review, the Company has entered into foreign currency transactions and details thereof given in the Note ''7'' of the notes to the account for financial results.

PUBLIC DEPOSITS

During the period under review, the Company did not accept deposits in terms of Section 58A of the Companies Act, 1956 and pursuant to the provision of the Non-Banking Financial Companies (Reserve Bank) Directions, 1997.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)

Your Directors hereby report that:

(a) in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2014;

(c) Proper and sufficient care has been taken 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;

(d) annual accounts have been prepared on a going concern basis.

RENAME THE EXISTING REMUNERATION COMMITTEE & SHAREHOLDERS GRIEVANCE COMMITTEE AS PER COMPANIES ACT, 2013:

The existing Remuneration Committee of the company be renamed as Nomination And Remuneration Committee and further the scope of the said committee be expanded as per the requirements of provisions of section 178 (2) and section 178 (3) of the Companies Act, 2013.

The existing Shareholders Grievance Committee of the company be renamed as Stakeholders Relationship Committee which will resolve the grievances of the security holders of the company as per the requirements of provisions of section 178 (6) of the Companies Act, 2013.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE AND COMPLIANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as generally prevalent.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

ACKNOWLEDGEMENT

The Board of Directors takes the opportunity to thank the Bankers and Government for the Co- operations and support by them from time to time in the operation of the company during the year. The Board also places on record its deep appreciation for the contribution made by the employees at all levels.

By Order of the Board

Mohanlal Bhangar Chairman

Place: Mumbai Satish Bhangar Date:05/09/2014 Managing Director

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Mar 31, 2013

To, The Members of Magna Industries and Exports Limited

The Directors have pleasure in presenting before you the 24th Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2013.

[Rs. In Lacs]

PARTICULARS Year ended Year ended 31st March, 2013 31st March, 2012

Revenue from operations and Other Income 3,096.93 2683.02

Profit/ (Loss) before Interest, Depreciation and Taxatio 89.82 71.67

Less: Finance Charges 2.75 1.69

Less: Depreciation 5.64 2.69

Profit /(Loss) before Taxation 81.43 67.28

Less: Provision for Taxation

- Current Year Taxation 25.16 24.00

- Deferred Tax 0.10 (0.10)

Net Profit (Loss) after Taxation 56.1 43.38

Balance brought forward 106.35 62.97

Balance Carried to Balance Sheet 162.45 106.35

OPERATIONAL HIGHLIGHTS

During the year under review, the Company achieved turnover of Rs. 3,096.93 Lacs as against Rs. 2683.02 Lacs in previous year i.e. increase by Rs. 413.91 Lacs, as compared to the corresponding previous year. The Company earned Net Profit after Tax amounting to Rs. 56.10 Lacs as against Net Profit after Tax amounting to Rs. 43.38 Lacs for the corresponding previous financial year.

DIVIDEND

The Board of Directors of the Company do not recommend dividend for the financial year ended 31st March, 2013.

DIRECTORS

Mr. Mohanlal Bhangar and Mr. Rajendra Mokashi, Directors of the Company retire by rotation at this Annual General Meeting and being eligible, offer themselves for re-appointment

AUDITORS

M/s. P. Bohra & Co., Chartered Accountants, Mumbai, Auditors of the Company retires at the conclusion of this Annual General Meeting. They are eligible for reappointment and indicated their willingness to act as an Auditor, if appointed and the appointment shall be in the limits prescribed under the provision of Section 224(1B) the Companies Act, 1956.

Auditors* Report:

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

PARTICULARS OF EMPLOYEES

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rules, 2011 for the year ended 31st March, 2013 is not applicable to the Company as none of the employees is drawing remuneration more than the limits presently specified under the said rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO

The operations of the company are not energy-intensive. However, adequate measures have been taken to reduce energy consumption by using energy efficient computers and equipments with the latest technologies. Your Company constantly evaluates new technologies and invests in them to make its infrastructure more energy-efficient

PUBLIC DEPOSITS

During the period under review, the Company did not accept deposits in terms of Section 58A of the Companies Act, 1956 and pursuant to the provision of the Non-Banking Financial Companies (Reserve Bank) Directions, 1997.

DIRECTORS'' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA)

Your Directors hereby report that:

(a) In the preparation of annual accounts, the applicable accounting standards have been followed;

(b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2013;

(c) Proper and sufficient care has been taken 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;

(d) Annual accounts have been prepared on a going concern basis.

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report

CORPORATE GOVERNANCE AND COMPLIANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as generally prevalent

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report

The requisite Certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report

ACKNOWLEDGEMENT

The Board of Directors takes the opportunity to thank the Bankers and Government for the Co- operations and support by them from time to time in the operation of the company during the year. The Board also places on record its deep appreciation for the contribution made by the employees at all levels.

For and On behalf of the

Board of Directors

PLACE: MUMBAI SATISH BHANGAR

DATE: 14/08/2013 MANAGING DIRECTOR

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Mar 31, 2012

To, The Members of Magna Industries and Exports Limited

The Directors have pleasure in presenting before you the 23rdANNUAL REPORT of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012.

[Rs. in lacs]

PARTICULARS Year ended Year ended 31st March, 2012 31st March, 2011

Total Income 2683.02 2226.82

Profit/ (Loss) before Interest, Depreciation and Tax 71.67 69.77

Less: Interest and Finance Charges 1.69 1.55

Less: Depriciation 2.69 3.20

Profit/(Loss) before Taxation 67.28 65.02

Less: Provision for Taxation

- Current Year Taxation 24.00 20.40

- Deferred Tax (0.10) NIL

Net Profit (Loss) after Taxation 43.38 44.62

Balance brought forward 62.97 18.35

Balance Carried to Balance Sheet 106.35 62.97

OPERATIONAL HIGHLIGHTS:

During the year under review, the Company achieved turnover of Rs.2683.02 Lacs as against Rs. 2226.82 Lacs in previous year i.e. increase by Rs.456.20 Lacs, as compared to the corresponding previous year. The Company earned Net Profit after Tax amounting to Rs.43.38 Lacs as against Net Profit after Tax amounting to Rs. 44.62 Lacs for the corresponding previous financial year.

FUTURE OUTLOOK:

The Company has entered into Joint venture with Sunlife GmbH for nutraceuticals to be marketed all over Asia. Further the Company is in advanced stage of signing a sub contract for placement at 300 outlets of guardian pharmacies of USA in India.

Further, the Company has also entered into a Joint Venture with Dr. Irena Elis Cosmetic laboratories for marketing of the products of Dr. Irena Elis Cosmetics all over Asia.

Also, the Company is also contemplating to launch baby care range under MOM & US' brand based in Germany in India and also in other countries, depending upon market demand of said brand

The Company has also finalized agreement with Norland Bottling Plant from USA for setting up a mineral water plant for bottling mineral water/iced teas/fresh lemon drink for a capacity of one miff ion bottles per day.

DIVIDEND:

The Board of Directors of the Company do not recommend dividend for the financial year ended 31st March 2012.

DIRECTORS:

Mr. Rajesh Pandey and Mr. Asim Kumar Saha, Directors of the Company retire by rotation at this Arjnual General Meeting and being eligible, offer themselves for re-appointment.

AUplTORS:

M/s. P.Bohra & Co., Chartered Accountants, Mumbai, Auditors of the Company retires at the conclusion of this Annual General Meeting. They are eligible for reappointment and indicated their Willingness to act as an Auditor, if appointed and the appointment shall be in the limits prescribed under the provision of Section 224{1B) the Companies Act, 19S6.

Auditors' Report:

The observations of the auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

PARTICULARS OF EMPLOYEES:

The information required under sub-section (2A) of Section 217 of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 duly amended by the Companies (Particulars of Employees) Rules, 2011 for the year ended 31stMarch, 2012 is not applicable to

the Company as none of the employees is drawing remuneration more than the limits presently specified under the said rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO:

The operations of the company are not energy-intensive. However adequate measures have been taken to reduce energy consumption by using energy efficient computers and equipments with the latest technologies. Your Company constantly evaluates new technologies and invests in them to make its infrastructure more energy-efficient

During the year under review, the Company has entered into foreign currency transactions and details thereof given in the Note T of the notes to the account for financial results.

PUBLIC DEPOSITS:

During the period under review the Company did not accept deposits in terms of Section 58A of the Companies Act, 1956 and pursuant to the provision of the Non-Banking Financial Companies (Reserve Bank) Directions, 1997.

DIRECTORS' RESPONSIBILITY STATEMENT pursuant to Section 217(2AA):

Your Directors hereby report that:

(a) in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and judgements and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2012

(c) Proper and sufficient care has been taken 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:

(d) annual accounts have been prepared on a going concern basis.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE AND COMPLIANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as generally prevalent.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

REVOCATION OF SUSPENSION OF USTING FROM BSE:



Bombay Stock Exchange Limited revoked the suspension of listing of the scrip of the Company w.e.f. May 2, 2012.

ACKNOWLEDGEMENT:

The ooard of Directors takes the opportunity to thank the oankers and Government for the Co- operations and support by them from time to time in the operation of the company during the year. The Board also places on record its deep appreciation for the contribution made by the employees at att levels.

By Order of the Board Mohanlal Bhangar Chairman

Satish Bhangar Managing Director

Place: Mumbai

Date: 30/08/2012