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Directors Report of Marathwada Refractories Ltd.

Mar 31, 2016

To,

The Members,

Marathwada Refractories Limited

The Directors have pleasure in presenting the Thirty Seventh Annual Report of your Company together with audited statement of Accounts and the Auditor s Report in respect of the year ended March 31,2016.

Financial Highlights

The financial results for the year ended 31st March, 2016 and the corresponding figures for the last year are as under:

Particulars

2015-2016

2014-2015

Gross Income

12,44,085

9,96,594

Profit Before Interest and Depreciation

Finance Charges

Gross Profit

19,476

(54,538)

Provision for Depreciation

Net Profit Before Tax

19,476

(54,538)

Income Tax- current year

5,318

1,12,003

Deferred Tax

699

(18,351)

Net Profit After Tax

13,459

(1,48,190)

Reserves & Surplus

As the Company has incurred a profit of Rs. 13,459/- for the year, the entire amount is proposed to be transferred to the Reserve. .

Performance:

During the year under consideration the company has earned income mainly from interest as it has already closed manufacturing operations. The Company is in the process of identifying business opportunities.

The annexed Management Discussion and Analysis forms a part of this report of the Company during the financial year 2015-2016.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following is attached:

- The report on Corporate Governance in accordance with Regulation 34(3) read with Schedule V of the said Regulations along with the auditor''s certificate

Dividend:

In view of inadequacy of profits, the Board of Directors has not recommended any dividend for the year under review.

Events Subsequent to the date of Financial Statements

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and on the date of this report.

Directors:

Mr. Kapil Malhotra and Ms. Aparna Goel were appointed as Independent Directors by shareholders of the Company at its Thirty Sixth Annual General Meeting held on September 29,2015.

Mr, Ganapathy Venkatesh was regularized as Director by the shareholders with effect from September 29,2015.

Mr. Malu Sanjay Tolaram and Mr. Kapil Malhotra, Directors have resigned from the Board with effect from June 30,2015 and October 09, 2015 respectively. The Board would like to place on record their sincere appreciation of the services rendered by them.

Pursuant to Section 161(1) of the Companies Act, 2013, Mr. Dig Vijay Singh was appointed as Additional (Independent) Director of the Company with effect from October 09,2015 by the Board of Directors at their meeting held on November 11, 2015, for a period 5 (five) years commencing from October 09,2015. In accordance with Section 149 and Section 152 read with Schedule V of the Companies Act, 2013, the Board has recommended the appointment of Mr. Dig Vijay Singh as an Independent Director by the shareholders of the Company in the ensuing Annual General Meeting of the Company.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

Key Managerial personnel

During the year under review, in accordance with Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Ms. Moumita Sen, an associate member of the Institute of Company Secretaries of India, was appointed as Company Secretary and Compliance Officer of the Company with effect from February 12,2016.

The appointment of Mr. H.S.Girish Gupta as Managing Director of the Company was approved by the shareholders at its Thirty Sixth Annual General Meeting held on September 29,2015.

Board Meetings

During the year, the Board met Six times during the financial year, the details of which are given in the Report on Corporate Governance.

In accordance with Schedule IV of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, one separate meeting was held by the independent directors of the Company as mentioned in the Report on Corporate Governance.

Audit Committee

Mr. Malu Sanjay Tolaram and Mr. Kapil Malhotra ceased to be members of the Audit Committee effective June 30,2015 and October 09,2015 respectively. Mr. Ganapathy Venkatesh was appointed as member of the Audit Committee effective June 30,2015. Mr. Dig Vijay Singh was appointed as member of the Audit Committee and also took over as Chairperson of the Committee effective November, 2015. Accordingly, the Audit Committee was reconstituted.

Present composition of the Audit Committee is as under:

1. Mr. Dig Vijay Singh - Independent Director & Chairperson

2. Mr. Ganapathy Venkatesh - Director & Member

3. Ms. Aparna Goel - Independent Director & Member

During the financial year, the Audit Committee met 4 (four) times, the details of which are given in the Report on Corporate Governance.

Nomination & Remuneration Committee

Mr. Malu Sanjay Tolaram and Mr. Kapil Malhotra ceased to be members of the Nomination and Remuneration Committee effective June 30, 2015 and October 09, 2015 respectively. Mr. Ganapathy Venkatesh and Mr. Dig Vijay Singh were appointed as members of the Nomination & Remuneration Committee effective June 30, 2015 and November 11,2015. Accordingly, the Nominations Remuneration Committee was reconstituted.

I Present composition of the Nomination & Remuneration Committee is as under:

1. Mrs. AparnaGoel - Independent Director & Chairperson

2. Mr. Ganapathy Venkatesh - Directors Member

3. Mr. DigVijaySingh - Independent Director & Member

During the financial year, the Nomination & Remuneration Committee met 4 (four) times, the details of which are given in the Report on Corporate Governance.

Stakeholders'' Relationship Committee

Mr. Malu Sanjay Tolaram and Mr, Kapil Malhotra ceased to be members of the Stakeholders'' Relationship Committee effective June 30, 2015 and October 09, 2015 respectively. Mr. Ganapathy Venkatesh and Mr. Dig Vijay Singh were appointed as members of the Nomination & Remuneration Committee effective June 30, 2015 and November 11, 2015. Accordingly, the Stakeholders'' Relationship Committee was reconstituted.

Present composition of the Stakeholders'' Relationship Committee is asunder:

1. Mrs.AparnaGoel - Independent Director & Chairperson

2. Mr. Ganapathy Venkatesh - Directors Member

3. Mr. DigVijaySingh - Independent Director & Member

During the financial year, the Stakeholders'' Relationship Committee met 1 (One) time, the details of which are given in the Report on Corporate Governance.

Company''s Policy on Directors'' Appointment and Remuneration and Senior Management Appointment and Remuneration.

The policies of the Company on Directors'' Appointment and Remuneration and Senior Management Personnel Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013 are enclosed as Annexure and 2 and forms part of this report. There has been no change in the policy since the last financial year.

Remuneration Details of Directors/ Key Managerial Personnel (KM P) and Employees

None of the Directors, Key Managerial Personnel and Employees are covered under Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Board Evaluation

Regulation 17(10) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 mandates the performance evaluation of independent directors by the entire board of directors. Whereas, Regulation 25(4) of the said regulations mandated performance review of non-independent directors and the Board as a whole by the independent directors. ''

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees, individual directors, key managerial personnel etc. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire board of directors excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board at its meeting held on November 11, 2015 has adopted a policy on performance evaluation as recommended by the Nomination and Remuneration Policy.

The Nomination and Remuneration Committee carried out the performance evaluation of individual director. Accordingly, the performance evaluation of all independent directors was done by the entire board of directors excluding the director being evaluated. The performance evaluation of non-independent directors was carried out by the independent directors. Thereafter, the Board as a whole analyzed its own performance, its committees and approved the evaluation results as collated by the Nomination and Remuneration Committee.

The performance evaluation was done based on some assessment criteria such as attendance and participations in meetings, objective evaluation and updation of skills etc. Based on assessment criteria a rating scale of 1 to 5 was assigned to each director.

Statutory Auditors

At the Annual General Meeting of the Company held on September 23,2014 M/s.Guru & Jana, Chartered Accountants (Firm Registration Number 006826S) were re-appointed as the Statutory Auditors of the Company for a period of 3 years (re-appointment from the conclusion of the 35* Annual General Meeting till the conclusion of the 38lh Annual General Meeting) which is subject to annual ratification by the members of the Company in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.The members may ratify the appointment of Guru fit Jana as the Statutory Auditors of the Company for the financial year 2016-17.

There are no qualifications or adverse remarks in the Statutory Auditors’ Report which require any explanation from the Board of Directors.

Internal Auditors

In accordance with Section 138 of the Companies Act, 2013 read with Rule 13 of Chapter IX of the said Act, the Board appointed M/s B.S.Venkatachalapathy & Co., Chartered Accountants, Bangalore (Firm Registration No. 013037S) as Internal Auditor of the Company for the Financial Year2015-16 to conduct internal audit.

Secretarial Audit

The Secretarial Audit Report for the year ended March 31, 2016 issued by Mr. Rafeeulla Shariff, Practicing Company Secretary in accordance with the provisions of Section 204 of the Companies Act, 2013. Secretarial Auditor''s report forms part of the Annual Report.

There are certain observations or remarks in the Secretarial Audit Report and which are replied by the Board as follows In respect of the comments of the Secretarial Auditors on the appointment of Chief Financial officer as Key Managerial Personnel of the Company pursuant to the provisions of section 203 of the Companies Act, 2013, the Company had taken steps to recruit the Chief Financial officer, however, the Company have not found suitable candidates for appointment, but the Company is in the process of appointing the Chief Financial Officer.

Significant and Material orders, if any

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operation in future.

Related Party transactions

During the year, the Company has not entered into any contract/ arrangement/transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. The related party transactions undertaken during the financial year 2015-16 are at arm''s length basis and in the ordinary course of business as detailed in Notes to Accounts of the Financial Statements.

Loan, Guarantees or Investments

During the year under review, no loans given, investment made, guarantees given by the Company Public Deposits:

During the year, the Company has not accepted any deposits.

Subsidiary/Joint Ventures/Associate Companies

The Company has no Subsidiary/Joint Venture/Associate Companies.

Risk management policy ,

Since the Company has already closed its manufacturing operations and is in the process of identifying business opportunities, the Company has no such policy in place as of now. As and when the Company will resume its operations, the Company shall formulate a risk management policy.

Vigil Mechanism/Whistle Blower Policy

In accordance with Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(previously clause 49(II)(F) of the listing agreement)the Company has in place a Whistle Blower Policy for its directors and employees to report concerns about unethical behavior, actual or suspected fraud. The policy provides for protected disclosures which can be made by a complainant through e-mail or a letter to the Chairperson of the audit committee. The Company did not receive any complain during the year 2015-16.

Corporate Social Responsibility

The provisions of corporate social responsibility are not applicable to the Company

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) ACT, 2013 The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2015-16.

Directors'' Responsibi I ity Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 ("the Act1'') and, based upon representations from the Management, the Board states that:

a) in preparing the annual accounts, applicable accounting standards have been followed and there are no material departures;

b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent 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 loss of the Company for the year;

c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts of the Company on a “going concern" basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

Conservation of energy, technology absorption and foreign exchange earnings and outgo

(a) Conservation of energy _

(i)

the steps taken or impact on conservation of energy

Nil

(ii)

the steps taken by the company for uti1izing alternate sources of energy.

Nil

(iii)

the capital investment on energy conservation equipment''s

Nil

(b) Technology absorption

(i)

the effort made towards technology absorption

Nil

(ii)

the benefits derived like product improvement cost reduction product development or import substitution

Nil

(iii)

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

Nil

(a) the details of technology imported

(b) the year of import;

(c) whether the technology been fully absorbed

(d) if not fully absorbed, areas where absorption has not taken place, and

the reasons thereof

(iv)

the expenditure incurred on Research and Development

Nil

(c) Foreign exchange earnings and Outgo:

There was no foreign exchange inflow or Outflow during the year under review.

Extract of Annual Return

In terms of Section 134 of the Companies Act, 2013 read with Rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2015-16 is provided in Annexure-3 to this report.

Corporate Governance

Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in corporate governance. Our Report on Corporate Governance forms part of this report.

Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (1EPF).

Uniform Listing Agreement:

The Securities and Exchange Board of India (SEBI), on September 02,2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective from December 01,2015. Accordingly, all listed entities were required to enter into the Uniform Listing Agreement with concerned Stock Exchanges within six months from the effective date. The Company entered into Uniform Listing Agreement with Bombay Stock Exchange Limited (BSE) and The Calcutta Stock Exchange Limited (CSE) during February, 2016.

for and on behalf of the Board of Directors

Marathwada Refractories Limited

Sd/- Sd/-

H.S. Girish Gupta Ganapathy Venkatesh

Place: Bangalore Managing Director Director

Dated: August 12,2016 DIN: 01683190 DIN: 07207056


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty Sixth Annual Report of your Company together with audited statement of Accounts and the Auditors Report i n respect of the year ended March 31,2015.

Financial Highlights

The financial highlights are set out below:

Particulars Year ended Year ended 31.03.2015 31.03.2014

Profit before Prior Period items & Taxation (54,538) 1,77,274

Add/(Less):

Prior Period Items: — —

Sales Tax — —

ESIC - -

Dthers — —

Refund of Income Tax-earlier year — —

Add/(Less):Provisions — —

Income tax - earlier year — —

Income Tax - current year 1,12,003 54,576

Deferred Tax Liability (18,351) 5,596

Fringe Benefit Tax — —

Profit after taxation (1,48,190) 1,17,102

Add: Profit brought forward 9,68,54,625 9,67,37,523

Balance carried to Balance Sheet 9,67,06,43 9,68,54,625

Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 ("the Act") and, based upon representations from the Management, the Board states that:

a) in preparing the annual accounts, applicable accounting standards have been fol lowed and there are no material departures;

b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affai rs of the Company at the end of the financial year and of the loss of the Company forthe year;

c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annua I accounts of the Company on a "going concern" basis;

e) the Directors have la id down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

Performance:

During the year under consideration, the company has earned income mainly from interest as it has already closed : manufacturing operations. The Company is in the process of identifying business opportunities.

The annexed Management Discussion and Analysis forms a part of this report of the Company during the financial

year 2014-2015.

In accordance with the listing agreement with the Stock Exchanges, the following is attached:

* The report on Corporate Governance in accordance with clause 49 of the listing agreement along with the auditors certificate

Dividend:

In view of inadequacy of profits, the Board of Directors has not recommended any dividend for the year under review.

Directors:

In the gap between the previous Annual General Meeting and now, Mr.S.Baaskaran and Mr. Malu Sanjay Tolaram, Directors have resigned. The Board would like to place on record their sincere appreciation of the services rendered by them.

Ms. Aparna Goel and Mr. Kapil Malhotra were appointed as Additional (Independent) Director of the Company with effect from March 30, 2015 by the Board of Directors. In terms of Section 161(1) of the Companies Act, 2013, for a period 5 (five) years

The Board was of the opinion that the aforesaid directors meet the criteria of independence under sub-section (6) of Section 149 of the Act. The aforesaid directors have also confirmed that they meet the criteria of independence as required under sub-section (7) of Section 149 of the Act at the first meeting of the Board every yea r.

The Board recommends their appointment as Additiona I (Independent) Directors by shareholders.

Mr. Ganapathy Venkatesh was appointed as additional di rector of the Company by the Board of Di rectors with effect from June 30,2015 and holds office upto the date of the next Annual General Meeti ng. Being eligible for appointment, the Board recommends his appointment as director by shareholders.

Key Managerial personnel

I Mr. H.S. Girish Gupta, was re designated as the Managing Directorof the Company by the Board of Directors meeting held on March 30, 2015, for a period of 5 years. Mr. H.S. Girish Gupta will not receive any remuneration. The I appointment requires the approval of the shareholders for which a Resolution has been included in the notice convening the AnnuaI General Meeting.

Audit Committee

Present composition of the Audit Com mittee is as under:

1. Mr. Kapil Malhotra - Independent Director & Chairperson

2. Mr. Ganapathy Venkatesh - Director & Member

3. Ms. Aparna Goel - Independent Director & Member

Company's Policy on Directors' Appointment and Remuneration and Senior Management Appointment and Remuneration.

In accordance with Section 178 of the Act read with clause 49IV of the listing agreement, the Company's Nomination and Remuneration Committee has formulated a policy on Directors Appointment and Remuneration and Senior Management Personnel Appointment and Remuneration. The policies are enclosed as Annexures 2 and 3 and forms part of this report.

Particulars under Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014: Energy Conservation Measures:

There is no manufacturingactivity carried out during the year.

Foreign Exchange Earni ng and Outgo:

There are no foreign exchange earnings or outgoes.

Remuneration Detail s of Directors/ Key Managerial Personnel (KMP) and Employees None of the Directors, Key Managerial Personnel and Employees are covered under the Section 134 of the Companies I ; Ac t, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Auditors:

At the Annual General Meeting of the Company held on September 23, 2014 M/s.Guru St Jana, Chartered Accountants (Firm Registration Number 006826S) were re-appointed as the Statutory Auditors of the Company for a period of 3 years (re-appointment from the con elusion of the 35th Anua I General Meeting till the conclusion of the 38th Annual General Meeting) which is subject to annual ratification by the members of the Company in terms of ISection 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.The members may ratify the appointment of Guru & Jana as the Statutory Auditors of the Company for the financial year 2015-16.

There are no qualifications or adverse remarks in the Statutory Auditors Report which require any explanation from the Board of Directors.

Secretarial Audit

The Secretarial Audit Report for the year ended March 31,2015 issued by Mr. Rafeeulla Shariff, Practicing Company Secretary in accordance with the provisions of Section 204 of the Companies Act, 2013. Secretarial Auditor's report forms part of the Annual Report.

There are certain observations or remarks in the Secretarial Audit Report and which are replied by the Board as follows.

In respect of the comments of the Secretarial Auditors on the appointment of Company Secretary as Compliance officer of the Company and appointment of Chief Financial officer as Key Managerial Personnel of the Company pursuant to the provisions of section 203 of the Companies Act, 2013, the Company had taken steps to recruit the Company Secretary and Chief Financial officer, however, the Company has not found suitable candidates for appointment, but the company is in the process of appointing the company secretary & Chief Financial officer.

In respect of the comments of the Secretarial Auditors on constitution of Audit Committee St Nomination and Remuneration Committee pursuant to the provisions of section 177 St 178 of the Companies Act, 2013, the Audit Committee & Nomination and Remuneration Committee was constituted on 30th March, 2015 and complied the same.

Related Party transactions

During the year, the Company has not entered into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. The related party transactions undertaken during the financial year 2014 - 15 are detailed in Notes to Accounts of the Financial Statements.

Extract of Annual Return

In terms of Section 134 of the Companies Act, 2013 read with Rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2014-15 is provided in Annexure-4 to this report.

Loan, Guarantees or Investments

During the year under review, no loans given, investment made, guaranteesgiven by the Company

Public Deposits:

During the year, the Company has not accepted any deposits.

Vigil Mechanism

ln accordance with the Section!77(9)of the Act read with clause 49 (10(F) of the listing agreement, the Company has formulated a Whistle Blower Policy for its directors and employees to report concerns about unethical behaviour, actual or suspected fraud. The policy provides for protected disclosures which can be made by a whistle blower through e-mail or a letter to the Chairperson of the audit committee.

Board Meetings

During the year, the Company held Seven Board Meetings on April 17,2014, April 28, 2014, May 30,2014, August 8, j 2014, November 7,2014, February 13,2015 and March 30,2015 respectively.

Significant and Material orders, if any

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operation infuture.

Listing of Shares:

In terms of clause 31 of the listing Agreement as amended it is confirmed that the shares of the Company are listed at the Bombay Stock Exchange & the Calcutta Stock Exchange Association Limited and the necessary listing fees have been paid.

for and on behalf of the Board of Directors

Marathwada Refractories Limited

Sd/ Sd/-

H.S. Girish Gupta Ganapathy Venkatesh ! Managing Director Director DIN : 01683190 DIN : 07207056

Place: Bangalore Dated : August 13, 2015


Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Thirty Fifth Annual Report of your Company together with audited Accounts and Balance Sheet for the year ended 31st March, 2014.

1. Financial Results

Particulars Year ended Year ended 31.03.2014 31.03.2013

Profit before Prior Period Items & Taxation 1,77,274 44,899

Add/(Less):

Prior Period Items:

Sales Tax

ESIC - -

Others - -

Refund of Income Tax-earlier year - -

Add/(Less):Provisions

Income tax-earlier year - 39,289

Income Tax-current year 54,576 18,691

Deferred Tax Liability 5,796 5,796

Fringe Benefit Tax - -

Profit after taxation 1,17,102 (18,877)

Add: Profit brought forward 9,67,37,523 9,67,56,400

Balance carried to Balance Sheet 9,68,54,625 9,67,37,523

2. Operations:

During the year under consideration the company has earned income mainly from interest as it has already closed manufacturing operations. The Company is in the process of identifying business opportunities.

3. Dividend:

Your Directors have decided not to recommend dividend on shares.

4. Particulars under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

A. Conservation of energy:

There is no manufacturing activity carried out during the year.

B. Foreign Exchange Earning and Outgo :

There are no foreign exchange earnings or outgoes.

5. Public Deposits:

The Company has not accepted any deposit within the meaning of section 58 A of the Companies Act, 1956.

6. Particulars of Employees:

None of the employees are covered under the provisions of Section 217 (2A) of the Companies Act, 1956.

7. Directors:

In the gap between the previous Annual General Meeting and now, Mr. Prakash Hegde and Mr. Vasudeva Murthy, Directors have resigned. The Board would like to place on record their sincere appreciation of the services rendered by them.

Mr. S. Baaskaran was appointed as additional director of the Company by the Board of Directors with effect from December 23,2014 and holds office upto the date of the next Annual General Meeting. Being eligible for appointment, the Board recommends his appointment as director by shareholders.

Mr. T Rajagopala Rao was appointed as additional director with effect from April 28,2014 and holds office upto the date of the next Annual General Meeting. He has informed that he is not interested in seeking appointment as director by shareholders.

The Board recommends appointment of Mr.Sanjay Malu as director by shareholders in the ensuing Annual General Meeting.

8. Listing of Shares:

In terms of clause 31 of the Listing Agreement as amended it is confirmed that the shares of the Company are listed at the Bombay Stock Exchange & the Calcutta Stock Exchange Association Limited and the necessary iisting fees have been paid.

9. Compliance Certificate

In terms of the proviso to Section 383A of the Companies Act, 1956, Compliance Certificate obtained from Mr. M.R. Gopinath, Practicing Company Secretary, for the year ended 31" March, 2014, is annexed.

10. Director''s Responsibility Statement:

The Directors confirm

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that Directors have selected such accounting policies and applied them consistently and made .judgements and estimates that are reasonable and prudent so as to give true and fair view of the state. of affairs of the Company at 31st March 2014, and of the profit or loss of the Company for that year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and preventing and detecting fraud and other irregularities;

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

11. Auditors:

M/s.Guru & Jana, Chartered Accountants appointed at the previous Annual General Meeting hold office till the 35,h Annual General Meeting. The Board recommends their re-appointment from the conclusion of the 35''” Annual General Meeting till the conclusion of the 38,th Annual General Meeting.

12. Disclosure of names of constituents of "Group" pursuant to Regulation 3 (1)(e)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Shri Sushil Pandurang Mantri

for and on behalf of the Board of Directors Marathwada Refractories Limited.

Sd/- Sd/- Sd/- S. Baaskaran H. S. Girish Gupta T. Rajagopala Rao Director Director Director



Place: Bangalore Date : 8,th August 2014


Mar 31, 2013

To, The Members of Marathwada Refractories Limited



Financial Results:

Particulars Year ended 31.03.2013 Year ended 31.03.2012

Profit before Prior Period Items & Taxation 44, 894 1,77,894

Add/(Less):

Prior Period Items:

Sales Tax

ESIC - -

Others - -

Refund of Income Tax - earlier year - -

Add/(Less):Provisions

Income tax-earlier year 39,289 -

Income Tax - current year 18,691 -

Deferred Tax Liability 5,796 -

Fringe Benefit Tax - -

Profit after taxation (18,877) 1,77,894

Add: Profit brought forward 9,67,56,400 9,65,78,506

Balance carried to Balance Sheet 9,67,37,523 9,67,56,400

2. Operations:

3. Dividend:

Your Directors have decided not to recommend dividend on shares.

4. Particu.ars under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules

A. Conservation of energy:

There is no manufacturing activity carried out during the year.

B. Foreign Exchange Earning and Outgo:

There are no foreign exchange earnings or outgoes.

5. Public Deposits:

The Company has not accepted any deposit within the meaning of section 58 A of the Companies Act, 1 1956.

6. Particulars of Employees:

None of the employees are covered under the provisions of Section 217 (2A) of the Companies Act, 1956.

7. Directors:

Mr. Prakash Hegde, Director will retire at the ensuing 34th Annual General Meeting. Being eligible, Mr. Prakash Hegde, has offered himself for re-appointment. The Board recommends his re-appointment.s

8. Listing of Shares:

In terms of clause 31 of the Listing Agreement as amended it is confirmed that the shares of the Company are listed at the Bombay Stock Exchange & the Calcutta Stock Exchange Association Limited and the necessary listing fees have been paid.

9. Compliance Certificate

In terms of the proviso to Section 383A of the Companies Act, 1956, Compliance Certificate obtained from Mr. M.R.Gopinath,Practicing Company Secretary, for the year ended 31" March, 2013, is annexed. 1

10. Director''s Responsibility Statement:

1 The Directors confirm

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relatingto material departures.

ii) that Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at 31st March 2012, andof the profit or loss of the Company forthat year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and preventingand detecting fraud and other irregularities;

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

11. Auditors:

M/s.Guru & Jana, Chartered Accountants appointed at the previous Annual General Meeting hold office till the 34th Annual General Meeting. The Board recommends their re-appointment from the conclusion of the 34th Annual General Meeting till the conclusion of the next Annual General Meeting.

12. Disclosure of names of constituents of "Group" pursuant to Regulation 3 (1)(e)(i) of SEBi (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.



Shri Sushil Pandurang Mantri

for and on behalf of the Board of Directors Marathwada Refractories Limited



Sd/- Sd/- Sd/- Prakash G. Hegde K.S. Vasudeva Murthy H.S. Girish Gupta Director Director Director

Place : Bangalore

Date: 28th May 2013


Mar 31, 2012

To, The Members of Marathwada Refractories Limited

The Directors have pleasure in presenting the Thirty Third Annual Report of your Company together with audited Accounts and Balance Sheet for the year ended 31st March, 2012.

1. Financial Results:

Particulars Year ended Year ended 31.03.2012 31.03.2011

Profit before Prior Period Items & Taxation 1,77,894 11,70,452

Add/Less): - -

Prior Period Items:

Sales Tax - (28,052)

ESIC - -

Others - -

Refund of Income Tax - earlier year - -

Add/(Less): Provisions - -

Income tax - earlier year - -

Income Tax - current year - -

Deferred Tax Liability - 2,008

Fringe Benefit Tax - -

Profit after taxation 1,77,894 11,44,408

Add: Profit brought forward 9,65,78,506 9,54,34,098

Balance carried to Balance Sheet 9,67,56,400 9,65,78,506

2. Operations:

During the year under consideration the company has earned income mainly from interest as it has already closed manufacturing operations at Aurangabad.

3. Dividend:

Your Directors have decided not to recommend dividend on shares.

4. Particulars under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

A. Conservation of energy:

There is no manufacturing activity carried out during the year.

B. Foreign Exchange Earning and Outgo:

There are no foreign exchange earnings or outgoes.

5. Public Deposits:

The Company has not accepted any deposit within the meaning of section 58 A of the Companies Act, 1956.

6. Particulars of Employees:

None of the employees are covered under the provisions of Section 217 (2A) of the Companies Act, 1956.

7. Shifting of Registered Office of the Company from the state of Maharashtra to the state of Karnataka.

During the year, the approval of shareholders of the Company was obtained by way of a special resolution passed through postal ballot for alteration of Clause-II of the Memorandum of Association of the Company for facilitating the shifting of the Registered Office of the Company from the State of Maharashtra to the State of Karnataka. Thereafter, a petition was filed before the Company Law Board, Western Region Bench, Mumbai for confirmation of the said alteration. The Company Law Board vide its order dated 21.10.2011 confirmed the said resolution. The order of the Company Law Board was registered by the Registrar of Companies, Karnataka, Bangalore on 22-December 2011 and accordingly, the registered office of the Company has been shifted to Bangalore in the state of Karnataka.

8. Directors:

Mr. K.S. Vasudeva Murthy, Director will retire at the ensuing 33rd Annual General Meeting. Being eligible, Mr. Vasudeva Murthy has offered himself for re-appointment. The Board recommends his re-appointment.

Mr. H.S. Girish Gupta was appointed as additional director with effect from 23rd April 2012 and will hold office till the 33rd Annual General Meeting. Being eligible for appointment as director by the shareholders at the AGM, the Board recommends reappointment by shareholders at the Annual General Meeting.

9. Listing of Shares:

In terms of clause 31 of the Listing Agreement as amended it is confirmed that the shares of the Company are listed at the Bombay Stock Exchange & the Calcutta Stock Exchange Association Limited and the necessary listing fees have been paid.

10. Compliance Certificate

In terms of the proviso to Section 383A of the Companies Act, 1956, Compliance Certificate obtained from Mr. M. R. Gopinath, Practicing Company Secretary, for the year ended 31st March, 2012, is annexed.

11. Director's Responsibility Statement:

The Directors confirm

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at 31st March 2012, and of the profit or loss of the Company for that year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and preventing and detecting fraud and other irregularities;

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

12. Auditors:

M/s. Guru & Jana, Chartered Accountants appointed at the previous Annual General Meeting hold office till the 33rd Annual General Meeting. The Board recommends their re-appointment from the conclusion of the 33 Annual General Meeting till the conclusion of the next Annual General Meeting.

13. Disclosure of names of constituents of "Group" pursuant to Regulation 3 (1)(e)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Shri Sushil Pandurang Mantri

for and on behalf of the Board of Directors Marathwada Refractories Limited

Sd/- Sd/- Sd/-

Prakash G. Hegde K.S. Vasudeva Murthy H.S. Girish Gupta Director Director Director

Place: Bangalore Date: 21st May 2012


Mar 31, 2011

To The Members of Marathwada Refractories Limited

The Directors have plesure in presenting the Thirty Second Anuual Report of your Company together with audit Accounts and Balance Sheet for the year ended 31st March,2011 .

1.Financial Results:

Particulars Year ended 31.03.2011 Year ended 31.03.2010

Profit before prior period Items &Taxation 11,70,452 81,09,471

Add/(less): Prior Period Items: Sales Tax 28,052 73,64,477

ESIC - 1,68,678

Others - -

Refund of Income Tax -earlier Year - -

Add/(Less): Provisions

Income tax- earlier year - -

Income Tax- Current year - -

Deferred Tax Liability 2,008 1,73,386

Fringe Benefit Tax - -

Profit after taxation 11,44,408 7,49,702

Add: Profit brought forward 9,54,34,098 9,46,84,396

Balance carried to Balance sheet 9,65,78,506 9,54,34,098



2.Operations:

During the year under consideration the company has earned income mainly from dividend as it has already closed manufacturing operations at Aurangabad.

The Company is exploring the avenues available in real estate sector.

3. Dividend:

Your Directors have decided not to recommend dividend on shares.

4. Particulars under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

A. Conservation of energy: There is no manufacturing activity carried out during the year.

B. Foreign Exchange Earning and Outgo:

There are no foreign exchange earnings or outgoes.

5. Public Deposits:

The Company has not accepted any deposit within the meaning of section 58 A of the Companies Act

6. Particulars of Employees:

None of the employees are covered under the provisions of Section 217(2A) of the Companies Act, 1956.

7. Change in Management Control: Consequent to the completion of the Open Offer triggered by the Share Purchase Agreement entered into by Mr.M.H.Dalmia and others, the erstwhile promotors of the Company with Mr. Sushill pandurang Mantri and transfer of shares held in escrow account to the account of Mr. Sushil pandurang Mantri, the management control of the Company stands transferred from Mr. M.H. Dalmia and others to Mr. Sushil Pandurang Mantri. Consequently, Mr. Sushil Pandurang Mantri has been classified as the promoter of the Company.

8. Directors: Shri Sandip Jhunjhunwala resigned from the Board of Directors of the Company with effect from 30.03.2011. Shri H.B.Belwal and Shri Ashwani Bhatia also resigned from the Board of Directors with effect from 14.04.2011, pursuant to the change in management control of the Company.

Shri A. Anil Kumar, Shri Prakash G.Hegde, Shri K.S.Vasudeva Murthy and Shri H.S.Girish Gupta have been appointed as additional Directors of the Company with effect from 13.04.2011,till the conclusion of next Annual General Meeting of the Company. Notice pursuant to section 257 of the Companies Act,1956 has been received from a member of the company, proposing yhe candidatures of Shri A.Anil Kumar, Shri Parkash G.Hegde, Shri K.S.Vasudev Murthy and Shri H.S. Girish Gupta as Directors of the Company at the ensuring Annual General Meeting.

No director is liable to retire by rotation as all the existing directors are additional directors, as mentioned above.

9.Listing of Shares: In terms of clause 31 of the listing Agreement as amended it is confirmed that the shares of the Company are listed at the Bombay Stock Exchange &the Calcutta Stock Exchange Association Limited and the necessary listing fees have been paid.

10. Compliance Certificate

ln terms ofthe proviso to Section 383A of the Companies Act, 1956, Compliance Certificate obtained from Shri B.D.Tapriya,a Company Secretary in practice, for the year ended 31st March, 2011, is annexed.

11. Director's Responsibility Statement:

The Directors confirm

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at 31st March 2011, and of the profit or loss of the Company for that year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safe guarding assets of the Company and preventing and detecting fraud and other irregularities;

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

12. Auditors:

M/s Khandelwal, Jain & Co., Chartered Accountants, the auditors appointed in the 31st Annual General Meeting retire at the end of 32nd Annual General Meeting. A notice has been received for appointment of M/s.Guru&Jana, Chartered Accountants, Bangalore as the auditors of the Company in place of the retiring auditors.

13. Disclosure of names of constituents of "Group" pursuant to Regulation 3 (1)(e)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

Shri Sushil Pandurang Mantri

for and on behalf of the

Board of Directors

Marathwada Refractories

Limited

Sd/- Sd/-

A. Anil Kumar Prakash G. Hegde

Director Director

Sd/- Sd/-

K.S. Vasudeva Murthy H.S. Girish Gupta Director Director

Place : Bangalore

Date : 10th May 2011


Mar 31, 2010

The Directors have pleasure in presenting the Thirty First Annual Report of your Company together with audited Accounts and Balance Sheet for the year ended 31st March, 2010.

1. Financial Results:

Year ended Year ended

Particulars 31.03.2010 31.03.2009

Profit before Prior Period Items & Taxation 8109471 11082002

Add/(Less): - -

Prior Period Items: - -

Sales Tax (7364477) -

ESIC (168678) -

Others - (2400)

Refund of Income Tax-earlier year - 2249394

Add/(Less): Provisions

Income tax-earlier year - (6109)

Income Tax-current year - (3513986)

Deferred Tax Liability 173386 (23578)

Fringe Benefit Tax - : - (3028)

Profit after taxation 749702 9782295

Add: Profit brought forward 94684396 84902102

Balance carried to Balance Sheet 95434098 94684396

2. Operations:

During the year under consideration the company has earned income mainly from interest and dividend as it has already closed manufacturing operations at Aurangabad.

The execution of conveyance deed in respect of assignment of leasehold rights for the land situated at F- 4/1, MIDC, Chikalthana, Aurangabad, in favour of GoldendreamsTechnoparkPvt. Ltd. in terms of agreement dated 19.12.2007, under which possession of the property has already been handed over by the Company to the buyer in earlier year, is still pending.

3. Dividend:

Your Directors have decided not to recommend dividend on shares.

4. Particulars under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

A. Conservation of energy:

There is no manufacturing activity carried out during the year.

B. Foreign Exchange Earning and Outgo:

There are no foreign exchange earnings or outgoes.

5. Public Deposits:

The Company has not accepted any deposit within the meaning of section 58 A of the Companies Act, 1956.

6. Particulars of Employees:

None of the employees are covered under the provisions of Section 217 (2A) of the Companies Act, 1956.

7. Directors:

Shri H. B. Belwal retires by rotation and is eligible for reappointment. Shri V. D. Jhunjhunwala has resigned from the Board of Directors of the Company with effect from 28.10.2009.

Shri Sandip Jhunjhunwala has been appointed as Additional Director of the Company with effect from 30.10.2009, till the conclusion of next Annual General Meeting of the Company. Notice pursuant to Section 257 of the Companies Act, 1956 has been received from a member of the Company, proposing the candidature of Shri Sandip Jhunjhunwala as Director of the Company at the ensuing Annual General Meeting.

8. Listing of Shares:

In terms of clause 31 of the listing Agreement as amended it is confirmed that the shares of the Company are listed at the Bombay Stock Exchange & the Calcutta Stock Exchange Association Limited and the necessary listing fees have been paid.

9. Compliance Certificate

In terms of the proviso to Section 383Aof the Companies Act, 1956, Compliance Certificate obtained from Shri B.D. Tapriya, a Company Secretary in practice, for the year ended 31st March, 2010, is annexed.

10. Directors Responsibility Statement:

The Directors confirm

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at 31st March 2010, and of the profit or loss of the Company for that year;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and preventing and detecting fraud and other irregularities;

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

11. Auditors:

M/s Khandelwal Jain & Co., Chartered Accountants, retiring auditors, have advised that they are willing to be re-appointed as Auditors of the Company pursuant to section 224( 1B) of the Companies Act, 1956. The Board recommends their appointment. The observations of the Auditors in their report are self-explanatory.

12. Disclosure of names of constituents of "Group" pursuant to Regulation 3 (1 Xe)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

"Shri M.H. Dalmia, Shri M.H. Dalmia (HUF), Smt. Abha Dalmia, Mridu Hari Dalmia Parivar Trust, Shri Gaurav Dalmia, Shri Gaurav Dalmia (HUF), Smt. Sharmila Dalmia, Sharmila Dalmia Parivar Trust, Km. Devanshi Dalmia, Km. Aanyapriya Dalmia, Mst. Aryaman Hari Dalmia, Devanshi Trust, Aanyapriya Trust, Aryaman Hari Trust, Smt. Kanupriya Somany, Kanupriya Trust Two, Kanupriya Parivar Trust, Shri R.H. Dalmia, Shri R.H. Dalmia (HUF), Smt. Padma Dalmia, R: H. Dalmia Trust, Raghu Hari Dalmia Parivar Trust, Smt. Shripriya Dalmia Thirani, Smt. Anuradha Jatia, Anuradha Dalmia Trust, Km. Vrinda Dalmia.

Swank Services Ltd., National Synthetics Ltd., First Capital India Ltd., Landmark Property Development Company Ltd., Kabirdas Investments Ltd., Dalmia Agencies Pvt. Ltd., Satya Miners & Transporters Ltd., Himalayan Natural Products Ltd., Hari Machines Ltd., Dapel Investments Pvt. Ltd., Kiran Resources Ltd."

For and on behalf of the Board of Directors

H. B. Belwal

Place: New Delhi Ashwani Bhatia

Date: 07.08.2010 Directors

B.D.TAPRIYA LL.B., FCS, Company Secretary


Mar 31, 2009

The Directors have pleasure in presenting the Thirtieth Annual Report of your Company together with audited Accounts and Balance Sheet for the year ended 31 st March, 2009.

1. Financial Results:

Particulars Year ended Year ended 31.03.2009 31.03.2008

Prof it before Taxation 11082002 49476349

Add/ (Less):

Prior Period Item (2400) (3500)

Refund of Income tax-earlier year 2249394 --

Add/(Less): Provisions

Income-tax - earlier year (6109) (254435)

Income-tax - current year (3513986) (10625701)

Deferred Tax Liability (23578) (21271)

Fringe Benefit Tax (3028) (4973)

Profit after taxation 9782295 38566469

Add: Profit brought forward 84902102 46335631

Balance carried to Balance Sheet 94684396 84902100

2. Operations:

Sales

During the year under consideration the company has earned income mainly from interest as it has already closed manufacturing operations at Aurangabad.

The execution of conveyance deed in respect of assignment of leasehold rights for the land situated at F-4/1, MIDC, Chikalthana, Aurangabad, in favour of Goldendreams Technopark Pvt. Ltd. in terms of agreement dated 19.12.2007, under which possession of the property has already been handed over by the Company to the buyer in earlier year, is still pending.

3. Dividend:

Your Directors have decided not to recommend dividend on shares.

4. Particulars under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988:

A. Conservation of energy:

There is no manufacturing activity carried out during the year.

B. Foreign Exchange Earning and Outgo:

There are no foreign exchange earnings or outgoes.

5. Public Deposits:

The Company has not accepted any deposit within the meaning of section 58 A of the Companies Act, 1956.

6. Particulars of Employees:

None of the employees are covered under the provisions of Section 217 (2A) of the Companies Act, 1956.

7. Directors:

Mr. Ashwani Bhatia retires by rotation and is eligible for reappointment. The terms of Shri V.Q. Jhunjhunawala as a Managing Director expired on 01.06.2008. However, he is continuing as a Director of the Company since then.

8. Listing of Shares:

In terms of clause 31 of the listing Agreement as amended it is confirmed that the shares of the Company are listed at the Bombay Stock Exchange & the Calcutta Stock Exchange Association Limited and the necessary listing fees have been paid: During the year, the suspension in the trading of the equity shares of the Company has been revoked by the Bombay Stock Exchange on payment of reinstatement charges.

9. Compliance Certificate

In terms of the proviso to Section 383A of the Companies Act, 1956, Compliance Certificate obtained from Shri B.D. Tapriya, a Company Secretary in practice, for the year ended 31st March, 2009, is annexed.

10. Registered Office of the Company

During the year, the Companys petition before the Company Law Board, Mumbai, for shifting of Registered Office of the Company from the State of Maharashtra to the State of Orissa was allowed vide order dated 20.06.2008. However, the said order has not taken effect and the Registered Office continues to be situated in the State of Maharashtra, as the certified copy of the Company Law Boards order was not filed with the Registrar of Companies, in accordance with the decision taken by the Board of Directors on a reconsideration of the matter.

11. Directors Responsibility Statement:

The Directors confirm

i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) that Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at 31 st March 2009, and of the profit or loss of the Company for that year; ¦Â—-,

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding assets of the Company and preventing and detecting fraud and other irregularities;

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

12. Auditors:

M/s Khandelwal Jain & Co., Chartered Accountants, retiring auditors, have advised that they are willing to be re-appointed as Auditors of the Company pursuant to section 224 (1B) of the Companies Act, 1956. The board recommends their appointment. The observations of the Auditors in their report are self-explanatory.

13. Disclosure of names of constituents of "Group" pursuant to Regulation 3 (1)(e)(i) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997.

"Shri M.H. Dalmia, Shri M.H. Dalmia (HUF), Smt. Abha Dalmia, Mridu Hari Dalmia Parivar Trust, Shri Gaurav Dalmia, Shri Gaurav Dalmia (HUF), Smt. Sharmila Dalmia, Sharmila Dalmia Parivar Trust, Km. Devanshi Dalmia, Km. Aanyapriya Dalmia, Mst. Aryaman Hari Dalmia, Devanshi Trust, Aanyapriya Trust, Aryaman Hari Trust, Smt. Kanupriya Somany, Kanupriya Trust Two, Kanupriya Parivar Trust, Kanu Sharad Parivar Trust, Kanu Sharad Family Trust, Shri R.H. Dalmia, Shri R.H. Dalmia (HUF), Smt. Padma Dalmia, Raghu Hari Dalmia Parivar Trust, Smt. Shripriya Dalmia Thirani, Smt. Anuradha Jatia, Anuradha Dalmia Trust, Km. Vrinda Dalmia, R. H. Dalmia Trust.

Konark Investments Ltd., Madhukar Investments Ltd, Europa Commercial & Trades Ltd., Sunflower Mercantiles Ltd., Dalmia Group Udyog Ltd., Swank Services Ltd., National Synthetics Ltd., First Capital India Ltd., Landmark Property Development Company Ltd., Kabirdas Investments Ltd., Dalmia Agencies Pvt. Ltd., Satya Miners & Transporters Ltd., Himalayan Natural Products Ltd., OCL Iron & Steel Ltd., Hari Machines Ltd., Dapel Investment Pvt. Ltd., Kiran Resources Ltd."

For and on behalf of the Board of Directors

H. B. Belwal

V. D. Jhunjhunwala

Directors

Place: New Delhi Date: 28 May, 2009

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