Directors Report of Trident Tools Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

The Directors present the Annual Report of your Company together with the audited financial statements for the financial year ended 31^st March 2016.

FINANCIAL PERFORMANCE

The standalone audited financial results for the year ended 31^st March 2016 are as under:

Particulars	For the Year ended 31st March, 2016	For the Year ended 31st March, 2015
Income	18,69,04,572	54,65,55,730
Expenditure	33,34,57,061	63,05,40,530
Profit/ (Loss) before Depreciation and Tax	(11,24,00,089)	(8,39,84,801)
Depreciation	3,41,52,400	3,52,74,808
Profit /(Loss) before Tax	(14,65,52,489)	(11,92,59,609)
Deferred Tax/Current Tax	--	1,82,30,365
Profit/ (Loss) after Tax	(14,65,52,489)	(13,74,89,973)

OPERATIONS REVIEW

The company achieved revenue from operation of Rs. 18,69,04,572/- and a net loss of Rs. 14,65,52,489/- during 2015-16 against a revenue of Rs. 54,65,55,730/- and net loss of Rs. 13,74,89,973/- for the year 2014-15.

DIVIDEND

In view of losses incurred during the year 2015-16, the Board of Directors does not recommend any dividend for the year under review.

TRANSFER TO RESERVES

The Company has transferred no Amount to Reserve during the Year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments, if any, affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of report.

ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 in prescribed form MGT-9 for the financial year 2015-16 is attached in Annexure I

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business activity during the year under review.

DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

There have been no Companies which have become Subsidiaries, Joint Ventures or Associate Companies during the year under review.

DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

There have been no Companies which have been ceased to be its Subsidiary, Joint Venture or Associate Company during the year under review.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from Public within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

BOARD MEETINGS

The Board of Directors (herein after called as "the Board") met for Ten number of times during the Year under review on 28^th May, 2015, 22^nd July, 2015, 11^th August, 2015, 2^nd September, 2015, 14^th November, 2015, 13^th February, 2016 and 30^th March, 2016.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONAL

Changes in Directors and Key managerial personals are as follows

Name of Director/Key Managerial Personnel	Designation	Date of Appointment
Mr. Rajendra N Lad	Chief Financial Officer(CFO)	28th May, 2015
Ms. Bhagyashree M Bhutaka	Company Secretary & Compliance Officer	13th February, 2016

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Satish K Marathe, Mr. Suresh V Bhandary and Ms. Ranjana P Dmello are the Independent Directors on the Board of the Company. The Company has received the declaration from all the Independent Directors confirming that they meet the criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Obligation and Disclosure Requirements Regulations, 2015 with the Stock Exchanges.

COMMITTEES OF BOARD Nomination and Remuneration Committee

In Compliance with Section 178 of the Companies Act, 2013 and as per Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 being effective from 1^st December 2015, your Company has re-constituted a Nomination and Remuneration Committee consisting of 4 Directors.

The Composition of the Committee is as under:

Name of Directors	Designation in Committee	Nature of Directorship
Mr. Suresh V Bhandary	Chairman	Non-Executive & Independent
Mr. Narendra R Gupta	Member	Executive & Whole Time Director
Mr. Satish K Marathe	Member	Non-Executive & Independent
Mrs. Ranjana D''Mello	Member	Non-Executive & Independent

The Board in consultation with the Nomination and Remuneration Committee formulated the Nomination and Remuneration Policy on Nomination and Remuneration of Directors, Key managerial Personnel and Senior Management including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 and the policy formulated by the Committee is attached herewith in Annexure II.

Audit Committee

The composition of Audit Committee is Re-constituted as follows:

Name of Directors	Designation in Committee	Nature of Directorship
Mr. Satish K Marathe	Chairman	Non-Executive & Independent
Mr. Narendra R Gupta	Member	Executive & Whole Time Director
Mr. Suresh V Bhandary	Member	Non-Executive & Independent
Mrs. Ranjana D''Mello	Member	Non-Executive & Independent

All the recommendations made by the audit committee were accepted by the Board.

Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 entered into by the company with the Stock Exchanges.

Stakeholders Relationship Committee - (Re-Constituted As Shareholders / Investors'' Grievances & Share Transfer Committee)

The composition of the committee is re-constituted as follows:

Name of Director	Designation in Committee	Nature of Directorship
Mr. Satish K Marathe	Chairman	Non-Executive & Independent
Mr. Suresh V Bhandary	Member	Non-Executive & Independent
Mrs. Ranjana D''Mello	Member	Non-Executive & Independent
Mr. Ravi N Gupta	Member	Executive & Managing Director
Mr. Narendra R Gupta	Member	Executive & Whole Time Director

pursuant to Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 your Company has Re-constituted Shareholders / Investors Grievances & Share Transfer Committee to "Stakeholders Relationship Committee".

The objective of the Committee is to look after various stakeholders'' grievances and speedy disposal of the same. Company has constituted a Shareholders''/Investors'' Grievance Committee. The committee is formed to specifically look into the redressal of shareholder and investor complaints.

THE VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Vigil Mechanism / Whistle Blower Policy has been uploaded on the Company''s Website i.e HYPERLINK "http://www.magicuttools.com/"www.magicuttools.com

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

The Formation of CSR committee is not applicable to our Company hence Company has not constituted CSR committee

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

However the Company was not required to pass special resolution as the Loans advanced and investments made in accordance with the said provisions has not exceeded the limits as specified in the provision:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 specifies the requirement for approval of the Board and/or the Members, as and when applicable in related party transactions in relation to contracts/arrangements.

During the year under review the Company has not entered into related party transactions as per the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Key Managerial Personnel or other designated persons that may have a potential conflict with the interest of the Company.

The Company has formulated a related party transactions policy and the same is displayed on the website of the company.

RISK MANAGEMENT

Risk management is the identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk management''s objective is to assure uncertainty does not deflect the endeavor from the business goals.

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. A risk management committee consisting of senior executives of the Company periodically reviews these procedures to ensure that executives'' management controls risk through means of a properly defined framework. A senior independent director is associated with the committee. The Company has framed the risk assessment and minimization procedure, which is periodically reviewed by the Board. The risk management policy is displayed on the website of the Company.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of conduct for Independent Directors, a comprehensive exercise for evaluation of the performances of every individual Director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your company during the year under review as per the evaluation criteria approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013.

For the purpose of carrying out performance evaluation exercise, four types of Evaluation forms were devised in which the evaluating authority has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating as Excellent, Very Good, Good or Satisfactory depending upon the performance.

Such evaluation exercise has been carried out

(i) Of Independent Directors by the Board

(ii) Of Non-Independent Directors by all the Independent Directors in separate meeting held for the purpose

(iii) Of the Board as a whole and its Committees by all the Independent Directors in their separate meeting.

(iv) Of the Chairperson of your Company by the Independent Directors in their separate meeting, after taking into account the views of the Executive/Non-Executive Directors

(v) Of individual Directors by the Nomination and Remuneration Committee

(vi) Of the Board by itself

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

AUDITORS

M/s. Girish Patel & Co., Statutory Auditors of your Company, retire at the ensuing Annual General Meeting and M/s Bagaria & Co LLP are appointed as Statutory Auditors for the term of 3years. The Auditors have given their consent in writing and have furnished a certificate to the effect that their appointment would be in accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR

Your Company has appointed M/s. Ankit Sethi & Associates as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 for conducing secretarial audit of Company for the financial year 2015-16. M/s. Ankit Sethi & Associates have issue there Audit report is attached in Annexure III.

QUALIFICATION GIVEN BY THE AUDITORS

Neither a secretarial audit nor statutory auditors have given any qualification, reservation or adverse remark or disclaimer in their report.

EQUITY SHARES WITH DIFFERENTIAL RIGHTS / EMPLOYEES'' STOCK OPTION PLAN / SWEAT EQUITY SHARES

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2015-2016

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2015-2016

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONAL

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure IV to the Board''s report

PARTICULARS OF EMPLOYEES

None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 read with section 134(3) (c) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

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

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

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 prevalent globally. The Report on Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Regulation 27 is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed Management Discussion and Analysis Report for the Financial Year 2015-16, as per the requirements of Listing Obligation & Disclosure Requirements Regulation, 2015 is given in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A] Conservation of Energy and Technology Absorption:

Company has taken effective steps at every stage to reduce energy consumption and conserve energy in all phases of operation.

Your Company has been continuously upgrading facilities in order to minimize power consumption, maximizing on power factors at its manufacturing locations.

Information as per Section 134 of the Companies Act, 2013 read with Companies (Account) Rules, 2014 is annexed as Annexure *V''.

(B) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows.

Foreign Exchange Earning and Foreign Exchange out Flow

Description	2015-16	2014-15
Capital Goods	NIL	4,50,62,500
Raw material	2,63,26,624	11,16,00,710
Travelling Expenditure	33,20,506	12,38,540

CODE OF CONDUCT

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

LISTING

The Company has listed its shares on The Bombay Stock Exchange Ltd. The Company is regular in payment of Listing Fees.

Website Links

Sr. no	Particulars	Website Links
1	Familiarization programs for Independent Directors	http://www.magicuttools.com/download.html
2	Policy for determining ''material'' subsidiaries	http://www.magicuttools.com/download.html
3	Policy on dealing with Related Party Transactions	http://www.magicuttools.com/download.html

GREEN INITIATIVE BY THE MINISTRY OF CORPORATE AFFAIRS

The Ministry of Corporate Affairs (''MCA'') has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members after considering relevant provisions of the Information Technology Act, 2000 and Companies Act, 2013 and rules made there under (''the Act'').

Pursuant to provisions of Act, service of documents to members can be made by electronic mode on the email address provided for the purpose of communication. If a member has not registered an email address, other permitted modes of service would continue to be applicable.

Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative. We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication.

This initiative will ease the burden on corporate (and the environment) of sending physical documents such as notices, annual reports etc. The members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further the shareholders, who request for physical copies, will be provided the same at no additional cost to them.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices.

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy

The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16

- Number of complaints received: NIL

- Number of complaints disposed off: NIL

ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board

Narendra R Gupta

(DIN- 00535619)

Chairman and Whole Time Director

Date: 02/09/2016

Place: Mumbai

---

Mar 31, 2015

Dear Members,

The Directors present the Annual Report of your Company together with the audited financial statements for the financial year ended 31st March 2015.

FINANCIAL PERFORMANCE

The standalone audited financial results for the year ended 31stMarch 2015 are as under:

Particulars For the Year ended For the Year ended 31st March, 2015 31st March, 2014

Income 546,555,730 632,569,611

Expenditure 630,540,531 577,671,848

Profit/ (Loss) before (83,984,801) 54,897,763 Depreciation and Tax

Depreciation 35,274,808 28,331,352

Profit /(Loss) before Tax 119,259,609 26,566,411

Deferred Tax/Current Tax 18,230,365 10736270

Profit/ (Loss) after Tax (137,489,973) 15,830,141

OPERATIONS REVIEW

The company achieved revenue from operation of Rs. 546,555,730 and a net loss of Rs. 137,489,973 during 2014-15 against a revenue of Rs. 632,446,338 and net profit of Rs. 15,830,141 for the year 2013-14. The company made a loss after many years of profit can be attributed to decrease in sales value due to change in economic situation and liquidity issues.

DEBT RESTRUCTURING PROPOSAL

The banker of the Company namely Punjab National Bank has accepted the Debt Restructuring proposal.

DIVIDEND

In view of losses incurred during the year 2014-15, the Board of Directors does not recommend any dividend for the year under review.

TRANSFER TO RESERVES

The Company has transferred no Amount to Reserve during the Year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT

There have been no material changes and commitments, if any, affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of report.

ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 in prescribed form MGT-9 for the financial year 2014-15 is attached in Annexure I

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business activity during the year under review.

DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

There have been no Companies which have become Subsidiaries, Joint Ventures or Associate Companies during the year under review.

DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

There have been no Companies which have been ceased to be its Subsidiary, Joint Venture or Associate Company during the year under review.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from Public within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

BOARD MEETINGS

The Board of Directors (herein after called as "the Board") met for Ten number of times during the Year under review on 17th June 2014, 19th June, 2014, 27th June, 2014, 7th August 2014, 14th August 2014, 04th September 2014, 14th November, 2014, 14thJanuary, 2015, 14th February, 2015 and 28th March,2015

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONAL

Changes in Directors and Key managerial personals are as follows

Sr. No Name of the Director/Key managerial Particulars personal

1 Ms. Ranjana P Dmello Appointed as Additional Independent Director.

Sr. No Name of the Director/Key managerial Date of Appointment personal and resignation

1 Ms. Ranjana P Dmello 28th March, 2015



RE-APPOINTMENT OF THE INDEPENDENT DIRECTORS

As per section 149 of the Companies Act, 2013 ("the Act"), the Company should have at least one third of the total number of Directors as Independent Directors on the Board of the Company. An Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company but shall be eligible for re - appointment on passing of a special resolution by the company and no Independent Director shall hold office for more than two consecutive terms.

Mr. Suresh V Bhandary and Mr. Satish K Marathe were appointed as an Independent Directors on 30th September,2014 according to the provision of section 149 of the Companies Act, 2013 any other applicable provisions of the Companies Act, 2013 for the period of one year and their tenure comes to an end on 30/09/2015. In accordance with the provisions of Section 149 read with Schedule IV to the Act, re- appointment of an Independent Directors requires special approval of members. Based on the recommendation of the Human Resources, Nomination and Remuneration Committee, the Board of Directors have proposed that Mr. Suresh V Bhandary and Mr. Satish K Marathe to be re-appointed as an Independent Directors of the Company. The appointment of Mr. Suresh V Bhandary and Mr. Satish K Marathe shall be effective upon approval by the members in the Meeting. The Company has received notice in writing under section 160 of the Companies Act, 2013 as required by law, along with the deposit of Rs. 1, 00,000 from Mr. Suresh V Bhandary and Mr. Satish K Marathe signifying their candidature for the position of Independent Director of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Satish K Marathe, Mr. Suresh V Bhandary and Ms. Ranjana P Dmello are the Independent Directors on the Board of the Company. The Company has received the declaration from all the Independent Directors confirming that they meet the criteria as set out in the provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

COMMITTEES OF BOARD

Nomination and Remuneration Committee

In Compliance with Section 178 of the Companies Act, 2013 and as per Clause 49 of the amended Listing Agreement being effective from 1st October 2014, your Company has re-constituted a Nomination and Remuneration Committee consisting of 3 Directors.

The Composition of the Committee is as under:

Name of Directors Designation Nature of Directorship in Committee

Mr. Suresh V Bhandary Chairman Non-Executive & Independent

Mr. Narendra R Gupta Member Whole Time Director

Mr. Satish K Marathe Member Non-Executive & Independent

The Board in consultation with the Nomination and Remuneration Committee formulated the Nomination and Remuneration Policy on Nomination and Remuneration of Directors, Key managerial Personnel and Senior Management including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178 and the policy formulated by the Committee is attached herewith in Annexure II.

Audit Committee

The composition of Audit Committee is as follows:

Name of Directors Designation Nature of Directorship in Committee

Mr. Satish K Marathe Chairman Non-Executive & Independent

Mr. Narendra R Gupta Member Whole Time Director

Mr. Suresh V Bhandary Member Non-Executive & Independent

All the recommendations made by the audit committee were accepted by the Board.

Frequency and quorum at these meetings were in conformity with the provisions of the Companies Act, 2013 and the Listing Agreement entered into by the company with the Stock Exchanges.

Stakeholders Relationship Committee - (Constituted As Shareholders / Investors' Grievances & Share Transfer Committee)

As Companies Act, 2013 ('the Act') have come into force w.e.f. April 01, 2014; pursuant to Section 178 of the Act, your Company has re-constituted Shareholders / Investors Grievances & Share Transfer Committee to "Stakeholders Relationship Committee".

The objective of the Committee is to look after various stakeholders' grievances and speedy disposal of the same. Company has constituted a Shareholders'/Investors' Grievance Committee. The committee is formed to specifically look into the redressal of shareholder and investor complaints.

The composition of the committee is as follows:

Name of Directors Designation Nature of Directorship in Committee

Mr. Satish K Marathe Chairman Non-Executive & Independent

Mr. Suresh V Bhandary Member Whole Time Director

Mr. Narendra R Gupta Member Non-Executive & Independent

Mr. Ravi N Gupta Member Managing Director

THE VIGIL MECHANISM

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.

The Vigil Mechanism / Whistle Blower Policy has been uploaded on the Company's Website i.e. ww.magicuttools.com

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

The Formation of CSR committee is not applicable to our Company hence Company has not constituted CSR committee

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

However the Company was not required to pass special resolution as the Loans advanced and investments made in accordance with the said provisions has not exceeded the limits as specified in the provision:

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and clause 49 of the Listing Agreement specifies the requirement for approval of the Board and/or the Members, as and when applicable in related party transactions in relation to contracts/arrangements.

During the year under review the Company has not entered into related party transactions as per the provisions of Section 188 of the Companies Act, 2013. Thus disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Key Managerial Personnel or other designated persons that may have a potential conflict with the interest of the Company.

The Company has formulated a related party transactions policy and the same is displayed on the website of the company.

RISK MANAGEMENT

Risk management is the identification, assessment, and prioritization of risks followed by coordinated and economical application of resources to minimize, monitor, and control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. Risk management's objective is to assure uncertainty does not deflect the endeavor from the business goals.

The Company has laid down procedures to inform the members of the Board about the risk assessment and minimization procedures. A risk management committee consisting of senior executives of the Company periodically reviews these procedures to ensure that executives' management controls risk through means of a properly defined framework. A senior independent director is associated with the committee. The Company has framed the risk assessment and minimization procedure,which is periodically reviewed by the Board. The risk management policy is displayed on the website of the Company viz.

ANNUAL EVALUATION BY THE BOARD OFITS OWN PERFORMANCE ANDTHAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on Code of conduct for Independent Directors, a comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your company during the year under review as per the evaluation criteria approved by the Board and based on guidelines given in Schedule IV to the Companies Act, 2013.

For the purpose of carrying out performance evaluation exercise, four types of Evaluation forms were devised in which the evaluating authority has allotted to the individual Director, the Board as a whole, its Committees and the Chairperson appropriate rating as Excellent, Very Good, Good or Satisfactory depending upon the performance.

Such evaluation exercise has been carried out

(i) of Independent Directors by the Board

(ii) of Non-Independent Directors by all the Independent Directors in separate meeting held for the purpose

(iii) of the Board as a whole and its Committees by all the Independent Directors in their separate meeting.

(iv) of the Chairperson of your Company by the Independent Directors in their separate meeting, after taking into account the views of the Executive/Non-Executive Directors

(v) of individual Directors by the Nomination and Remuneration Committee

(vi) of the Board by itself

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

AUDITORS

M/s. Girish Patel & Co., Statutory Auditors of your Company, retire at the ensuing Annual General Meeting and are eligible for re-appointment. The Auditors have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the Companies Act, 2013. Yours Directors recommend their re-appointment in the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Your Company has appointed M/s. Ankit Sethi & Associates as a Secretarial Auditor of the Company, according to the provision of section 204 of the Companies, Act 2013 for conducing secretarial audit of Company for the financial year 2014 - 15.

M/s. Ankit Sethi & Associates have issue there Audit report is attached in Annexure III.

QUALIFICATION GIVEN BY THE AUDITORS

Neither a secretarial audit nor auditors have given any qualification, reservation or adverse remark or disclaimer in their report.

EQUITY SHARES WITH DIFFERENTIAL RIGHTS / EMPLOYEES' STOCK OPTION PLAN / SWEAT EQUITY SHARES

The Company has not issued any equity shares with differential rights / sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2014-2015

The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2014-2015

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONAL

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure IV to the Board's report

PARTICULARS OF EMPLOYEES

None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to sub-section (5) of Section 134 read with section 134(3) (c) of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

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

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

CORPORATE GOVERNANCE

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 prevalent globally. 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 Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

The detailed Management Discussion and Analysis Report for the Financial Year 2014-15, as per the requirements of Clause 49 of the Listing Agreement, is given in a separate section forming part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A] Conservation of Energy and Technology Absorption:

Company has taken effective steps at every stage to reduce energy consumption and conserve energy in all phases of operation.

Your Company has been continuously upgrading facilities in order to minimize power consumption, maximizing on power factors at its manufacturing locations.

Information as per Section 134 of the Companies Act, 2013 read with Companies (Account) Rules, 2013 is annexed as Annexure 'V'.

(B) Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows.

Foreign Exchange Earning: - Nil

Foreign Exchange out Flow

Description 2014-15 2013-14

Capital Goods 45,062,500 141,845,502

Raw material 111,600,710 81102278

Travelling Expenditure 1,238,540 2,667,528

CODE OF CONDUCT

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

LISTING

The Company has listed its shares on The Bombay Stock Exchange Ltd. & National Stock Exchange of India Ltd. The Company is regular in payment of Listing Fees.

Website Links

Sr. no Particulars

1 Familiarization programs for Independent Directors

2 Policy for determining 'material' subsidiaries

3 Policy on dealing with Related Party Transactions

Sr. no Website Links

1 http://www.magicuttools.com/download.html

2 http://www.magicuttools.com/download.html

3 http://www.magicuttools.com/download.html

GREEN INITIATIVE BY THE MINISTRY OF CORPORATE AFFAIRS

The Ministry of Corporate Affairs ('MCA') has taken a Green Initiative in Corporate Governance by permitting electronic mode for service of documents to members after considering relevant provisions of the Information Technology Act, 2000 and Companies Act, 2013 and rules made thereunder ('the Act').

Pursuant to provisions of Act, service of documents to members can be made by electronic mode on the email address provided for the purpose of communication. If a member has not registered an email address, other permitted modes of service would continue to be applicable.

Your Company sincerely appreciates shareholders who have contributed towards furtherance of Green Initiative. We further appeal to other shareholders to contribute towards furtherance of Green Initiative by opting for electronic communication.

This initiative will ease the burden on corporate (and the environment) of sending physical documents such as notices, annual reports etc. The members who have not provided their email address will continue to receive communications, dissemination, notice(s), documents etc. via permitted mode of service of documents. Further the shareholders, who request for physical copies, will be provided the same at no additional cost to them.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices.

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy

The following is a summary of sexual harassment complaints received and disposed off during the year 2014-15

* Number of complaints received : NIL

* Number of complaints disposed off : NIL

ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board

Narendra R Gupta DIN-00535619 Chairman and Whole time Director

Date : 02/09/2015 Place : Mumbai

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

Financial Highlights:

Particulars (Rs. in Lakhs) (Rs. in Lakhs) 2013-2014 2012-2013

Sales (Inclusive of Excise Duty/ Service tax) 6696.00 5287.57

Other Income 1.23 24.27

Profit before Finance cost, Depreciation & Tax expenses 1000.45 794.97

Finance cost 451.48 378.85

Depreciation 283.31 165.13

Profit before Tax 265.66 250.99

Current Tax 57.90 50.77

Deferred Tax 49.46 73..67

Profit for the year/ period 158.30 126.55

Operations & Performance:

The Global operating environment improved considerably in FY2013-14, as economic activity strengthened and spending in most economies began to recover, however in a periodic manner - whereas theadvanced economies, particularly the US and UK led the bounce back asgrowth became broader and more entrenched, Europe saw the firsttentative signs of recovery after a long and painful slowdown. India''seconomic growth rate in the current financial year remained weak at 4.7% (previous year was 4.5%). The Industrial activity remained weak and the stagnation was broad based. Manufacturingoutput remained negative and the economy witnessed decline ininvestment in new projects in line with slowdown of overall growth. Although the FY 2013-14 was a challenging year for the Company as the Indianeconomy continued to be under severe stress, the company has given robust performance the highlights of the same are as under:

* Revenue from operations increased by 26.63% to Rs. 66,96,00,058/- from the previous year Rs. 52,87,53,973/-

* Export increased by 38.52% to Rs. 14,23,49,463/- from the previous year Rs. 10,21,18,586/-

* EBIDTA increased by 25.91% to Rs. 10,00,45,923/- from the previous year Rs. 7,94,97,322/-

* Profit before Tax increased by 5.98% to Rs. 2,65,66,411/- from the previous year Rs. 2,50,98,797/-

* Net Profit after Tax increased by 25.09 % to Rs. 1,58,30,141/- from the previous year Rs. 1,26,55,215/-

Although the Company maintains adequate internal control systems covering all its operation areas. The Directors are putting in their further efforts and are hopeful of improved working during the years to come. Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

End to End Solutions:

It''s been our constant endeavour to drive the growth of your company based upon Technology and Innovation. We had five years ago put a vision in place for becoming a complete End to End Solutions for all Sawing Needs and today we have immense pleasure to inform you that your company has reached to that level where only a few can dream off. During the year the company has completed its last Backward Integration project of HSS Edge Wire along with that of Backing Material. Your company is now amongst only six other companies in the world who boasts of this high technology product. We now produce our own Edge Wire and Backing Material which is converted into Bimetal Strips which is then used for manufacturing of Hacksaw Blades, Bandsaw Blades, Hole Saws, Reciprocating Saw Blades, Air Saws and Jigsaw Blades.

From the above you will appreciate that your Company performance is continuously on the increase

* Gross sales increased by 210.58 % from 2011 to 2014

* Export increased by 112.86 % from 2011 to 2014

* Operating profit increased by 118.40 % from 2011 to 2014.

* The value of Net fixed assets improved by almost 6.29 times

* The TNW has increased by 262.19 % from 2011 to 2014

* In spite of backward integration/ Expansion/ New project implementation in last 3 year, you will appreciate that the Current ratio has been improved from 1.29 to 1.35.

Star Export Performance Award:

We feel immense pleasure to inform you that during the year your company has received a Star Performers Award from EEPC India for its outstanding Export Performance during the financial year 2011-12.

Internal Control Systems and their Adequacy:

Your Company hasa proper and adequate system of controls in order to ensure that all assets are safeguarded against loss from unauthorised use or disposal. All transactions are properly checked, verified, recorded and reported correctly. Regular Internal Audit checks are carried out to ensure that the responsibilities are executed effectively and that proper and adequate systems are in place. Batch no has been allotted to the ever lot of production from the start of its RM to Finished Goods.

Safety, Health and Environment:

Your Company is giving utmost importance to safety, health and environment related issues. The employees are continuously educated and trained to improve their awareness and skills. All safety statutory requirements like licenses, mock drills under emergency conditions and fire extinguisher etc. are complied with. As a proactive approach, periodical safety audit is conducted to identify and eliminate possible potential causes of accidents.

Your Company is certified for Quality Management Systems under ISO 9001:2008.

Your Company feels climate change as the greatest threat affecting economic stability, vulnerable communities and the society at large. The endemic depletion of natural resources and the destruction of fragile environmental and social systems through the second half of the last century have compelled us to review our development patterns. Your company is working towards increasing greenery around ourplant and minimizing waste generation by promoting recovery, recycle and reuse. We have already planted about 6000 trees around our Palghar plant and are moving towards environmentally friendly technologies such as gas furnaces among other things. Further your company has planted a small garden at the both side of the entrance of the Head office.

Management Discussion & Analysis Report:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report, is made a part of the Annual Report.

Insurance:

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured.

Human Resources:

Your Company considers human resource to be an important and valuable asset for the organization. Therefore, constantly strives to attract, recruit and retain best talents for the current and future needs.

The Company has taken-up the following initiatives:

1. Necessary training programmes i.e., technical and soft skills have been organized in association with external agencies.

2. Offering career growth at all levels.

3. Conducting programmes on Safety, Health and Environment.

The Employer -Employee relations have been generally cordial throughout the year.

Auditors:

M/s. Girish Patel & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors'' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2014 are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Corporate Governance:

Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges. The Report on Corporate Governance along with the Auditors Certificate on its compliance, forms part of this Report and is annexed hereto.

Directors'' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

* that in the preparation of the annual accounts, the applicable accounting standards have been followed;

* that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for that period;

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

* that the annual accounts for the year ended March 31, 2014 has been prepared on a going concern basis.

Fixed Deposits:

The Company has not accepted any deposit from the public within the meaning of Section 58 A & 58 AA of the Companies Act,1956 and the Companies ( Acceptance of Deposits) Rules, 1975.

Particulars of Employees:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo: A] Conservation of Energy and Technology Absorption:

Company has taken effective steps at every stage to reduce energy consumption and conserve energy in all phases of operation.

Your Company has been continuously upgrading facilities in order to minimize power consumption, maximizing on power factors at its manufacturing locations.

Information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure ''A''.

B] Foreign Exchange Earnings & Outgo:

PARTICULARS 2013-14 2012-13

Foreign Exchange Earning Rs. 14,23,49,463 Rs. 10,21,18,586

Foreign Exchange Outgo Rs. 8,11,02,278 Rs. 6,98,10,650

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Banks, Government authorities, Suppliers and Customers. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board

Mumbai Narendra R Gupta September 04, 2014 Chairman & Whole Time Director

---

Mar 31, 2013

The Directors have pleasure in presenting the Annual Report on the operations of the Company together with the Audited Accounts for the year ended 31st March, 2013.

Financial Highlights:

Particulars (Rs.in lakhs) (Rs.in lakhs) 2012-2013 2011-2012

Sales(Inclusive of Excise Duty/Service tax) 5287.54 4015.72

Other Income 24.27 2.40

Profit before Finance cost, Depreciation & Tax expenses 794.97 460.96

Finance cost 378.85 213.87

Depreciation 165.13 60.42

Profit before Tax 250.99 186.66

Current Tax 50.77 38.08

Deferred Tax 73.67 71.31

Profit for the year/ period 126.55 77.27

Operations & Performance:

The global economy in the Financial Year (FY) 2012-13improved slowly, but was short on expectations. Several European economies continue to experience recession due to high unemployment, banking fragility, fiscal tightening and sluggish growth. The U.S. economy improved marginally. Among the Asian economies, China going through a political transition experienced considerably slow growth. Deceleration in industrial output and exports weakened India''s economic growth significantly.

FY 2012-13 proved to be a challenging year amidst global economic uncertainties and disturbances in many parts of the world. Despite these constraints and challenging environment, the Company performed reasonably well and the highlights of the performance are as under:

Although the Company maintains adequate internal control systems covering all its operation areas. The Directors are putting in their further efforts and are hopeful of improved working during the years to come.

Barring unforeseen circumstances, your Directors are confident of achieving better results in the ensuing year.

Dividend:

The Board of Directors at its meeting held on May 28, 2013 declared dividend of 0.30 Paisa per equity share having face value of 10/- each. The dividend on Ordinary shares is subject to the approval of the Shareholders in the Annual General meeting. The total dividend pay-out for the financial year 2012-13 will be Rs.23,53,506/-(includes dividend distribution tax Rs. 328506/-) (P.Y. Rs. 23,53,506/- includes dividend distribution tax Rs. 328506/-).

Expansions Plans:

It''s our pleasure to inform you that during the year, your company has completed 2 big projects this year(Bimetal Strip project, your company is first to manufacture this product in India & amongst the few in the world. Bimetal Band Saw project along with WELD Centre, this product is having a very high demand all over the world and again there are very few manufacture of this product in India), with this your company will not only have higher value addition by reducing the raw material cost but will also be generating more revenue through direct sale of these Bimetal Strips along with Bimetal Bandsaw Blades both in the Domestic and International Markets.

Scheme of Merger with Quick cut Engineering Company Private Limited:

The Scheme of Arrangement filed by the Company has been approved by the Honorable High Courts of Judicature at Bombay by the order dated 05th July, 2013, with an appointed date of 1st April, 2012 and an effective date of 05th July, 2013 (''the Effective Date''), being the date on which all the requirements under the Companies Act, 1956 have been completed.

Pursuant to the Scheme, the Company will allot 49,50,000 equity shares of Rs.10/- each to the shareholders of the Quick cut Engineering Company Private Limited (Transferor Companies) in the proportion of 99 Equity shares of Rs. 10/- each of the Trident Tools Limited (Transferee Company), for 1 Equity share of Rs. 10/- each held by the shareholder of the Transferor Company.

Preferential Issue of Share Warrants:

23,40,000 Warrants, where each warrant would entitle Snehal Multitrade Private Limited to subscribe to One Ordinary Share of the Company. As per SEBI (ICDR Regulation 2009), an amount equivalent to 100% of the price of warrants was received from Snehal Multitrade Private Limited. The Option to Convert Warrants into the Ordinary Shares is excisable by Snehal Multitrade private limited before 15th July 2013. This Issue of shares against warrant is subject to the approval of Merger from High Court as specified above. The Merger of the same has been approved from High Court on 05th July 2013, and the option to convert Warrants into the Ordinary Shares is excised by Snehal Multitrade Private Limited by 15th July 2013, and the same is approved and allotted.

Internal Control Systems and their Adequacy:

The Company has a proper and adequate system of controls in order to ensure that all assets are safeguarded against loss from unauthorized use or disposal. All transactions are properly checked, verified, recorded and reported correctly. Regular Internal Audit checks are carried out to ensure that the responsibilities are executed effectively and that proper and adequate systems are in place.

Safety, Health and Environment:

Your Company is giving utmost importance to safety, health and environment related issues. The employees are continuously educated and trained to improve their awareness and skills. All safety statutory requirements like licenses, mock drills under emergency conditions and fire extinguisher etc. are complied with. As a proactive approach, periodical safety audit is conducted to identify and eliminate possible potential causes of accidents. Your Company is certified for Quality Management Systems under ISO 9001:2008.

Your Company feels climate change as the greatest threat affecting economic stability, vulnerable communities and the society at large. The endemic depletion of natural resources and the destruction of fragile environmental and social systems through the second half of the last century have compelled us to review our development patterns. Your company is working towards increasing greenery around our plant and minimizing waste generation by promoting recovery, recycle and reuse. We have already planted about 6000 trees around our Palghar plant and are moving towards environmentally friendly technologies such as gas furnaces among other things.

Management Discussion & Analysis Report:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a Management Discussion and Analysis Report, is made a part of the Annual Report.

Insurance:

All properties and insurable interests of the Company including Building and Plant & Machinery have been adequately insured.

Human Resources:

Your Company considers human resource to be an important and valuable asset for the organization. Therefore, constantly strives to attract, recruit and retain best talents for the current and future needs. The Company has taken-up the following initiatives:

1. Necessary training programmers i.e., technical and soft skills have been organized in association with external agencies.

2. Offering career growth at all levels.

3. Conducting programmers on Safety, Health and Environment.

The Employer -Employee relations have been generally cordial throughout the year.

Auditors:

M/s. Girish Patel & Co., Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Members are requested to appoint auditors for the current year and to authorize the Board to fix their remuneration.

Auditors'' Report:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts for the year ended 31st March, 2013 are self-explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Corporate Governance:

Your Company complies with all mandatory requirements as stipulated under Clause 49 of the Listing Agreement of the Stock Exchanges. The Report on Corporate Governance along with the Auditors Certificate on its compliance, forms part of this Report and is annexed hereto.

Directors'' Responsibility Statement:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for that period;

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

- that the annual accounts for the year ended March 31, 2013 have been prepared on a going concern basis.

Fixed Deposits:

The Company has not accepted any deposit from the public within the meaning of Section 58 A & 58 AA of the Companies Act,1956 and the Companies ( Acceptance of Deposits) Rules, 1975.

Particulars of Employees:

The Company does not have any employee in receipt of remuneration equal to or exceeding the limits prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the investors, Financial Institutions, Banks, Government authorities, and Customers Your Directors express their deep appreciation to the Company''s employees at all levels for their unstinted efforts and valuable contributions during the year.

For and on behalf of the Board

Place: Mumbai NARENDRA R GUPTA

Date: 02nd September, 2013 CHAIRMAN