Directors Report of Maan Aluminium Ltd.

Mar 31, 2018

The Directors have pleasure in presenting their 15^th Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2018.

1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS

Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2018 are as follows:

THE YEAR AT A GLANCE (Rs. in Crores)

Particular	31st March, 2018	31st March, 2017
Profit before interest, depreciation & tax	17.35	12.81
Less : Interest	5.87	6.11
Profit before Depreciation	11.48	6.70
Less : Depreciation	1.71	1.59
Profit before tax and exceptional items	9.77	5.11
Exceptional items	0	0
Tax Expenses:	3.35	1.84
Profit after Tax	6.42	3.27
Add : Comprehensive Income	0.06	(0.09)
Total Comprehensive Income	6.47	3.17

RESULTS OF OPERATIONS

The Company’s revenues during the year are Rs.449.07crores, as compared to Rs.356.04 crores in the previous year, grew up by 26.13%. The Company’s profit before exceptional items and tax on a basis is Rs.9.77 crores during the year, as compared to Rs.5.11 crores in the previous year, an increase of 91.19% over the previous year.

2. DIVIDEND

During the year under review, the Company declared and paid to the shareholders, an interim dividend of Rs.1/- per equity share of face value of Rs.10/- each in the month of March, 2018. The Board did not recommend a final Dividend and therefore total Dividend for the year ended March 31, 2018 will be Rs.1/- per equity share of face value of Rs.10/- each.

3. Investor Education and Protection Fund - Unclaimed Dividend

Members are also requested to note that, pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended) (‘IEPF Rules’), the Company is also obliged to transfer all shares on which dividend has not been paid or claimed for seven consecutive years or more to the Demat Account of the IEPF Authority notified by the Ministry of Corporate Affairs (‘IEPF Demat Account’). During the year 2017-18, unclaimed Dividend for Financial Year 2009-10 of Rs.78,629/- was transferred to the Investor Education and Protection Fund (IEPF), as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time). Pursuant to the provisions of section 124(6) of the Companies Act, 2013 and the rules mentioned aforesaid, equity shares in respect of which dividend has not been claimed for the Financial Year 2009-10 transferred to the IEPF Authority in accordance with the aforesaid rules.

4. KEY BALANCE SHEET INFORMATION

The Financial Statement of the Company for the Financial year 2017-18 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Regulation). The Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors. The audited Financial Statement along with Auditor report have been annexed to the Annual Report and also available on the website of the Company and can be accessed at the web link www.maanaluminium.in

Overall Bank Debt Stood at Rs.36.83 Crore as on 31st March, 2018 with Debt Equity Ratio of 1.04.

Our Credit Rating have improved to BBB- issued by Brick works Ratings India Pvt. Ltd.

5. FUTURE OUTLOOK

2017 was a “year of surprises for the aluminum market,” .

“Prices moved to the tune of Chinese government announcements.”

Aluminum prices averaging $2,003 in Q4 2018. The maximum forecast provided for the period was $2,300 and the minimum was $1,779.

During the year, there will be a number of factors for investors to watch. One is the US government’s two separate national security investigations into imports of aluminum and steel, which have a January 2018 deadline for recommendations. They are expected to result in a combination of tariffs and quotas on imports from China, and could impact aluminum prices.

Shanghai Futures Exchange aluminum stocks are still at “record highs,” and added that China could ramp up aluminum production after the winter period ends in mid-March.

“[The] new capacity additions and restarts could be a catalyst for a correction in the aluminium prices. But a correction — not a price collapse,”

“capacity controls, environment and consolidation will be the key themes to watch out for in 2018.”

Aluminium Extrusion demand remains buoyant with ever growing uses in automotive, transportation, packaging, building and construction, marine, consumer durables, solar, industrial equipments, defence and power sectors.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

Retire by Rotation and subsequent

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and qualification of Director) Rules, 2014 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Ashish Jain (Executive Director), are liable to retire by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment.

In accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under, the Listing Regulations and the Articles of Association of the Company, the Independent Directors and the Managing Director of the Company are not liable to retire by rotation.

Declaration of independence from Independent Directors:

The Company has received declarations from all the Independent Directors confirming they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16 of Listing regulation any statutory modification (s) or re-enactment(s) thereof for the time being in force). Number of meetings of the Board :

6 (Six) meetings of the Board of Directors were held during the financial year, the Board of Directors of the Company convened during the financial year 2017-18 are given in the corporate Governance Report which forms part of this Annual Report.

Remuneration of directors, Key managerial personnel and particulars of employees :

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any Statutory modification (s) or re-enactment (s) thereof for the time being in force).

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any Statutory modification (s) or re-enactment (s) thereof for the time being in force) in respect of Directors/ employees of the Company is set out in the Annexure-1 to this report and is also available on the website of the Company (www.maanaluminium.com).

Nomination and Remuneration Policy

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualification, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any Statutory modification (s) or re-enactment (s) thereof for the time being in force).

The salient features of the Policy is set out in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company www.maanaluminium.com

Performance Evaluation :

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.

The process for evaluation of the performance of the Director(s) / Board / Committees of the Board for the financial year 2017-18 was initiated by the Nomination and Remuneration Committee, by triggering online Survey(s) to all Directors.

The Directors carried out the annual performance evaluation of the Board, Committees of Board and individual Directors along with assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

Key Managerial Personnal :

The following person have been designated Key Managerial Personnal of the Company pursuant to section 2 (51) and section 203 of the Act., read with the Rule framed there under.

1. Mr. Ravinder Nath Jain, Chairman & Managing Director

2. Mr. Sandeep Verma, CEO

3. Mr. Sandeep Kumar Agarwal, CFO & Company Secretary

Mr. Yogendra Jain, has resigned from post of CFO w.e.f. 15.09.2017, Mr. Sandeep Kumar Agarwal have been nominated as CFO of the Company w.e.f. 05.02.2018.

7. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-2 and is attached to this Report.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.

All contracts/arrangements/transactions entered by the Company with Related Parties were in ordinary course of business and at arm’s length basis.

During the year under review, the Company has not entered into any contracts/ arrangements/transactions with releated parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company.

There are no material significant related party transactions that may have potential conflict with interest of the Company at large.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 40 to the Financial Statements of the Company.

Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure -3 to this report.

10. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18. The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2018 and state that :

- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis; and

- they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

The Company’s Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company’s approved policies and procedures have been followed.

11. RISK MANAGEMENT

The company has a well-defined process in place to ensure appropriate identification and treatment of risk. Risk Identification exercise is interwoven with the annual planning cycle which ensures both regularity and Comprehensiveness. The identification of risk is done at strategic, business, operational and process levels. While the mitigation plan and actions for risks belonging to strategic, business and key critical operational risks are driven by senior leadership, for rest of the risks, operating manager drive the conception and subsequent auctioning of mitigation plans.

The key strategic, business and operational risks which are Significant in terms of their impact to the overall objectives of the Company along with status of the mitigation plans are periodically presented and discussed in the Risk Management Committee (RMC) meetings. Inputs from the RMC are duly incorporated in the action plans. All significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.

12. INTERNAL CONTROL RELATED TO FINANCIAL STATEMENT

Internal financial control system of the company have been designed to provide reasonable assurance with Regard to recording and providing reliable financial and operational information, complying with applicable Accounting Standards.

The Company has a well-defined and documented delegation of authority manual with specified limits for approval of expenditure, both capital and revenue.

The Company is in process to establish Enterprise Risk Management (ERP) system to record day to day transactions For accounting and financial reporting. The ERP system will configured to ensure that all transaction are integrated seamlessly with the underlying books of accounts.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of account. Explanations are sought for any variances noticed from the respective functional heads. The Company has a robust financial closure self-certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates. There are adequate policies, authorization matrices governing financial transactions and approvals.

The Company has adopted accounting policies which are In line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

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

For each major element in the financial statements, the inherent reporting risks have been identified by the Company. Controls have been put to mitigate these risks. These risks and the mitigation controls are revisited periodically. Corporate accounts function of the Company is actively involved in designing large process changes as well as validating changes to IT systems that have a bearing on the books of account.

The Company gets its Standalone financial statements audited every quarter by its Statutory Auditors.

13. TRANSFER TO RESERVE

The Company has not transferred any amount to general reserve out of the profits of the year.

14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the financial year ended 31st March, 2018 the Company incurred CSR Expenditure of Rs. 9.51 Lacs The CSR initiatives of the Company were under the thrust areas of health & hygiene, education, water management and enhancement of vocational training.

The Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment (s) thereof for the time being in force) is set out in the Annexure-4 to this report

15. AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued there under and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management.

The Audit Committee comprises of Mr. Amit Jain, Mr. Ashish Jain and Mr. Rajesh Jain. Mr. Sandeep Agarwal acts as Secretary to the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

16. VIGIL MECHANISM

The Whistleblower Policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations

The Policy also provides protection to the employees and business associates who report unethical practices and irregularities.

Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

17. AUDITOR

STATUTORY AUDITOR

M/s Khandelwal & Khandelwal Associates, Chartered Accountants (Firm Registration No. 008389C) have been appointed as the Statutory Auditors of the Company for Second term as per provision of Section 139 of the Company Act, 2017 in the 14^th Annual General Meeting of the Company held on June 26, 2017, to hold the office till the conclusion of 17^th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.

They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Ms. Anita Aswal, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2017-2018. The Report of Secretarial Auditor (Form MR-3) for the Financial Year 2017-2018 is annexed to the report as (Annexure-5).

COST AUDITOR

On the recommendation of Audit Committee, the Board of Directors in its meeting held on March 26, 2018 has appointed M/s. Vivek Bothra, Cost Accountants as the Cost Auditor of the Company for the financial year 2018-19 on the aggregate remuneration of '' 75,000/- (Rupees Seventy five Thousand only) plus taxes, as applicable in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under. The remuneration payable to the Cost Auditor of the Company has been proposed for the ratification by the members of the Company and shall form part of the notice of 15th Annual General Meeting.

18. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report. It speaks about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Company’s various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material development during the financial year 2017-18.

19 POLICY ON SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure .Your Company has constituted an Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has a policy on prevention & prohibition of sexual harassment at workplace. The policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year, no complaints have been received under the policy.

20. RATING

The Long-term and short term Fitch Rating of your Company has been upgraded by the credit rating agency “Brickwork Ratings India Pvt. Ltd.” looking the upgraded performance of the company in its revenue and profitability. The rating agency has rated the company as below :

S. No.	Instrument/ Facilities	Existing Rating	Revised Rating
1.	Long term bank facilities	BWR BB (Pronounced as BWR Double B Plus) Stable	BWR BBB- (Pronounced as BWR Triple B minus) Outlook : Stable (Upgraded)
2.	Short term bank facilities	BWR A4 (Pronounced as BWR a Four Plus)	BWR A3 (Pronounced as BWR A Three) (Upgraded)

21. CORPORATE GOVERANCE

A separate section on Corporate Governance standards followed by the Company, as stipulated under regulation 34(3) and 53(f) read with schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from Ms. Anita Aswal, Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report.

22. LISTING OF SHARES

Your Company’s shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited. The Listing Fees for the financial year 2018-19 has been paid.

OTHER DISCLOSURES

a. During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014(including any statutory modification(s) or Re-enactment(s) thereof for the time being in force);

b. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

c. There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;

d. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the Annexure to this report;

e. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

f. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ directors or by trustees for the benefits of employees/ Directors; and

g. The Company has not issued equity shares with differential rights as to dividend , voting or otherwise.

APPRECIATION

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board

Date : 25^th May, 2018 Ravinder Nath Jain

Place : New Delhi Chairman & Managing Director

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Mar 31, 2017

The Directors have pleasure in presenting their Fourteenth Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2017.

1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS

Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2017 are as follows:

THE YEAR AT A GLANCE (Rs. in Lakhs)

Particulars	2016-17	2015-16
Profit Before Depreciation	661.59	238.50
Less: Depreciation	159.38	143.17
Profit Before Tax	502.21	95.32
Less: Taxation	181.41	34.88
Profit After Tax	320.80	60.44
Add: Profit brought forward	705.99	665.89
Total Profit Available for Appropriation	1026.79	726.33
Less: Appropriations	40.68	20.34
Balance carried to Balance Sheet	986.11	705.99

RESULTS OF OPERATIONS

The gross turnover of your Company for the 2016-17 is Rs. 35646.79 Lakhs as against Rs.19810.25 Lakhs in the previous year. The Net Profit before tax stood at Rs.502.21 Lakhs as against Rs.95.32 Lakhs in the previous year. The Profit after Tax is Rs.320.80 Lakhs as against Rs.60.44 Lakhs in the previous year.

2. DIVIDEND

The Board of Director on November 14, 2016, declared an interim dividend at the rate of Rs.1/- ('' One Only) per Equity share of Rs.10/- (Rupee Ten) each, whose was paid to the member, whose name is appeared on the Register of Member of the company on November 22, 2016.

Considering the future growth, the board of Director does not recommend any final dividend on the equity shares and the interim dividend declared is the final dividend on the equity shares of the company for the Financial Year ended March 31, 2017. The interim dividend declared and paid on equity shares including dividend tax thereon aggregated as Rs.40.68 Lacs.

3. CONSOLIDATED FINANCIAL STATEMENTS

The Financial Statement of the Company for the Financial year 2016-17 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Regulation). The Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report. The Financial Statements as stated above are also available on the website of the Company and can be accessed at the web link www.maanaluminium.in

4. FUTURE OUTLOOK

Aluminium Extrusion demand remains buoyant with ever growing uses in automotive, transportation, packaging, building and construction, marine, consumer durables, solar, industrial equipments, defence and power sectors.

5. MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Company occurred during the Financial Year ended as on 31^s1 march, 2017 to which this financial statement relates on the date of this report.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Appointment of Director

Pursuant to the request received from Mr. Neeraj Goel and Mrs. Shalini Nigam, to consider the appointment of their representatives on the Board of Directors and on the recommendation of the Nomination & Remuneration Committee, the Board of Directors has appointed :

Mrs. Dipti Jain, as an Additional Director of the Company with effect from 26^lh May, 2017 in the category of Executive, Non-Independent Director.

Mr. Rajpal Jain, as an Additional Director of the Company with effect from 26^th May, 2017 in the category of Non-Executive, Independent Director.

In accordance with Section 161 of the Act, the aforesaid director hold office up to the date of the forthcoming Annual General Meeting of the Company and being eligible offer their candidature for appointment as Directors. Your approval for their appointment as Directors has sought in this Annual General Meeting of the Company.

b. Director coming up for retire by rotation

In accordance with the provisions of the Act, and the Articles of Association of the Company, Ms. Priti Jain retires by rotation and being eligible offers her candidature for re-appointment as a Director.

c. Independent Directors

The Independent Director hold office for a fixed term of five years and are not liable to retire by rotation.

In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the company that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and SEBI Regulations.

d. Board Effectiveness

i. Familiarization Programme for the Independent Director

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of the familiarization programme are explained in Corporate Governance Report. The same is also available on the website of the Company.

ii. Board Evaluation

Pursuant to the provisions of the Act and the SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

e. Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

1. Mr. Ravinder Nath Jain, Chairman & Managing Director

2. Mr. Sandeep Verma, CEO

3. Mr. Yogendra Jain, Chief Financial Officer

4. Mr. Sandeep Kumar Agarwal, Company Secretary & Compliance Officer

None of the Key Managerial Personnel have resigned during the year under review

7. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-1 and is attached to this Report.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.

All related party transactions that were entered during the financial year were in the ordinary course of business and were on arms length basis. There were no material related party transactions entered by the Company with Directors, KMPs or other persons which may have a potential conflict with the interest of the Company.

All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company

In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report (Annexure-2)

10. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board and Committee meetings are prescheduled and a tentative calendar of the meetings finalized in consultation with the Directors to facilitate them to plan their schedule. However, in case of special and urgent business needs, approval is taken by passing resolutions through circulation.

During the year under review, Five Board Meetings and Four Audit Committee Meetings were convened and held. The details of the meetings including composition of Audit Committee are provided in the Corporate Governance Report. During the year, all the recommendations of the Audit Committee were accepted by the Board.

11. DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2017 and state that :

- in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period:

- they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- they have prepared the annual accounts on a going concern basis; and

- they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

The Company’s Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company’s approved policies and procedures have been followed.

12. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There was no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports.

13. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company reviewed the risks, if any, involved in the Company from time to time, and took appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.

14. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company’s operations in future.

15. INTERNAL CONTROL SYSTEMS

a. Internal Control System and their adequacy

The Company has in place well defined and adequate internal controls commensurate with the size of the Company and the same were operating effectively throughout the year.

The Company has an Internal Audit (IA) function. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectives and independence, the IA function reports to the Chairman of the Audit Committee of the Board. The Internal Auditor evaluates the efficiency and adequacy of internal control system, its compliance with operating systems and policies of the Company and accounting procedures at all locations of the Company. Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

b. Internal Controls Over Financial Reporting

The internal financial controls (IFC) framework at MAAN encompasses internal controls have been put in place across all key business processes of the Company. The internal controls are designed to facilitate and support the achievement of the Company’s business objectives and such controls do enable the Company to adapt to changing and operating environment, to mitigate risks to acceptable levels and to support sound decision making and good governance.

Details in respect of adequacy of internal financial controls with reference to the financial statements are briefly iterated below:

a. The Company maintains all its major records and the work flow;

b. The Company has appointed internal auditors to examine the internal controls, and examine whether the workflow of the organization is being done through the approved policies of the Company. In every quarter, during the approval of financial statements, internal auditors present the internal audit report and the management comments on the internal audit observations; and

c. The Board of Directors of the Company has adopted various policies such as related party transactions policy, whistle blower policy, policy to determine material subsidiaries and such other procedures for ensuring the orderly and efficient conduct of its business for 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 information.

16. INDIAN ACCOUNTING STANDARD (IND AS) - IFRS CONVERGED STANDARDS The Ministry of Corporate Affairs vide its notification dated February 16, 2015 has notified the Companies (Indian Accounting Standard) Rules, 2015.

In pursuance of this notification, the company will adopt IND AS with effect from April 01, 2016, with the comparatives for the periods ending March 31, 2016.

The implementation of IND AS is a major change process for which the company has established a project team and is dedicating considerable resources. The impact of the change on adoption of IND AS is being assessed.

17. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The policy of the Company on director’s appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters are adopted as per the provisions of the Companies Act, 2013. The remuneration paid to the Directors is as per the terms laid out in the nomination and remuneration policy of the Company. The nomination and remuneration policy as adopted by the Board is placed on the Company’s website http:// www.maanaluminium.in/news/Nomination Renumeration Policy-maan.pdf

18. TRANSFER TO RESERVE

The Company has not transferred any amount to general reserve out of the profits of the year.

19. PERFORMANCE EVALUATION OF THE BOARD

The Board of Directors in its meeting held on May 26, 2017 has reviewed the performance of the Committees, the Members and the Board as a whole. The criteria and manner for performance evaluation is as per the Nomination and Remuneration Policy, as annexed to this Report.

20. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

21. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

a. Amit Jain

b. Rajesh Jain

c. Ashish Jain

The above composition of the Audit Committee consists of Independent Directors viz., Mr. Amit Jain and Mr. Rajesh Jain who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

22. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors Report and forms part of this report.

The ratio of the remuneration of each director to the median employees remuneration and other details in terms 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, are forming part of this report as (Annexure-3).

23. SHARES

The paid up Equity Share Capital as on March 31, 2017 was Rs.3.38 Crore. The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme.

No disclosure is required under Section 67(3) (c) of the Act, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable

24. AUDITOR STATUTORY AUDITOR

M/s Khandelwal & Khandelwal Associates, Chartered Accountants (Firm Registration No. 008389C) have been appointed as the Statutory Auditors of the Company for Second term as per provision of Section 139 of the Company Act, 2017 in the 14^th Annual General Meeting of the Company held on June 26, 2017, to hold the office till the conclusion of 17^th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.

They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Ms. Anita Aswal, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2017-2018. The Report of Secretarial Auditor (Form MR-3) for the FY 2016-2017 is annexed to the report as (Annexure-4).

COST AUDITOR

On the recommendation of Audit Committee, the Board of Directors in its meeting held on February 14, 2017 has appointed M/s. Vinod Bhatt & Associate, Cost Accountants as the Cost Auditor of the Company for the financial year 2017-18 on the aggregate remuneration of Rs. 75,000/- (Rupees Seventy five Thousand only) plus taxes, as applicable and out of pocket expenses, in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under. The remuneration payable to the Cost Auditor of the Company has been proposed for the ratification by the members of the Company and shall form part of the notice of 14th Annual General Meeting.

25. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success in the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organizational vision is founded on the principles of good governance and by the resolve to be a customer-centric organization which motivates the Company’s Management to be aligned to deliver leading-edge building products backed with dependable after sales services.

Your Company is committed to creating and maximizing long term value for shareholder and essentially follows a four pronged approach to achieve this end.

a) By increasing all round operational efficiency,

b) by identifying strategies that enhance its competitive advantage,

c) by managing risks and pursuing opportunities for profitable growth

d) by cementing relationships with other important stakeholder groups through meaningful engagement processes and mutually rewarding associations that enable it to create positive impacts on the economic, societal and environmental dimensions of the Triple Bottom Line.

Underlying this is also a dedication to value-friendly financial reporting that assures the shareholder and investor of receiving transparent and unfettered information on the Company’s performance.

26. FIXED DEPOSITS

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

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

Particular in respect of Conservation of Energy, Technology absorption, Foreign Exchange earning and outgo under Section 134(3) (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given as per Annexure of this report.

28. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

29. POLICY ON SEXUAL HARASSMENT

Your Company has constituted an Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has a policy on prevention & prohibition of sexual harassment at workplace. The policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year, no complaints have been received under the policy.

30. RATING

The Long-term Fitch Rating of your Company ‘BWR BB ’ indicating stable outlook of the Company.

31. CORPORATE GOVERANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company’s structure, its Board of Directors, its policies and guidelines, its culture and the behaviour of not only its officers and directors, but also all of its employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our corporate culture, guiding how we work and how we do business. We apply and adhere to the rules-not just those required by government, but also those we impose on ourselves to meet the highest possible standards.

We continually discuss bylaws and governance practices, changing our policies when necessary and pointing out areas where we need to improve our performance. We also compare our practices to the criteria used by outside organizations to evaluate corporate performance.

A separate section on Corporate Governance standards followed by the Company as stipulated under regulation 34(3) and 53(f) read with schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from Ms. Anita Aswal, Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report.

32. LISTING OF SHARES

Your Company’s shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited. The Listing Fees for the financial year 2016-17 has been paid.

CAUTIONARY NOTE

Certain statements in the Management Discussion and Analysis section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Company’s growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Company’s financial statements and notes on accounts.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.

For and on behalf of the Board

Date : 26^th May, 2017 Ravinder Nath Jain

Place : New Delhi Chairman & Managing Director

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Mar 31, 2015

Dear Members,

The Directors present you the Twelth Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2015.

1. FINANCIAL SUMMARY

Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2015 are as follows:

THE YEAR AT A GLANCE (Rs. in Lakhs)

Particulars 2014-15 2013-14

Profit Before Depreciation 184.95 258.03

Less: Depreciation 142.15 221.12

Profit Before Tax 42.79 36.91

Less: Taxation 14.62 -4.81

Profit After Tax 28.17 41.72

Add: Profit brought forward 637.72 596.00

Total Profit Available for Appropriation 665.89 637.72

Less: Appropriations - -

Balance carried to Balance Sheet 665.89 637.72

RESULTS OF OPERATIONS

The gross turnover of your Company for the 2014-15 is Rs. 11922.95 Lakhs as against Rs. 11212.10 Lakhs in the previous year. The Net Profit before tax stood at Rs. 42.79 Lakhs as against Rs. 36.91 Lakhs in the previous year. The Profit after Tax is Rs. 28.17 Lakhs as against Rs. 41.72 Lakhs in the previous year.

2. DIVIDEND

The Company's inadequate profits do not justify a dividend payout. Hence to conserve our reserves we are unable to recommend any dividend for the year under review.

3. FUTURE OUTLOOK

Aluminium Extrusion demand remains buoyant with ever growing uses in automotive, transportation, packaging, building and construction, marine, consumer durables, solar, industrial equipments, defence and power sectors.

4. MATERIAL CHANGES AND COMMITMENT

No material changes and commitments affecting the financial position of the Company occurred during the Financial Year ended as on 31s1 march, 2015 to which this financial statement relates on the date of this report

5. PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR ENDED MARCH 31,2015.

Ms. Priti Jain, Director who retire by rotation and being eligible offers herself for re- election. Mr. Ravinder Nath Jain who was appointed as Executive Chairman, has now been appointed as Chairman and Managing Director on 27.12.2014 due to resignation of Mr. Mohinder Jain. Mr. Ashish Jain who was appointed as Additional Director on 14.11.2014 thereafter on 17.04.2015 Mr. Sandeep Verma appointed as Additional Director and holds the said office till the date of Annual General Meeting. A notice has been received from a member proposing their candidature for his appointment.

Mr. Bijender Kumar Rithaliya, CFO and Company Secretary has resigned on 30.09.2014. Mr. Yogender Jain has been appointed as Chief Financial Officer on 27.12.2014 and Mr. Sandeep Kumar Agarwal has been appointed as Company Secretary on 13.02.2015 as per relevant provisions related to Key Managerial Personnel of the Companies Act, 2013.

The brief resume of the aforesaid directors and other information has been detailed in the Corporate Governance Section of this report.

6. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-1 and is attached to this Report.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.

All related party transactions that were entered during the financial year were in the ordinary course of business and were on arm's length basis. There were no material related party transactions entered by the Company with Directors, KMPs or other persons which may have a potential conflict with the interest of the Company. All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee and also disclosed to the Stock exchanges under Clause 49 of the Listing Agreement.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is uploaded on the website of the Company

In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report (Annexure-2)

9. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year 2014-2015, 6 meetings of the Board of Directors were held on May 30, 2014, July 21, 2014, August 11, 2014, November 14, 2014, December 27, 2014 and February 13, 2015

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, the Directors hereby confirm that:

* in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

* they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

* they have prepared the annual accounts on a going concern basis; and

* they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

11. COMMENTS BY THE BOARD ON AUDIT QUALIFICATION

There was no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Practicing Company Secretary in their respective reports.

12. RISK MANAGEMENT POLICY

Your Directors have adopted a Risk Management Policy for the Company. The Audit Committee and the Board of Directors of the Company reviewed the risks, if any, involved in the Company from time to time, and took appropriate measures to minimize the same. The Audit Committee ensures that the Policy for Risk Management is adopted across the Company in an inclusive manner.

13. ORDERS PASSED BY THE REGULATORS OR COURTS, IF ANY

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Company's operations in future.

14. INTERNAL DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company's internal control systems are supplemented by an extensive programme of internal audit by an independent professional agency and periodically reviewed by the Audit Committee and Board of Directors. The internal control system is designed to ensure that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board regarding the fulfilment of all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

16. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has adopted a Nomination and Remuneration Policy on Directors' Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Policy is enclosed as a part of this report in compliance with Section 134(3) of the Companies Act, 2013. (Annexure- 3)

17. PERFORMANCE EVALUATION OF THE BOARD

The Nomination and Remuneration Committee at its meeting held at November 14, 2014 and the Board of Directors at its meeting held on November 14, 2014 respectively, had laid down criteria for performance evaluation of Directors, Key Managerial Personnel's (KMPs) and Board & its Committees as a whole. Further, self evaluation with respect to performance of the Committees was done by the Committees and then recommended to the Board for further evaluation. The Board of Directors in its meeting held on May 26, 2015 has reviewed the performance of the Committees, the Members and the Board as a whole. The criteria and manner for performance evaluation is as per the Nomination and Remuneration Policy, as annexed to this Report.

18. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

19. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members

a. Amit Jain

b. Rajesh Jain

c. Ashish Jain

The above composition of the Audit Committee consists of Independent Directors viz., Mr. Amit Jain and Mr. Rajesh Jain who form the majority.

The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.

20. DISCLOSURES UNDER SECTION 197 OF THE COMPANIES ACT, 2013 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors' Report and forms part of this report.

The ratio of the remuneration of each director to the median employee's remuneration and other details in terms 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, are forming part of this report as (Annexure-4).

21. SHARES

The Company has not been involved in any Buy back of Securities, Issue of Sweat Equity Shares, Issue of Bonus Shares and Employee Stock Option Plan during the Financial Year ended as on 31st March, 2015.

22. AUDITOR S

TATUTORY AUDITOR

M/s Khandelwal & Khandelwal Associates, Chartered Accountants (Firm Registration No. 008389C) have been appointed as the Statutory Auditors of the Company in the 11th Annual General Meeting of the Company held on September 30, 2014, to hold the office till the conclusion of 14th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting. Further, the ratification in respect with the appointment of M/s Khandelwal & Khandelwal Associates, Chartered Accountants as the Statutory Auditors of the Company is proposed for the ratification of shareholders in the Notice of 12lh Annual General Meeting of the Company.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed M/s Aggarwal Amit and Associates, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for FY 2014-2015. The Report of Secretarial Auditor (Form MR-3) for the FY 2014-2015 is annexed to the report as (Annexure-5).

COST AUDITOR

On the recommendation of Audit Committee, the Board of Directors in its meeting held on May 26, 2015 has appointed M/s. Vinod Bhatt & Associate, Cost Accountants as the Cost Auditor of the Company for the financial year 2015-16 on the aggregate remuneration of Rs. 75,000/- (Rupees Seventy five Thousand only) plus taxes, as applicable and out of pocket expenses, in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under. The remuneration payable to the Cost Auditor of the Company has been proposed for the ratification by the members of the Company and shall form part of the notice of 12th Annual General Meeting.

23. FIXED DEPOSITS

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013.

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

Particular in respect of Conservation of Energy, Technology absorption, Foreign Exchange earning and outgo under Section 134(3) (m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given as per Annexure of this report.

25. MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

26. CORPORATE GOVERANCE

Your Company is committed to achieve the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set by the Regulators/ applicable laws. Our focus on corporate governance, where investor and public confidence in companies is no longer based strictly on financial performance or products and services but on a company's structure, its Board of Directors, its policies and guidelines, its culture and the behaviour of not only its officers and directors, but also all of its employees.

Our approach is proactive, starting with our Leadership Team. It is also deeply ingrained in our corporate culture, guiding how we work and how we do business. We apply and adhere to the rules-not just those required by government, but also those we impose on ourselves to meet the highest possible standards.

We continually discuss bylaws and governance practices, changing our policies when necessary and pointing out areas where we need to improve our performance. We also compare our practices to the criteria used by outside organizations to evaluate corporate performance.

A separate section on Corporate Governance standards followed by the Company, as stipulated under Clause 49 of the Listing Agreement with the stock exchange is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from M/s Janmejay Singh Rajput & Associates, Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the Corporate Governance Report.

27. LISTING OF SHARES

Your Company's shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited. The Listing Fees for the financial year 2015-16 has been paid.

CAUTIONARY NOTE

Certain statements in the 'Management Discussion and Analysis' section may be forward-looking and are stated as required by applicable laws and regulations. Many factors may affect the actual results, which would be different from what the Directors envisage in terms of the future performance and outlook. Investors are cautioned that this discussion contains forward looking statement that involve risks and uncertainties including, but not limited to, risks inherent in the Company's growth strategy, dependence on certain businesses, dependence on availability of qualified and trained manpower and other factors discussed. The discussion and analysis should be read in conjunction with the Company's financial statements and notes on accounts.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.

For and on behalf of the Board

Date :14th August, 2015 Ravinder Nath Jain Place : New Delhi Chairman & Managing Director

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Mar 31, 2014

Dear Members,

The Directors present you the Eleventh Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2014.

THE YEAR AT A GLANCE

('' in Lacs) Year Ended Year Ended PARTICULARS 31.03.2014 31.03.2013

Profit Before Depreciation 258.03 244.17

Less: Depreciation 221.12 177.38

Profit Before Tax 36.91 66.79

Less: Taxation -4.81 27.10

Profit After Tax 41.72 39.69

Add: Profit brought forward 596.00 556.31

Total Profit Available for Appropriatio 637.72 596.00

Less: Appropriations - -

Balance carried to Balance Sheet 637.72 596.00

RESULTS OF OPERATIONS

The gross turnover of your Company for the 2013-14 is Rs. 11212.10 Lakhs as against Rs. 10105.59 Lakhs in the previous year. The Net Profit before tax stood at Rs. 36.91 Lakhs as against Rs. 66.79 Lakhs in the previous year. The Profit after Tax is Rs. 41.72 Lakhs as against Rs. 39.69 Lakhs in the previous year.

DIVIDEND

The Company''s inadequate profits does not justify a dividend payout. Hence to conserve our reserves we are unable to recommend any dividend for the year under review.

FUTURE OUTLOOK

Aluminium Extrusion demand remains buoyant with ever growing uses in automotive, transportation, packaging, building and construction, marine, consumer durables, solar, industrial equipments, defence and power sectors.

DIRECTORS

Mr. Sunil Kumar Shandilya, Executive Director, Mr. Adish Jain, Ms. Priti Jain retire by rotation and, being eligible offers themself for re-election. As per provisions of Section 149 of the Act,which comes into force with effect from 1st April, 2014, an independent director shall hold office for a term upto five consecutive years on the Board of a company and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act,the appointment of Mr. Rajesh Jain, Mr, Ashok Jain, Mr. Amit Jain, Mr. Abhinav Jain, Mr. Sunil Jain, Mr. Ankur Jain, Mr. Sachit Jain, Mr. Shailesh Surendra Choksi and Mr. Kavish Shailesh Choksi as Independent Directors is being placed before the Members In General Meeting for their approval. In the opinion of the Board, they fulfill the conditions specified in the Act and the rules made thereunder for appointment as Independent Directors and are independent of the management. The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report.

FIXED DEPOSITS

Your Company has not accepted any fixed Deposit during the year 2013-14 and there are no outstanding fixed deposits from the public as on 31st March 2013.

PERSONNEL AND HUMAN CAPITAL

Your Company acknowledges that the role of Human Resources continues to remain strategic to organization''s success. Management of the human resources is a key focus for your Company with processes and policies aligned to enable employees to meet their career objectives. The industrial relations remained cordial throughout the year.

In terms of notification dated 31.03.2011 issued by the Ministry of Corporate Affairs, Government of India, there are no employees covered under Section 217(2A) of the Companies Act,1956, in respect of whom , the particulars are required to be given.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control structure of your company is adequately designed to ensure the effectiveness of its operations, propriety in the utilization of funds, safeguarding of assets from unauthorized use or disposition, true and fair reporting and compliance with all the applicable regulatory laws and company policies.

QUALITY, RESEARCH & DEVELOPMENT

The company renewed its ISO 9001- 2008 Certification from TUV NORD. All the parameters for Quality Control were strictly adhered to. Quality is a way of life for the company and a key component for its success. Your Company ensures strict adherence to quality processes which are strictly benchmarked against world-class operating models and global practices.

Your Company believes that Research and Development in every aspect is an important path for improvisation of business. Particulars of activities relating thereto have been given in Annexure hereto.

INSURANCE

All the insurable interests of your Company including inventories, building, plant and machinery and liabilities under legislative enactments are adequately insured.

LISTING OF SHARES

Your Company''s shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited.

CORPORATE GOVERANCE

Pursuant to Clause-49 (VII) of the Listing Agreement a separate report on Corporate Governance forms part of the Annual Report. Your Company is compliant with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report. The report on Corporate Governance is included as a part of the Annual Report.

A certificate from practicing company secretary regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars in respect of conservation of energy, technology absorption, foreign exchange earning and outgo by the Company as per section 217(1) (e) of the Companies Act, 1956, are given as per Annexure of this report.

AUDITORS

At the forth coming Annual General Meeting as per term of appointment of M/s Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory auditors of your Company retire and are eligible for re-appointment. Your Directors recommend their re-appointment for the ensuing year.

COST AUDITOR

As per the directive of Central Government pursuant to the provisions of Section 148 of the Companies Act, 2013, your Directors have re-appointed M/s. Vinod Bhatt & Associate a firm of Cost Accountants, to conduct the audit for the year ended 31st March, 2015

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors hereby confirm that:

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

The accounting policies have been selected and applied consistently and the judgments and estimates made, 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 of the Company for that period.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance., without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.

FOR AND ON BEHALF OF THE BOARD Place: New Delhi Mohinder Jain Date : 11th August, 2014 Managing Director

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Mar 31, 2013

Dear Members,

The Directors present you the Tenth Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2013.

THE YEAR AT A GLANCE

(Rs.in Lacs)

Year Ended Year Ended PARTICULARS 31.03.2013 31.03.2012

Net Profit Before Depreciation 244.17 205.30

Less: Depreciation 177.38 148.62

Net Profit Before Tax 66.79 56.68

Less: Taxation 27.10 16.45

Profit After Tax 39.69 40.23

Add: Profit brought forward 556.31 516.08

Total Profit Available for Appropriation 596.00 556.31

Less: Appropriations

Balance carried to Balance Sheet 596.00 556.31

RESULTS OF OPERATIONS

The gross turnover of your Company for the 2012-13 is Rs. 10105.59 Lacs as against Rs. 12061.67 Lacs in the previous year. The Net Profit before tax stood at Rs. 66.79 Lacs as against Rs. 56.68 Lacs in the previous year. The Profit after Tax is Rs. 39.69 Lacs as against Rs. 40.23 Lacs in the previous year.

DIVIDEND

The Company''s inadequate profits does not justify a dividend payout. Hence to conserve our reserves we are unable to recommend any dividend for the year under review.

FUTURE OUTLOOK

Aluminium Extrusion demand remains buoyant with ever growing uses in automotive, transportation, packaging, building and construction, marine, consumer durables, solar, industrial equipments, defence and power sectors.

DIRECTORS

Mr. Adish Jain, Promoter Director, Mr. Praveen Kumar Adlakha, Non Executive Independent Director, Mr. Ashok Jain, Non Executive Independent Director and Mr. Amit Jain, Non Executive Independent Director are due to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report. Your Directors recommend their re-appointment as Directors of your Company.

FIXED DEPOSITS

Your Company has not accepted any fixed Deposit during the year 2012-13 and there are no outstanding fixed deposits from the public as on 31st March 2013.

PERSONNEL AND HUMAN CAPITAL

Your Company acknowledges that the role of Human Resources continues to remain strategic to organization''s success. Management of the human resources is a key focus for your Company with processes and policies aligned to enable employees to meet their career objectives. The industrial relations remained cordial throughout the year. In terms of notification dated 31.03.2011 issued by the Ministry of Corporate Affairs, Government of India, there are no employees covered under Section 217(2A) of the Companies Act,1956, in respect of whom, the particulars are required to be given.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control structure of your company is adequately designed to ensure the effectiveness of its operations, propriety in the utilization of funds, safeguarding of assets from unauthorized use or disposition, true and fair reporting and compliance with all the applicable regulatory laws and company policies.

QUALITY, RESEARCH & DEVELOPMENT

Quality is a way of life for the company and a key component for its success. Your Company ensures strict adherence to quality processes which are strictly benchmarked against world- class operating models and global practices.

Your Company believes that Research and Development in every aspect is an important path for improvisation of business. Particulars of activities relating thereto have been given in Annexure hereto.

INSURANCE

All the insurable interests of your Company including inventories, building, plant and machinery and liabilities under legislative enactments are adequately insured.

LISTING OF SHARES

Your Company''s shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited.

CORPORATE GOVERANCE

Pursuant to Clause-49 (VII) of the Listing Agreement a separate report on Corporate Governance forms part of the Annual Report. Your Company is compliant with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report. The report on Corporate Governance is included as a part of the Annual Report.

A certificate from the statutory auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earning and outgo by the Company as per section 217(1) (e) of the Companies Act, 1956, are given as per Annexure of this report.

AUDITORS

At the forth coming Annual General Meeting as per term of appointment of M/s Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory auditors of your Company retire and are eligible for re-appointment. Your Directors recommend their re-appointment for the ensuing year.

COST AUDITOR

As per the directive of Central Government pursuant to the provisions of Section 233B of the Companies Act, 1956, your Directors have re-appointed M/s. Vinod Bhatt & Co. a firm of Cost Accountants, to conduct the audit for the year ended 31st March, 2014

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors hereby confirm that:

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

- The accounting policies have been selected and applied consistently and the judgments and estimates made, 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 of the Company for that period.

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

- The annual accounts have been prepared on a going concern basis.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support, assistance, without this appreciable support it not possible for the company to stands in competitive market, therefore company seeks this support in future too.

FOR AND ON BEHALF OF THE BOARD

Place: New Delhi Ravinder Nath Jain

Date : 30.05.2013 Executive Chairman

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Mar 31, 2012

The Directors present you the Ninth Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2012.

THE YEAR AT A GLANCE (Rs.in Lakhs)

Particulars 2011-12 2010-11

Net Profit Before Depreciation 205.30 287.99

Less: Depreciation 148.62 138.99

Net Profit Before Tax 56.68 149.00

Less: Taxation 16.45 64.68

Profit After Tax 40.23 84.32

Add: Profit brought forward 516.08 481.18

Total Profit Available for Appropriation 556.31 565.50

Less: Appropriations - 49.42

Balance carried to Balance Sheet 556.31 516.08

RESULTS OF OPERATIONS

The gross turnover of your Company for the 2011-12 is Rs. 12,061.67 Lakhs as against Rs. 13,340.31 Lakhs in the previous year. The Net Profit before tax stood at Rs. 56.68 Lakhs as against Rs. 149.00 Lakhs in the previous year. The Profit after Tax is Rs. 40.23 Lakhs as against Rs. 84.32 Lakhs in the previous year.

DIVIDEND

The Company's inadequate profits does not justify a dividend payout. Hence to conserve our reserves we are unable to recommend any dividend for the year under review.

FUTURE OUTLOOK

Aluminium Extrusion demand is growing @ 8% per annum mainly on Account of increase in usage of Aluminium Profiles in Villa Segment, in addition to High rise Buildings. Further there has been tremendous growth in demand of Aluminium Bus Bars in Electrical Segment. Similarly increasing trends are seen in High end Segment of Bus Body fabrication particularly in Volvo Model. On account of these potential for usage of Aluminium extrusion remains bright.

DIRECTORS

Mr. Sunil Kumar Shandilya, Executive Director, Mr. Rajesh Jain, Non Executive Independent Director and Mr. Rajinder Prakash Gupta, Non Executive Independent Director are due to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report. Your Directors recommend their re-appointment as Directors of your Company.

FIXED DEPOSITS

Your Company has not accepted any fixed Deposit during the year 2011-12 and there are no outstanding fixed deposits from the public as on 31st March 2012.

PERSONNEL AND HUMAN CAPITAL

Your Company acknowledges that the role of Human Resources continues to remain strategic to organization's success. Management of the human resources is a key focus for your Company with processes and policies aligned to enable employees to meet their career objectives. The industrial relations remained cordial throughout the year.

Statement U/S 217 (2A) of the companies Act,1956 read with the company (particulars of employee) Rule 1975 for the year ended March 2012.

S. Employee Name Designation Nature of No. Duties

1. Ravinder Nath Jain Executive Chairman Overall Control

2. Mohinder Jain Managing Director Purchase, Sale & Misc.

Employee Name Qualification Total Work Age Remuneration Experience years (Rs.) (yrs.)

Ravinder Nath Jain Graduate 32 53 36,00,000/-

Mohinder Jain Graduate 32 50 36,00,000/-

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control structure of your company is adequately designed to ensure the effectiveness of its operations, propriety in the utilization of funds, safeguarding of assets from unauthorized use or disposition, true and fair reporting and compliance with all the applicable regulatory laws and company policies.

QUALITY, RESEARCH & DEVELOPMENT

Quality is a way of life for the company and a key component for its success. Your Company ensures strict adherence to quality processes which are strictly benchmarked against world-class operating models and global practices.

Your Company believes that Research and Development in every aspect is an important path for improvisation of business. Particulars of activities relating thereto have been given in Annexure hereto.

INSURANCE

All the insurable interests of your Company including inventories, building, plant and machinery and liabilities under legislative enactments are adequately insured.

LISTING OF SHARES

Your Company's shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited.

CORPORATE GOVERANCE

Pursuant to Clause-49 (VII) of the Listing Agreement a separate report on Corporate Governance forms part of the Annual Report. Your Company is compliant with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report. The report on Corporate Governance is included as a part of the Annual Report.

A certificate from the statutory auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earning and outgo by the Company as per section 217(1) (e) of the Companies Act, 1956, are given as per Annexure of this report.

AUDITORS

At the forth coming Annual General Meeting as per term of appointment of M/s Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory auditors of your Company retire and are eligible for re-appointment. Your Directors recommend their re-appointment for the ensuing year.

COST AUDITOR

As per the directive of Central Government pursuant to the provisions of Section 233B of the Companies Act, 1956, your Directors have re-appointed M/s. Vinod Bhatt & Co. a firm of Cost Accountants, to conduct the audit for the year ended 31st March, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors hereby confirm that:

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

- The accounting policies have been selected and applied consistently and the judgments and estimates made, 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 of the Company for that period.

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

- The annual accounts have been prepared on a going concern basis.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support and assistance. Without their appreciable support it not possible for the company to stands in competitive market, therefore company seeks their support in future too.

For and on behalf of the Board

Date :30th May 2012 Ravinder Nath Jain

Place : New Delhi Executive Chairman

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Mar 31, 2010

The Directors present you the Seventh Annual Report of your Company and the Audited Accounts for the financial year ended 31st March 2010.

THE YEAR AT A GLANCE (Rs. in Lakhs)

Particulars 2009-10 2008-09

Net Proft Before Depreciation 381.11 214.53

Less: Depreciation 120.39 110.29

Net Proft Before Tax 260.72 104.24

Less: Taxation 69.59 33.19

Proft After Tax 191.13 71.05

Add: Proft brought forward 340.34 287.38

Total Proft Available for Appropriation 531.47 358.43

Less: Appropriations 50.29 18.09

Balance carried to Balance Sheet 481.18 340.34

RESULTS OF OPERATIONS

The gross turnover of your Company for the 2009-10 is Rs.7209.15 lakhs as against Rs. 4557.93 lakhs in the previous year. The Net Proft before tax stood at Rs. 260.72 lakhs as against Rs. 104.24 lakhs in the previous year. The Proft After Tax is Rs. 191.13 lakhs as against Rs. 71.05 lakhs in the previous year.

DIVIDEND

The Board of Directors recommend dividend @ 10% (Ten percent) i.e. Rs.1/- (Rs. one) per equity share for the year under review.

TRANSFER TO RESERVES

Your Company has transferred Rs.10,00,000/-(Rs. ten lakhs) Previous Year Rs. Nil to the General Reserve.

CHANGE OF MANAGEMENT OF THE COMPANY

Mr. Ravinder Nath Jain Group acquired 65.32% equity shares of the Company from the earlier promoters vide Share Purchase Agreement dated July 27, 2009. The purchase of shares was completed following the due process under SEBI SAST Regulations, which compliances were completed in November 2009. In terms of the aforesaid Share Purchase Agreement, the subsidiary of the Company in the UK, namely Man UK Ltd., was not acquired. The Management of the Company was reconstituted in December 2009.

DIRECTORS

Mr. Sunil Kumar Shandilya, Executive Director and Mr. Rajesh Jain, Director are due to retire by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, ofer themselves for re-appointment. Appropriate resolutions for their re-appointment are being placed before you for your approval at the Annual General Meeting. The brief resume of the aforesaid directors and other information have been detailed in the Corporate Governance Section of this report. Your Directors recommend their re-appointment as Directors of your Company.

FIXED DEPOSITS

Your Company has not accepted any fxed Deposit during the year 2009-10 and there are no outstanding fxed deposits from the public as on 31st March 2010.

PERSONNEL AND HUMAN CAPITAL

Your Company acknowledges that the role of Human Resources continues to remain strategic to organizations success. Management of the human resources is a key focus for your Company with processes and policies aligned to enable employees to meet their career objectives. The industrial relations remained cordial throughout the year.In terms of the provisions of Section 217(2A) of the Companies Act, 1956 and the Companies (Particulars of Employees) Rules, 1975 there are no disclosures as none of the employees of the Company were drawing salary more than the limits specifed as per the above mentioned provisions during the financial year ended 31st March, 2010.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control structure of your company is adequately designed to ensure the efectiveness of its operations, propriety in the utilization of funds, safeguarding of assets from unauthorized use or disposition, true and fair reporting and compliance with all the applicable regulatory laws and company policies.

QUALITY, RESEARCH & DEVELOPMENT

Quality is a way of life for the company and a key component for its success. Your Company ensures strict adherence to quality processes which are strictly benchmarked against world-class operating models and global practices.

Your Company believes that Research and Development in every aspect is an important path for improvisation of business. Particulars of activities relating thereto have been given in Annexure hereto.

INSURANCE

All the insurable interests of your Company including inventories, building, plant and machinery and liabilities under legislative enactments are adequately insured.

LISTING OF SHARES

Your Companys shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited.

CORPORATE GOVERANCE

Pursuant to Clause-49 (VII) of the Listing Agreement a separate report on Corporate Governance forms part of the Annual Report. Your Company is compliant with the requirements of the Listing Agreement and necessary disclosures have been made in this regard in the Corporate Governance Report. The report on Corporate Governance is included as a part of the Annual Report.

A certifcate from the statutory auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A separate report on Management Discussion and Analysis relating to business and economic environment surrounding your company is enclosed as a part of the Annual Report.

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earning and outgo by the Company as per section 217(1) (e) of the Companies Act, 1956, are given as per Annexure of this report.

AUDITORS

Last year your Company had sought an approval of the Shareholders at the Annual General Meeting held on 22nd September 2009 as to the appointment of M/s Satish Aggarwal & Associates, Chartered Accountants as statutory auditors of the Company. At the forth coming Annual General Meeting M/s Satish Aggarwal & Associates, Chartered Accountants, statutory auditors of your Company retire and are eligible for re-appointment. Your Directors recommend their re-appointment for the ensuing year.

PARTICULARS UNDER SECTION 212 OF THE COMPAIES ACT

M/s Man UK Ltd. ceased to be a subsidiary of the Company on 30th June 2009. Therefore your company has compiled a consolidated Proft and Loss a/c inclusive of the fgures of Man UK Ltd for the period 1.04.2009 to 30.06.2009 for the purpose of disclosure in terms of AS-21 issued by The Institute of Chartered Accountants of India. Consequently no current year fgures in respect of Consolidated Balance Sheet and Consolidated Cash Flow Statement are being furnished.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act 1956, the Directors hereby confrm that:

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

- The accounting policies have been selected and applied consistently and the judgments and estimates made, are reasonable and prudent, so as to give a true and fair view of the state of afairs of the Company at the end of the financial year and of the proft of the Company for that period.

- Proper and sufcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation to the bankers, financial institutions, shareholders, dealers and customers for their continued support.

For and on behalf of the Board

Ravinder Nath Jain

Executive Chairman

Date : 29th May 2010 Place : New Delhi