Directors Report of Manaksia Ltd.

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the Thirty Fourth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31st March, 2018.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars	STANDALONE		CONSOLIDATION
	2017-18	2016-17	2017-18	2016-17
Total Revenue	11615.40	5272.08	108626.18	105874.47
Profit Before Tax	6570.75	1221.67	12580.49	11618.91
Less : Provision for Taxation	1404.04	362.93	2971.19	1502.44
Less: Share of Profit transferred to Minority Interest	-	-	122.31	56.44
Profit After Tax (PAT)	5166.71	858.74	9486.99	10060.03
Other Comprehensive Income (OCI)	(0.98)	3.45	(7.37)	(10.56)
Total Comprehensive Income for the year	5165.73	862.19	9479.62	10049.47
Balance brought forward from previous year	2004.98	1646.24	111430.50	101870.47
Adjustments	-	-	3522.23	-
Total (excluding OCI)	7171.69	2504.98	124439.72	111930.50
Appropriations :
Dividend on Equity Shares	1966.02	-	1966.02	-
Transfer to General Reserve	731.98	500.00	731.98	500.00
Surplus Carried to Balance Sheet	4473.69	2004.98	121741.72	111430.50

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

Kindly refer to ‘Management Discussion and Analysis Report’ which forms part of this Annual Report.

CHANGES IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND

The Board of Directors in its meeting held on 31st August, 2017, had declared Interim Dividend to the shareholders of the Company @150% i.e. Rs.3/- per share on face value of Rs.2/- per equity share for 6,55,34,050 equity shares, aggregating to Rs.1966.02 Lacs. The Board fixed Friday, the 8th September, 2017 as record date for the purpose of payment Interim Dividend to the Shareholders entitled thereto. The Board of Directors of the Company has not recommended any further dividend for the financial year 2017-18 and the Interim Dividend paid would be the final dividend for the Financial Year 2017-18.

TRANSFER TO RESERVES

The Board in its Meeting held on 16th May, 2018 proposed to transfer Rs. 731.98 Lacs to the General Reserve.

CHANGES IN SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31st March, 2018 stood at Rs. 1310.68 Lacs. During the year under review, the Company has not issued any further shares.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 39(4) read with Schedule VI of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”) forms part of the Corporate Governance Report.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (‘THE ACT, 2013’) IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFITS OF EMPLOYEES

No such instance took place during the year under review.

OPERATIONS AND BUSINESS PERFORMANCE

The details of operation and business performance of the Company has been elaborated in the ‘Management Discussion and Analysis Report’, forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulations forms part of this Annual Report.

DETAILS RELATING TO MATERIAL VARIATIONS

The Company has not issued any prospectus or letter of offer during the last five years and as such the requirement for providing the details relating to material variation is not applicable upon the Company for the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments of the company during the period between the end of the financial year 2017-18 and the date of this report which can affect the financial position of the Company for the year under review.

TRANSITION TO INDIAN ACCOUNTING STANDARDS

The Indian Accounting Standards (IndAS) has been applicable to the Company for the first time during the Financial Year 2017-2018 and acordingly, with effect from 1st April 2016, your Company was required to align its accounting policies and disclosures in accordance with the IndAS. Necessary adjustments in the previous year figures and in the format of presentation in compliance with the requirement of IndAS have made in the accounts.

EXTRACT OF ANNUAL RETRUN

The extract of Annual Return as on 31st March, 2018 in the prescribed Form MGT-9, pursuant to section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 forms part of this Directors’ Report and marked as Annexure-”A”.

CORPORATE GOVERNANCE REPORT

The Company follows the corporate governance guidelines and best practices sincerely, and discloses timely and accurately information regarding the operations and performance of the Company.

Pursuant to Regulation 34 read with Para C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on the Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of the Corporate Governance is forming part of this report and marked as Annexure-”B”.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The details of number of meeting of Board of the Directors of the Company held during the year have been provided in the Corporate Governance Report forming part of this Directors’ Report.

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 auditors, secretarial 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 Control were adequate and effective during Financial year 2017-18.

Accordingly, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:

a) in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2017-18 and of the profit of the Company for that period;

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

d) that the annual accounts had been prepared on a going concern basis;

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

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

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has appointed Mr. Ajay Kumar Chakraborty [DIN: 00133604], Dr. Kali Kumar Chaudhuri [DIN: 00206157] and Mrs. Smita Khaitan [DIN: 01116869], as Independent Directors of the Company for a fixed term of 5 (five) years in the Annual General Meeting (AGM) of the Company held on 26th September, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under section 149(6) of the Act, and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 152(6) of the Act and the Articles of Association of the Company, Mr. Sunil Kumar Agrawal [DIN: 00091784], Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

During the year under review, Ms. Aditi Jhunjhunwala was appointed as Company Secretary & Compliance Officer of the Company w.e.f. 18th September, 2017 and has resigned from the office with effect from the close of working hours on 28th February, 2018. Mr. Pradip Kumar Kandar has been appointed as Company Secretary & Compliance Officer of the Company w.e.f. 1st March, 2018.

The brief resume/profile of the Director recommended by the Board for appointment/re-appointment has been provided in the Notice convening the Thirty Fourth Annual General Meeting.

SECRETARIAL STANDARDS

The Institute of Company Secretaries of India has issued Secretarial Standard -1 (SS-1) on ‘Meeting of the Board of Directors’ and Secretarial Standard - 2 (SS-2) on ‘General Meeting’ and both the Secretarial Standards have been approved by the Central Government under section 118(10) of the Companies Act, 2013. Pursuant to the provisions of section 118(10) of the Companies Act, 2013, it is mandatory for the company to observe the secretarial standards with respect to Board Meeting and General Meeting. The Company has adopted and followed the set of principles prescribed in the respective Secretarial Standards for convening and conducting Meetings of Board of Directors, General Meeting and matters related thereto. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

STATUTORY AUDITORS & AUDITORS’ REPORT

M/s. S. K. Agrawal & Co., Chartered Accountants, (Firm Registration No. 306033E), had been appointed as statutory auditors of the Company at the 33rd Annual General Meeting of the Company held on 22nd September 2017 for a term of 5(five) consecutive years, to hold office from the conclusion of the 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting of the Company to be held for the Financial Year 2021-22, subject to the ratification by the members of the Company at every subsequent Annual general Meeting, on such remuneration as may be determined by the Board of Directors based on the recommendation of the Audit Committee and mutually agreed by the Statutory Auditors, in addition to the reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

The First Proviso of the Section 139(1) of the Companies Act, 2013 has been omitted pursuant to the Companies (Amendment) Act, 2017 and therefore the requirement of placing the matter relating to appointment of auditor for ratification by members at every Annual General Meeting has been done away. As authorized by the shareholders at the last AGM, the Board of Directors on the recommendation of the Audit Committee has approved the remuneration payable to M/s. S. K. Agrawal & Co., Chartered Accountants, for the financial year 2018-19.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor’s Report are self-explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Vinod Kothari & Company, Practising Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year 2017-18.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for the financial year ended 31st March, 2018, forms part of the Directors’ Report and annexed as ‘Annexure-C’.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, regulations, and Guidelines and that there were no deviations or non-compliances.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Secretarial Auditors in their Audit Report that may call for any explanation from the Directors. The Company has transferred the shares in respect of which the dividend remained unclaimed for a period of seven or more consecutives years to IEPF Authorities and prior intimation to that effect was given to the shareholders by publishing newspaper advertisements by the Company. The details of shareholders whose shares are transferred alongwith their share holding has been published in the official website of the Company i.e. www.manaksia.com and also in the official website of the IEPF Authorities i.e. www.iepf.gov.in. However, the Secretarial Auditors has also emphasized for sending individual notice to those shareholders whose shares are lying unclaimed for past seven consecutive years or more prior to transferring those shares to IEPF Authorities. The Board has taken note of the same and will take necessary steps in this regard.

COST AUDITORS

The provisions of section 148 of Act, 2013 and the relevant rules made thereunder are not applicable to your Company and hence there is no requirement for appointing Cost Auditors for the Financial Year 2017-18.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under section 143(12) of the Companies Act, 2013 to the Audit Committee or the Board of Directors during the Financial Year under review.

DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME

During the year under review, your Company has not provided any employee stock option / purchase scheme.

PARTICUALRS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF COMPANIES ACT, 2013

The full particulars of the loans given, investments made, guarantees given or security provided - and the purpose for which the loan or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act are provided in the notes to the Financial Statements (Refer note no. 4, 5, 8 and 12).

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company with related parties for the year under review were on arm’s length basis and in the ordinary course of business reviewed by the Audit Committee and hence the provisions of Section 188(1) of the Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 were not attracted. All the related party transactions of your Company are entered on arm’s length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015. There are no materially significant transactions entered into by your Company with Promoters, Directors or Key Managerial Personnel (KMPs), which have potential conflict with the interest of your Company at large. Since all related party transactions entered into by your Company were in the ordinary course of business and were on an arm’s length basis, Form AOC-2 is not applicable to your Company. Thus, disclosure in Form AOC-2 is not required.

All Related Party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of unforeseen nature. The transactions entered into pursuant to the omnibus approval so granted are reviewed by the Audit Committee and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their noting on a quarterly basis.

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Company’s policy on Materiality of Related Party Transactions.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Company’s website www.manaksia.com and the weblink thereto http://www.manaksia.com/images/pdf/Related_Party_Policy_Manaksia.pdf

PARTICULARS OF LOANS/ADVANCES/INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS

The details of related party disclosures with respect to loans/advances/ investments at the year end and maximum outstanding amount thereof during the year as required under Part A of Schedule V of the Listing Regulations have been provided in the notes to the Financial Statements of the Company.

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

The details required pursuant to the provisions of section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo forms part of this Directors Report and marked as Annexure-’D’.

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realisation of opportunities.

The Company has structured Risk Management Policy, designed to safeguard the organization from various risks through adequate and timely actions. The Company manages; monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its mitigation process/measures have been formulated.

AUDIT COMMITTEE

The Company, pursuant to the requirement of the provisions of section 177 of the Act, 2013 read with the Regulation 18 of the Listing Regulations has in place Audit Committee and the Audit Committee as on 31st March, 2018 comprising of 4 (four) members, Mr. Ajay Kumar Chakraborty - Independent Director (Chairman) [DIN: 00133604], Dr. Kali Kumar Chaudhuri - Independent Director [DIN: 00206157], Mrs. Smita Khaitan - Independent Woman Director [DIN: 01116869] and Mr. Sunil Kumar Agrawal - Non-executive Director [DIN: 00091784]. The Board of Directors has revised the composition of the Audit Committee at its meeting held on 7th May, 2018 and 16th May, 2018 and as on the date of this report the Audit Committee is comprised of Dr. Kali Kumar Chaudhuri (Independent Director), Mrs. Smita Khaitan (Independent Woman Director) and Mr. Sunil Kumar Agrawal (Non-Executive Director).The Committee focuses on certain specific areas and make informed decisions in line with the delegated authority and function according to the roles and defined scope. The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

There were no such instances wherein the Board had not accepted recommendation of the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

The Company pursuant to the requirement of provisions of section 178(1) of the Act, 2013 read with the Regulation 19 of the Listing Regulations, has in place the Nomination & Remuneration Committee and the Committee as on 31st March, 2018 comprising of 4 (four) members, Dr. Kali Kumar Chaudhuri- Independent Director (Chairman) [DIN: 00206157], Mr. Ajay Kumar Chakraborty - Independent Director [DIN: 00133604], Mrs. Smita Khaitan - Independent Woman Director [DIN: 01116869] and Mr. Sunil Kumar Agrawal - Non-executive Director [DIN: 00091784]. The Board of Directors at its meeting held on 7th May, 2018 has revised the composition of the Nomination and Remuneration Committee and as on the date of this report the revised composition of the Nomination and Remuneration Committee is comprised of Dr. Kali Kumar Chaudhuri (Independent Director), Mrs. Smita Khaitan (Independent Woman Director) and Mr. Vineet Agrawal (Non-Executive Director). The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

The Company pursuant to provisions of section 178 of the Act, 2013 and Regulation 19 read with Para A of Part D of Schedule II, upon recommendation of Nomination & Remuneration Committee has devised a Remuneration Policy applicable to all Executive of the Company i.e. Directors, Key Managerial Personnel and Senior Management. The said policy forms part of the this Report and marked as ‘Annexure E’.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of section 178(5) of the Act, 2013 read with Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the Company has in place the Stakeholders Relationship Committee and the Committee as on 31st March, 2018 comprising of 3 (three) members, Mrs. Smita Khaitan - Independent Woman Director (Chairman) [DIN: 01116869], Mr. Suresh Kumar Agrawal - Managing Director [DIN: 00520769] and Mr. Vineet Agrawal - Non-executive Director [DIN: 00441223]. The Board of Directors at its meeting held on 7th May, 2018 has revised the composition of the Stakeholders Relationship Committee and as on the date of this report the Stakeholders Relationship Committee is comprised of Mrs. Smita Khaitan (Independent Woman Director), Mr. Sunil Kumar Agrawal (NonExecutive Director) and Mr. Vineet Agrawal (Non-Executive Director). The details of composition, terms of reference and number of meetings held for the Committee is provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with section 135 of the Act, 2013 and Rules thereunder and as on 31st March, 2018 the Committee is comprised of Mr. Suresh Kumar Agrawal (Chairman and Executive Director) , Mr. Ajay Kumar Chajraborty (Independent Director), Mrs. Smita Khaitan (Independent Woman Director) and Mr. Sunil Kumar Agrawal (Non-Executive Director). The Board of Directors at its meeting held on 7th May, 2018 has revised the composition of the Committee and as on the date of this report the Committee comprised of Mr. Suresh Kumar Agrawal (Executive Director), Mrs. Smita Khaitan (Independent Woman Director) and Mr. Sunil Kumar Agrawal (Non-Executive Director).The composition and the detailed terms of reference of the CSR Committee are provided in the Corporate Governance Report. The CSR activities are inter-alia, focused on Rural Development, Livestock Development, Promotion of Education, Protecting Fauna, Health Care and Reducing Inequalities faced by socially and economically backward groups.

The report on CSR activities pursuant to clause (o) of sub-section (3) of section 134 of the Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this report and marked as Annexure - ‘F’.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors individually as well as the evaluation of the working of its Committees.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Guidance Note on Board Evaluation of SEBI dated 5th January, 2017 the Nomination & Remuneration Committee has laid down the criteria for performance evaluation, in a structured questionnaire form after taking into consideration various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has carried out the annual evaluation of its own performance, the performance of Board Committee and of Directors individually, by way of individual and collective feedback from Directors. Further, pursuant to Para VII of Schedule IV of the Act, 2013 and provisions of the Listing Regulations, the Independent Directors of the Company, without the participation of Non-Independent Directors and members of management, convened a separate meeting on 8th February, 2018, to perform the following:

- Review the performance of Non-Independent Directors and the Board as a whole;

- Review the performance of the Chairman of the Company taking into account the views of executive directors and non executive directors;

- Assess 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 criteria for evaluation are briefly provided below:

The review of performance of Non-Independent Directors was done, after discussing with them on various parameters, such as, skill, competence, experience, degree of engagement, ideas & planning etc. The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification & expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board members etc. The evaluation of the Chairman of the Company was conducted on various parameters such as leadership quality, capability, availability, clarity of understanding, governance & Compliance and degree of contribution etc.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of performance of Board, its Committees and of individual directors.

FAMILIARIZATION PROGRAMME

Familiarization programme undertaken for Independent Directors is provided at the following weblink: http://www.manaksia.com/pdf/familiarization_programme_for_independent_directors.pdf

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of section 129(3) of the Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the financial statement of subsidiary companies /associate companies/ joint ventures in Form AOC-1 forms part of this Annual Report.

The details of performance of the Subsidiary Companies are as follows:

Indian Subsidiaries:

Mark Steels Limited

The Revenue from operations of the company for FY 2017-18 stood at Rs. 13738.69 Lacs (Previous Year: Rs. 12100.26 Lacs). During the year, the company had a net profit of Rs. 407.72 Lacs (Previous Year: Rs. 188.13 Lacs).

Manaksia Overseas Limited

During the year under review, the company had a net loss of Rs. 0.25 Lacs in FY 2017-18 (Previous Year: net loss of Rs. 0.25 Lacs).

Manaksia Ferro Industries Limited

During the year under review, the company had a net loss of Rs. 0.21 Lacs in FY 2017-18 (Previous Year: net loss of Rs. 0.29 Lacs).

Foreign Subsidiaries:

MINL Limited

The Revenue of the company for the year ended 31st December 2017 stood at Naira 365496.69 Lacs (equivalent to Rs. 76463.74 Lacs). During the year ended 31st December 2017, the company had a net profit of Naira 22995.51 Lacs (equivalent to Rs. 4,810.78 Lacs).

Jebba Paper Mills Limited

This company is subsidiary of MINL Limited. The Revenue of the company for the year ended 31st December 2017 stood at Naira 68763.90 Lacs (equivalent to Rs. 14385.75 Lacs). During the year ended 31st December 2017, the company had a net profit of Naira 21637.87 Lacs (equivalent to Rs. 4526.75 Lacs).

Dynatech Industries Ghana Limited

The Revenue of the company for the year ended 31st December 2017 stood at CEDI 323.93 Lacs (equivalent to Rs. 4673.39 Lacs). During the year ended 31st December 2017, the company had a net profit of CEDI 19.21 Lacs (equivalent to Rs. 278.03 Lacs).

Except as stated hereinabove, the Company does not have any joint venture or associate company during the year under review.

MATERIAL SUBSIDIARY COMPANIES

A subsidiary shall be considered as material if its income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. MINL Limited is the foreign material subsidiary of the Company for the Financial Year 2017-18 under review.

Policy for determining Material Subsidiaries is provided at the following weblink: http://www.manaksia.com/pdf/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES_amended_final_Manaksia.pdf

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year under review in terms of the provisions of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which may impact its going concern status and Company’s operations in future.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. Your Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. To commensurate the internal financial control with its size, scale and complexities of its operations, the Board based on the recommendation of Audit Committee in its meeting held on 19th May, 2017 has appointed M/s Namita Kedia & Associates, Chartered Accountants, as Internal Auditors of the Company for the financial year 2017-18.

The Audit Committee reviews the Report submitted by the Internal Auditors. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems. In this regard, your Board confirms the following:

1. Systems have been laid to ensure that all transactions are executed in accordance with management’s general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management’s general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to differences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company’s policies. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of section 177(9) of the Act, 2013 and the Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, malpractice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company policies including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on Company’s website:

http://www.manaksia.com/pdf/Whistle_Blower_Policy_manaksia.pdf

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT 2013

No complaint has been received by the Internal Complaints Comittee of the Company during the Financial Year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under the provisions of section 197(12) of the Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors’ Report and marked as Annexure- ‘G’.

During the year under review, no employee of the Company drew remuneration in excess of the limits specified under the provisions of section 197(12) of the Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Consolidated Financial Statements of the Company and its subsidiaries is attached. The Consolidated Financial Statement has been prepared in accordance with the applicable accounting standards issues by the Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavor of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, Central Government, State Government, various Government and Local Authorities, other stakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable teamwork, professionalism and enthusiastic contribution towards the working of the Company.

Your Directors look forward to the future with hope and conviction.

For and on behalf of the Board of Directors

Suresh Kumar Agrawal Vineet Agrawal

Place : Kolkata Managing Director Director

Dated : 16th May, 2018 DIN: 00520769 DIN: 00441223

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Mar 31, 2015

Dear Shareholders,

Your Directors are pleased to present the Thirty First Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31st March, 2015.

FINANCIAL RESULTS (Rs. in lacs)

Particulars STANDALONE CONSOLIDATION

2014-15 2013-14 2014-15 2013-14

Total Revenue 2426.55 59740.33 113190.40 168560.64

Profit Before Tax 897.10 2970.15 11325.79 19969.65

Less : Provisions for Taxation 160.04 669.63 941.22 868.72

Net Profit 737.06 2300.52 10343.29 19132.26

Balance brought forward from previous 3351.21 3361.37 89146.34 76863.75 year

Total Amount available for appropriation 4088.27 4661.89 99489.63 90457.02

Appropriations :

Dividend on Equity Shares 1310.68 1310.68 1310.68 1310.68

Surplus Carried to Balance Sheet 2777.59 3351.21 98178.95 89146.34

Total 4088.27 4661.89 99489.63 90457.02

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

Kindly refer to 'Management Discussion and Analysis Report' which forms part of the Annual Report.

CHANGES IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

DIVIDEND

The Board in its meeting held on 14th February, 2015 had declared Interim Dividend of 100% i.e. Rs.2/- per share on face value of Rs.2/- per equity share aggregating to Rs.1310.68 Lacs. The said dividend was paid to the shareholders entitled thereto, on and after 25th February, 2015. The Board of the Company has not recommended any further dividend for the financial year 2014-15 and the Interim Dividend paid would be the final dividend for the Financial Year 2014-15.

TRANSFER TO RESERVES

During the year under review your Company has not transferred any amount to General Reserve.

SCHEME OF ARRANGEMENT

The Hon'ble Calcutta High Court vide its Order dated 24th March, 2014 has sanctioned the Scheme of Arrangement under the provisions of Section 391 to 394 of the Companies Act, 1956 for demerger of Aluminium Undertaking, Coated Metals and Mosquito Coil Undertakings, Steel Undertaking and Packaging Undertaking of Manaksia Limited on a going concern basis. The certified copy of the Order sanctioning the Scheme was received by the Company on 19th November, 2014 and the Company has duly filed the said Order with the Registrar of Companies, West Bengal, on 23rd November, 2014. The Scheme has become effective on and from the date of fi ling with the Registrar of Companies.

SHARE CAPITAL

The paid up Share Capital as at 31st March, 2015 stood at Rs. 1310.68 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Clause 5A I and 5A II of the Listing Agreement forms part of the Corporate Governance Report.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer Management Discussion and Analysis Report, which forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

DETAILS RELATING TO MATERIAL VARIATIONS

During the year under review there is no material variations as no prospectus or letter of off er has been issued.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There is no such material changes and commitments affecting the financial position of the company.

EXTRACT OF ANNUAL RETRUN

The extract of Annual Return as on 31st March, 2015 in the prescribed Form MGT-9, pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 forms part of this Directors' Report and marked as Annexure- "A".

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on the Corporate Governance along with a certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is annexed as Annexure-"B".

NUMBER OF MEETINGS OF THE BOARD

The details of numbers of meetings of Board held during the Financial Year 2014-15 forms part of the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Directors of your Company, hereby confirm, pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, in respect of financial year under review :

a) That in the preparation of the annual accounts for the year ended 31st March, 2015, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanations relating to material departures, if any;

b) That the Directors have adopted such accounting policies and have applied them consistently and have made judgements and estimates in a reasonable and prudent manner so as to give a true and fair view of the state of Affairs of the Company as at the end of the Financial Year 2014-15 and of the Profit of the Company for the year ended 31st March, 2015;

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the annual accounts have been prepared on a going concern basis;

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

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

DECLARATION BY INDEPENDENT DIRECTORS

In order to align with the provisions of Companies Act, 2013 and the Listing Agreement your Company has appointed Mr Ajay Kumar Chakraborty, Dr Kali Kumar Chaudhuri and Mrs Smita Khaitan as Independent Directors of the Company for a term of 5 (Five) years in the Annual General Meeting of the Company held on 26th September 2014 and shall hold office upto the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS & KEY MANAGERIAL PERSONNEL

During the year under review Mr. Basant Kumar Agrawal, Managing Director and Mr Sushil Kumar Agrawal, Whole-time Director of the Company have resigned from the Directorship of the Company with effect from conclusion of Board Meeting held on 23rd November, 2014. The Board in its meeting held on 23rd November, 2014, based on the recommendation of Nomination & Remuneration Committee, has changed the terms of appointment of Mr. Suresh Kumar Agrawal by changing his designation from Whole-time Director to Managing

Director of the Company subject to the approval of shareholders in the ensuing Annual General Meeting of the Company. The Board in its meeting held on 23rd November, 2014 based on the recommendation of Nomination & Remuneration Committee has changed the terms of appointment including remuneration of Mr. Mahabir Prasad Agrawal by changing his designation from Non-Executive Director to Whole- time Director of the Company for a period of 3 years, subject to the approval of shareholders in the ensuing Annual General Meeting of the Company. The Board in its meeting held on 23rd November, 2014 has approved change in terms of appointment of Mr. Sunil Kumar Agrawal by changing his designation from Whole-time Director to Non-Executive Director of the Company.

The Board in its meeting held on 23rd November, 2014 based on the recommendation of Nomination & Remuneration Committee has appointed Mr. Basudeo Agrawal as Additional Director of the Company designated as Whole-time Director of the Company for a period of 3 years subject to the approval of shareholders in the ensuing Annual General Meeting of the Company.

The Board in its meeting held on 23rd November, 2014 based on the recommendation of Nomination & Remuneration Committee has appointed Mr Vineet Agrawal and Mr. Varun Agrawal as Additional Directors of the Company.

During the year under review, Mr. Anubhav Maheshwari has resigned as Company Secretary of the Company and Mr. Raj Kumar Banthia has been appointed as Company Secretary of the Company.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sunil Kumar Agrawal, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re- appointment.

The brief Resume/ Profile of the Directors recommended by the Board for appointment/ re-appointment forms part of Notice convening the 31st Annual General Meeting.

STATUTORY AUDITORS & AUDITORS' REPORT

At the 30th Annual General Meeting held on 26th September, 2014 the members approved appointment of Messers SRB & Associates, Chartered Accountants, (Registration No. 310009E) to hold office from the conclusion of the 30th Annual General Meeting until the conclusion of the 33rd Annual General Meeting, (subject to ratification of the appointment by the members, at every Annual General Meeting held after the 30th Annual General Meeting) on such remuneration as may be fi xed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

In accordance with Section 139 of the Act, members are requested to ratify the appointment of the Auditors to hold office from the conclusion of the 31st Annual General Meeting till the conclusion of the 32nd Annual General Meeting.

There are no observations (including any qualification, reservation, adverse remarks or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. The specific notes forming part of the accounts referred to in Auditor's Report are self- explanatory and give complete information.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Vinod Kothari & Company, Practising Company Secretaries to conduct Secretarial Audit of the Company for the Financial Year 2014-15.

The Secretarial Audit Report for the Financial Year ended 31st March, 2015, forms part of the Directors Report and annexed as Annexure-"C".

The Secretarial Auditors Report addressed to the shareholders of the Company, does not contain any qualification.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, in terms of the Central Government's approval, the Board of Directors on the recommendation of the Audit Committee appointed M/s. B Mukhopadhyay & Co, Cost Accountants, B-20, Amaravati, Sodepur, Kolkata- 700 110, as the Cost Auditors for the Aluminium and Steel Products manufactured by the Company during the Financial Year 2014-15.

The Cost Audit Report for the financial year 2013-14, in respect of Aluminium and Steel Products was duly approved by the Board of Directors within the time stipulated under the Companies Act, 2013 and relevant rules made there under. However, there was delay in submission of the Cost Audit Report in the requisite forms with the Ministry of Corporate Affairs (MCA) due to difficulty arising in understanding the modalities for fi ling the Form.

The Hon'ble Calcutta High Court vide its Order dated 24th March, 2014 had sanctioned the Scheme of Arrangement for demerger of Aluminium Undertaking, Coated Metals and Mosquito Coil Undertakings, Steel Undertaking and Packaging Undertaking of Manaksia Limited on a going concern basis. After the said Scheme being effective the provisions of Section 148 and Cost Audit Rules are not applicable on your Company.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company to the Audit Committee or the Board of Directors during the year under review.

PARTICUALARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loans, made any investments or given any guarantee during the financial year 2014-15 as stipulated under Section 186 of Companies Act, 2013.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with Related Parties for the year under review were on arm's length basis and in the ordinary course of business and that the provisions of Section 188 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are not attracted. Thus, disclosure in Form AOC-2 is not required. Further there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors or Key Managerial Personnel or other Designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are approved by the Audit Committee prior to the transaction. Related Party Transactions of repetitive nature are approved by the Audit Committee on omnibus basis for one financial year at a time. All omnibus approvals are reviewed by the Audit Committee on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors of the Company may be accessed on the Company's website www.manaksia.com and the weblink thereto http://www.manaksia.com/inv-corp--policies.php.

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

The details required pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo forms part of this Directors Report and marked as Annexure-"D".

RISK MANAGEMENT

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate the probability and/or impact of unfortunate events or to maximize the realisation of opportunities.

The Company has structured Risk Management Policy, designed to safeguard the organization from various risks through adequate and timely actions. The Company manages, monitors and reports on its risks and uncertainties that can impact its ability to achieve its objectives. The major risks have been identified by the Company and its mitigation process/ measures have been formulated.

AUDIT COMMITTEE

The Company pursuant to the requirement of the provisions of Section 177 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement has in place Audit Committee comprising of 4 (Four) members, Mr. Ajay Kumar Chakraborty - Independent Director (Chairman), Dr. Kali Kumar Chaudhuri - Independent Director, Mrs. Smita Khaitan - Independent Director and Mr. Mahabir Prasad Agrawal - Executive Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report. The Board has accepted all the recommendations made by the Audit Committee.

NOMINATION & REMUNERATION COMMITTEE

As required by the provisions of Section 178(1) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement the Company has in place the Nomination & Remuneration Committee comprising of 4 (Four) Directors, Mr. Ajay Kumar Chakraborty - Independent Director (Chairman), Dr Kali Kumar Chaudhuri - Independent Director, Mrs. Smita Khaitan - Independent Director and Mr. Sunil Kumar Agrawal - Non- executive Director. The detailed terms of reference of the Committee is provided in the Corporate Governance Report.

The Company pursuant to provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement and upon recommendation of Nomination & Remuneration committee has devised a policy on Remuneration of Directors and Key Managerial Personnel. The said policy forms part of the Directors Report and marked as Annexure-"E".

Familiarization programme undertaken for Independent Directors is provided at the following weblink: http://www.manaksia.com/ management-team.php.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Companies Act, 2013 read with the provisions of Clause 49 of the Listing Agreement the Company has in place the Stakeholders Relationship Committee comprising of 3 (Three) members, Mrs. Smita Khaitan - Independent Director (Chairman), Mr. Suresh Kumar Agrawal - Managing Director and Mr. Mahabir Prasad Agrawal - Whole-time Director.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) forms integral part of the way the Company conducts its business and is primarily concerned to provide social, environmental and economic benefits to the communities and geographies in which it operates. The CSR activities are inter- alia, focused on rural development including livestock development and health care . The details and areas of expenditure spent on CSR forms part of this report and marked as Annexure-"F".

The Hon'ble Calcutta High Court, vide its order dated March 24, 2014 (certified copy received by the Company on November 19, 2014), has approved the Scheme of Arrangement between Manaksia Limited and Manaksia Steels Limited, Manaksia Industries Limited, Manaksia Coated Metals & Industries Limited and Manaksia Aluminium Company Limited and their respective shareholders for demerger and transfer of undertakings of Manaksia Limited (Transferor Company) into the 4 (Four) Transferee Companies viz. Manaksia Steels Limited, Manaksia Industries Limited, Manaksia Coated Metals & Industries Limited and Manaksia Aluminium Company Limited under Sections 391 to 394 of the Companies Act, 1956. The Scheme became effective from 23rd November, 2014 with the appointed date of 1st October, 2013. All the manufacturing undertakings of the Company were transferred to the demerged companies from the appointed date of 1st October, 2013. Accordingly, during the year the Company had carried on only trading activities. Pursuant to such trading activities during the year 2014- 15, the Company has generated a trading income of Rs. 64.11 lacs only. The Company spent Rs. 7.41 lacs towards its CSR activities. Out of the total budgeted amount of Rs. 45.16 Lacs, Rs. 37.75 Lacs remains unspent. Your Company would like to submit that this being the first year of structured implementation of CSR initiatives, considerable time was spent on deciding on the CSR projects and putting systems in place to ensure effective implementation of CSR initiatives. Consequently, only a part of the year was available for implementation of CSR projects. Hence, the Company was unable to spend Rs. 37.75 Lacs out of the allocated amount of Rs. 45.16 Lacs during the FY 2014-2015. The Company is committed to the underlying intent of CSR and is optimistic of meeting its obligations under Section 135 of Companies Act, 2013 and thereby make a positive impact on the society.

BOARD EVALUATION

Pursuant to requirement of the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination & Remuneration Committee of the Board has laid down the criteria for evaluation of the Executive Directors, Non-Executive Directors, Board as a Whole and the Committees of the Board, in a structured questionnaire form after taking into consideration various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance.

The performance evaluation of the Board and its committees was carried out. The performance evaluation of the Independent Directors was also completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review pursuant to the Scheme of Arrangement as sanctioned by the Hon'ble Calcutta High Court vide its Order dated 24th March, 2014, 4 (Four) Indian Subsidiary Companies and 2 (Two) Foreign Subsidiary Companies ceased to be Subsidiary Companies of your Company.

During the year under review 4 (Four) wholly owned Indian Subsidiary Companies viz. Manaksia Aluminium Company Limited, Manaksia Coated Metals & Industries Limited, Manaksia Industries Limited and Manaksia Steels Limited have ceased to be subsidiary companies with the Scheme becoming effective.

Further, 1 (One) wholly owned Foreign Subsidiary Company viz. Euroasian Ventures FZE and 1 (One) Step down Foreign Subsidiary Company viz. Euroasian Steels LLC have also ceased to be subsidiary companies with the Scheme becoming effective.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the details containing salient features of the financial statement of subsidiary companies /associate companies/ joint ventures in Form AOC-1 forms part of this Annual Report.

The details of performance of the Subsidiary Companies is as follows :

Indian Subsidiaries :

- Mark Steels Limited

The Revenue of the Company for FY 2015 stood at Rs. 10787.71 Lacs (Previous Year: Rs. 8738.07 Lacs). During the year, the company had a net Profit of Rs. 137.58 Lacs (Previous Year: Rs. 130.93 Lacs).

- Manaksia Overseas Limited

The company had a net loss of Rs. 0.30 Lacs in FY 2015 (Previous Year: net loss of Rs. 0.16 Lacs).

- Manaksia Ferro Industries Limited

The Revenue of the Company for FY 2015 stood at Rs. 3.00 Lacs (Previous Year: NIL). During the year, the company had a net loss of Rs. 0.19 Lacs (Previous Year: net loss of Rs. 0.18 Lacs).

Foreign Subsidiaries :

- MINL Limited

The Revenue of the Company for the year ended 31st December 2014 stood at Naira 259914.91 Lacs (equivalent to Rs. 94514.51 Lacs). During the year ended 31st December 2014, the company had a net Profit of Naira 34380.61 Lacs (equivalent to Rs. 12502.04 Lacs).

- Jebba Paper Mills Limited

This Company is subsidiary of MINL Limited. The Revenue of the Company for the year ended 31st December 2014 stood at Naira 32049.50 Lacs (equivalent to Rs. 11654.36 Lacs). During the year ended 31st December 2014, the company had a net Profit of Naira 5234.42 Lacs (equivalent to Rs. 1903.42 Lacs).

- Dynatech Industries Ghana Limited

The Revenue of the Company for the year ended 31st December 2014 stood at CEDI 385.63 Lacs (equivalent to Rs. 7331.32 Lacs). During the year ended 31st December 2014, the company had a net loss of CEDI 27.70 Lacs (equivalent to Rs. 526.66 Lacs).

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2014-15 in terms of Chapter V of the Companies Act, 2013.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Company's operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. To commensurate the internal financial control with its size, scale and complexities of its operations the Company on the recommendation of Audit Committee has appointed M/s. S K Agrawal & Company, Chartered Accountants, as Internal Auditor of the Company.

The Audit Committee reviews the report submitted by the Internal Auditors. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems with regard to -

1. Systems have been laid to ensure that all transactions are executed in accordance with management's general and specific authorization. There are well-laid manuals for such general or specific authorization.

2. Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in confirmity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

3. Access to assets is permitted only in accordance with management's general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

4. The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any diff erences, if any.

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company's policies. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, mal practice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company polices including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on Company's website www.manaksia.com.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITON & REDRESSAL) ACT 2013

There has been no such case filed or pending during the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosure pertaining to remuneration and other details as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Directors Report and marked as Annexure-"G".

During the period under review no employee of the Company drew remuneration in excess of the limits specified under the provisions of Section 197(12) of the Companies Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

CREDIT RATING

After the implementation and execution of the Scheme of Arrangement as sanctioned by the Hon'ble Calcutta High Court vide its Order dated 24th March, 2014, the Company does not have any outstanding borrowings as on 31st March 2015. Accordingly, your Company was not required to obtain credit ratings from the concerned credit rating agencies.

CONSOLIDATED FINANCIAL STATEMENT

In compliance with the provisions of Companies Act 2013, and Listing Agreement with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiary companies is attached. The consolidated financial statements has been prepared in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, income, Profits and other details of the Company and its subsidiary companies.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, Government Authorities, other stakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team- work, professionalism and enthusiastic contribution towards the working of the Company during the year under review.

Your Directors look forward to the future with hope and conviction.

For and on behalf of the Board of Directors

Place : Kolkata Ajay Kumar Chakraborty

Date : 3rd August, 2015 Chairman

DIN : 00133604

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Mar 31, 2014

Dear Shareholders,

The Directors are pleased to present the Thirtieth Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

STANDALONE 2013-14 2012-13

Total Revenue 1,24,296.27 1,23,261.02

Profit Before Tax 5,249.15 3435.94

Less: Provisions for Taxation 1,526.50 685.14

Net Profit 3,722.65 2750.80

Balance brought forward from 3,361,39 610.59 previous year

Total Amount available for 7,084.04 3361.39 appropriation

Appropriations:

Dividend on Equity Shares 1,310.70 -

Surplus Carried to Balance Sheet 5,773.34 3361.39

Total 7,084.04 3361.39

Rs in Lacs Consolidatin 2013-14 2012-13 Total Revenue 2,03,982.76 2,11,860.44

Profit Before Tax 20,290.11 18,423.26

Less: Provisions for Taxation 1,725.59 1,482.55

Net Profit 18,641.34 17022.76

Balance brought forward from previous year 76,863.75 5,9840.99

Total Amount available for appropriation 95,505.09 76,863.75

Appropriations:

Dividend on Equity Shares 1,310.70 -

Surplus Carried to Balance Sheet 94,194.41 76,863.75

Total 95,505.09 76,863.75

DIVIDEND

The Board of Directors in its meeting held on 13th August 2013 had declared Interim Dividend of 100% ( Previous Year Nil) i.e. Rs 2 per share on face value of Rs 2 per equity share aggregating to Rs 1310.68 lacs. The said Dividend was paid to the shareholders entitled thereto, on and after 22nd August, 2013. The Board of the Company has not recommended any further dividend for the financial year 2013-14 and the Interim Dividend paid would be the final dividend for the Financial Year.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion & Analysis Report, which forms part of the Directors'' Report.

EARNINGS IN FOREIGN EXCHANGE

During the year the export earnings of the Company amounted to Rs. 88,457.87 lacs against previous year level of Rs. 81,303.61 lacs. Foreign currency expenditure of your Company amounted to Rs. 70369.55 lacs as against Rs. 67281.13 lacs during last year.

CREDIT RATING

The Company was awarded ''AA'' rating by CARE for its long and medium term loans, ''A1 '' (A ONE PLUS) rating by CARE for short term debt instruments and A1 ''( A ONE PLUS) rating by ICRA for commercial paper, which represent high security for timely servicing of debt instruments and carrying very low credit risk. The Company''s financial discipline and prudence are reflected from the good Credit ratings by leading agencies.

PARTICULARS OF EMPLOYEES

During the period under review, no employee of the Company drew remuneration in excess of the limits specified in Companies (Particulars of Employees) Rules, 1975 read with Companies (Particulars of Employees) Amendment Rules, 2011 and hence no disclosure has been made under Section 217 (2A) of the Companies Act 1956 in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors of your Company, hereby confirm, pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review:

a) That in the preparation of the annual accounts for the year ended 31st March, 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanations relating to material departures.

b) That the Company has adopted such accounting policies and have applied them consistently and have made judgements and estimates in a reasonable and prudent manner so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the financial year 2013-14.

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

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

2

NATURE OF BUSINESS

There has been no change in the nature of the business of the Company and its subsidiary companies during the year.

SCHEME OF ARRANGEMENT

As reported in the previous year Director''s Report, the Board had approved the Scheme of Arrangement under provisions of Sections 391 to 394 of the Companies Act, 1956 for demerger of the Aluminium, Steel, Packaging and Coated Metal & Mosquito Coil Undertakings of the Company on a going concern basis w.e.f. 1st October, 2013 into its four fully owned subsidiary companies namely Manaksia Aluminium Company Ltd., Manaksia Steels Ltd., Manaksia Industries Ltd. and Manaksia Coated Metals & Industries Ltd. ("Transferee Companies") respectively. Pursuant to the Scheme, shares held by Manaksia Ltd. ("Transferor Company") in all the four Transferee Companies will be cancelled and each of the Transferee Companies will issue one equity share of face value of Re. 1/- each fully paid up to the shareholders of Transferor Company for every share held by them on the record date, to be decided and fixed at a later date, after all necessary approvals, orders and permissions. The shares of the Transferee Companies are proposed to be listed on all the Stock Exchanges at which the shares of Transferor Companies are presently listed. The Scheme along with required information/documents as envisaged in SEBI circular dated 4th February, 2013 read with Circular dated 21st May, 2013 are available on Company''s website www.manaksia.com. and also on the official websites of both NSE and BSE

The Scheme was also approved by the shareholders of the Company by requisite majority in the Court Convened Meeting held on 7th January, 2014 pursuant to the directives of the Hon''ble High Court at Calcutta dated 13th November, 2013 and in compliance with the aforesaid SEBI Circulars, by the public shareholders on 21st January, 2014 through postal ballot and e-voting with majority. Further pursuant to the requirement of the Scheme, reduction in Securities Premium Reserve Account was also approved by the shareholders by requisite majority on 7th January, 2014. The Scheme has also been approved by the shareholders of the Transferee Companies.

The Hon''ble High Court at Calcutta has vide its order dated 24th March, 2014 had allowed the Company''s application for the Scheme under Section 391(2) and 394 of the Companies Act, 1956 and sanctioned the Scheme. The Hon''ble High Court has given directons to adjudicate the stamp duty payable on the order which at present is pending with the office of Collector of Stamp Revenue, Kolkata. The Scheme would become effective from the appointed date i.e. 1st October, 2013, after receipt of the Order of the Hon''ble High Court at Calcutta after payment of adjudicated stamp duty and filing of the same with Registrar of Companies, West Bengal.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

The statement required under Section 212 of the Companies Act, 1956 in respect of subsidiary companies are annexed hereto as Annexure- "A"

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In terms of Circular no. 2/2011dated 8th February, 2011 issued by the Ministry of Corporate Affairs, the Board has given its consent for not attaching the Balance Sheet, Profit & Loss Account, Report of the Board of Directors, Auditors'' Report and other documents of the subsidiary companies to the Annual Report. The annual accounts of these subsidiary companies and the related detailed information will be made available to any member of the Company/its subsidiary companies seeking such information at any point and are also available for inspection by any member of the Company/subsidiary companies at the Registered Office of the Company. The annual accounts of the said subsidiary companies will also be available for inspection, as above, at the Registered Office of Manaksia Ltd and at the respective subsidiary companies registered offices. The Company will furnish hard copy of the annual accounts of subsidiary Companies to any member on demand. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended 31st March,2014 is attached with the Report as Annexure "B".

As required under the Listing Agreement with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiary companies is attached. The consolidated financial statements has been prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiary companies.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on the Corporate Governance along with a certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is annexed as Annexure-"C"

ABRIDGED ANNUAL FINANCIAL STATEMENTS

In terms of Clause 32 of the Listing Agreement, the Abridged Financial Statements containing the salient features of the Balance Sheet and Profit & Loss Account as prescribed in Section 219(1)(b)(iv) of the Companies Act, 1956, will be sent to all the shareholders who have not registered their email address(es) with their Depository Partcipant, for the purpose of receiving documents/communication from the Companies in the electronic mode. The complete Annual Report will be sent through the electronic mode to all those shareholders who have registered their email address with Depository Participant, in case shares held in electronic mode or with Company''s Registrar & Transfer Agent, in case the shares are held in physical mode. The Complete Annual Report would be available on the Company''s website www.manaksia.com. and would be available for inspection at the Registered Office during business hours of the Company. The Company on receipt of a request from any shareholder would provide free of cost, a copy of the complete Annual Report.

DIRECTORS

The Company, pursuant to the requirement of Clause 49 of the Listing Agreement had approved the appointment of Mr A K Chakraborty, Dr K K Chaudhuri and Mrs Smita Khaitan as Independent Directors of the Company. Pursuant to Section 149(4) of the Companies Act, 2013 ("Act") and

4

Equity Listing Agreement, every company shall have atleast one third of total numbers as Independent Directors. Further as per Section 152 of the Act, an Independent Director would not be liable to retire by rotation. Since the Company has already approved the appointment of Mr A K Chakraborty, Dr K K Chaudhuri and Mrs Smita Khaitan, as Independent Directors being subject to retirement by rotation in past in terms of the Companies Act, 1956, the Board of Directors at their meeting held on 11th August, 2014, after considering the recommendation of Nomination & Selection committee meeting held on 8th August, 2014, has recommended the appointment of all the aforesaid Directors as Non-Executive Independent Directors within the meaning of Section 149 and 152 of the Act, read with Schedule IV and rules made thereunder, not subject to retirement by rotation for a term of 5 consecutive years w.e.f. the date of the ensuing Annual General Meeting upto the conclusion of the Annual General Meeting to be held in the calendar year 2019.

The Company has received requisite notices from members proposing appointments of Mr A K Chakraborty, Dr K K Chaudhuri and Mrs Smita Khaitan as Independent Directors. The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Act, and Clause 49 of the Listing Agreement.

Mr. Nadia Basak, Director of the Company, liable to retire by rotation at the ensuing Annual General Meeting, does not wish to seek re-appointment due to other Professional Commitments. Mr Debabrata Guha, Executive Director, due to advancing age and ill health, has resigned from the Board w.e.f. the close of business hours on 8thAugust, 2014. The Board places on record its appreciation for the valuable contribution made to the Company by both the Directors during their association with the Company.

Mr Sunil Kumar Agrawal and Mr Suresh Kumar Agrawal pursuant to the provisions of the Act would be liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Further in terms of requirement of Section 152 of the Act, office of every Director other than the Independent Director would be liable to retire by rotation. In terms of shareholders approval under the Companies Act 1956, the office held by Mr Basant Kumar Agrawal, Managing Director was not liable to retire by rotation. Therefore, to align with the requirement of the Act, and proposed consideration and adoption of new/amended Articles of Association of the Company in the ensuing Annual General Meeting, it is proposed to amend the terms and conditions of appointment of Mr. Basant Kumar Agrawal to the extent of considering his office as a director to be liable to retire by rotation.

The brief Resume/Profile of the Directors recommended by the Board for appointment/ re-appointment is attached with report as Annexure-"D".

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

Information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under Section 217(1) (e) of the Companies Act, 1956, are set out as Annexure – "E" and form a part of this Report.

STATUTORY AUDITORS & AUDITORS'' REPORT

The Statutory Auditors Messrs SRB & Associates, Chartered Accountants, being eligible, pursuant to the provisions of the Companies Act, 2013 are proposed to be re-appointed as Statutory Auditors of the Company for a period of 3 years from the conclusion of this Annual General Meeting upto the conclusion of 33rd Annual General Meeting of the Company to be held in the calendar year 2017.

Pursuant to Sections 139, 141 and 142 of the Companies Act, 2013 and relevant rules prescribed there under, the Company has received certificate from the Auditors to the effect, inter alia, that they are not disqualified for such re-appointment under the provisions of applicable laws, the proposed appointment is as per the terms and the limits prescribed under the Companies Act, 2013 and no proceedings against them or any of their partners are pending with respect to matter of professional conduct. Further, they have also provided their written consent for appointment as the statutory auditors of the Company.

The Auditors have also confirmed that they have subjected themselves to Peer Review, a process of Institute of Chartered Accountants of India (ICAI) for evaluating the quality of audit and attestation services and that they hold a valid certificate issued by the Peer Review Board of the ICAI. The Directors recommend their approval for a term of three years i.e. from the conclusion of the ensuing Annual General Meeting upto the conclusion of 33rd Annual General Meeting to be held in Calender year 2017, and also request to fix their remuneration.

The Auditors'' Report addressed to the shareholders of the Company, does not contain any qualification.

COST AUDITORS

In terms of the directives of issued by the Ministry of Corporate Affairs under Section 233B of the Companies Act 1956, the Company has, after seeking the approval of the Central Government, re-appointed M/s B Mukhopadhyay & Co, Cost Accountants, B-20, Amaravati, Sodepur, Kolkata- 700 110, as the Cost Auditors for the Aluminium and Steel Products manufactured by the Company during the Financial Year 2013-14.

The Cost Audit Report of the Company for Financial year 2012-13 was duly approved by the Board of Directors within the time limit stipulated under the Companies Act, 1956. However, there was delay in submission of the Cost Audit Report in the requisite forms with Central Government due to difficulty arising in understanding the modalities for filing the Form.

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The due date for filing the Cost Audit Reports for Financial year 2013-14 is 27th September, 2014 and the Cost Auditors are expected to file the reports with the Central Government within the said period.

The Board, pursuant to the provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records & Audit) Rules 2014 has re-appointed M/s B Mukhopadhyay & Co, Cost Accountants, B-20, Amaravati, Sodepur, Kolkata- 700 110, as the Cost Auditors for the Aluminium and Steel Products to be manufactured during the Financial Year 2014-15.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) forms integral part of the way the Company conducts its business and is primarily concerned to provide social, environmental and economic benefits to the communities and geographies in which it operates. The CSR activities are inter-alia, focused on education, healthcare, family welfare, environment care and social initiatives. The various initiatives undertaken by the Company and its subsidiary companies as a part of CSR during the financial year ended 31st March, 2014 are as follows:

In India

(1) Contribution for economic development of tribals by providing them saplings of fruit trees for plantation and to trained them for natural farming by preparing manure with cow dung, etc. To encourage tribals to cultivate seasonal vegetables and herbal plants with natural manure to earn their livelihood economically.

(2) Contribution towards informal education of tribal children.

(3) Contribution for imparting training for prevention of diseases and for providing First Aid and some patent medicines for normal diseases.

(4) Supporting free education to under-privileged children.

(5) Contribution towards provision of free eye operations to under-privileged.

(6) Contribution towards training programmes for women to make them self employed

(7) Sponsoring 201 schools for one year for the betterment of under-privileged tribals.

The Board pursuant to the requirement of provisions of Section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 has constituted the Corporate Social Responsibility Committee.

In Nigeria by MINL Ltd.

(1) Organising events to highlight the impact of global warming.

(2) Social assistance was provided to the department of Public Health.

(3) Social assistance and donation for organizing an international conference on infrastructure development in Africa.

(4) Donation of Roofing sheets to the Public Utility department and to Nigerian Police.0 Mobile Force towards erection of hall and building.

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(5) Construction of Drainage on a portion of Industrial Estate Road to allow free flow of water

(6) Revitalized portion of bad roads to allow free passage of vehicles.

(7) Donations to schools for implementation of various school projects for benefit of the under- privileged.

In Nigeria, by Jebba Paper Mills Ltd

(1) On- going support in installation of various water pipe lines across the village which has substantially reduced the water problems of the habitants.

(2) Set up of a DEMO FARM. The technical assistance and knowledge transfer to the local farmers are being provided for improving yield per hectare of land being cultivated by them.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competition in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, government departments, other stakeholders and the media.

Your Directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team-work, professionalism and enthusiastic contribution towards the working of the Company during the year under review.

Your Directors look forward to the future with hope and conviction.

On behalf of the Board Sd/- A K CHAKRABORTY CHAIRMAN (DIN: 00133604)

Place: Kolkata Date: 11th August, 2014

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Mar 31, 2013

Dear Shareholders,

The Directors are pleased to present the Twenty Ninth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

Rs. in lacs STANDALONE CONSOLIDATION 2012-13 2011-12 2012-13 2011-12

Total Revenue 122647.39 114121.22 208611.98 196549.20

Profit Before Tax 3435.94 1092.07 18423.26 12269.52

Less: Provisions for Taxation 685.14 361.00 1482.55 485.17

Net Profit 2750.80 731.07 17022.76 11897.94

Balance brought forward from previous 610.59 29.52 59840.99 48093.05 year

Total Amount available for 3361.39 760.59 76863.75 59990.99 appropriation

Appropriations :

Debenture Redemption Reserve 150.00 150.00

Surplus Carried to Balance Sheet 3361.39 610.59 76863.75 59840.99

Total 3361.39 760.59 76863.75 59990.99

DIVIDEND

To conserve the resources for future, the Board has decided not to recommend any dividend for the Financial year ended 31st March 2013.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion & Analysis Report which forms part of the Directors'' Report.

NON- CONVERTIBLE DEBENTURES AND EXTERNAL COMMERCIAL BORROWINGS

During the period under review, to reduce the interest cost, the Company has made complete pre-payment of outstanding principal amount on 11.95% Non-Convertible Debentures aggregating to Rs 24 crores to LIC of India Ltd. and on External Commercial Borrowings aggregating to US$5 million (Equivalent to INR 27.00 crores approx.)

EARNINGS IN FOREIGN EXCHANGE

During the year the export earnings of the Company amounted to Rs. 81,303.61 lacs from the previous year level of Rs. 64,000.96 lacs. Foreign currency expenditure of your Company amounted to Rs.1384.91 lacs as against Rs. 1324.22 lacs last year.

CREDIT RATING

The Company was awarded ''AA'' rating by CARE for its long and medium term loans, ''A1 '' (A ONE PLUS) rating by CARE for short term debt instruments and A1 ''( A ONE PLUS) rating by ICRA for commercial paper, which represent high security for timely servicing of debt instruments and carrying very low credit risk. The Company''s financial discipline and prudence are reflected from the good Credit ratings by leading agencies.

PARTICULARS OF EMPLOYEES

During the period under review no employee of the Company drew remuneration in excess of the limits specified under Companies (Particulars of Employees) Amendment Rules, 2011 and hence no disclosure has been made under Section 217 (2A) of the Companies Act 1956 in the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors of the Company, hereby confirm, pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review:

a) That in the preparation of the annual accounts for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

b) That we have adopted such accounting policies and have applied them consistently and have made judgements and estimates in a reasonable and prudent manner so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year.

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

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

NATURE OF BUSINESS

There has been no change in the nature of the business of the Company and its subsidiary companies during the year.

SCHEME OF ARRANGEMENT

The Board of Directors of the Manaksia Limited ("Transferor Company") subject to such approvals, orders and permissions as may be required, has approved the restructuring plans of the Company through Draft Scheme of Arrangement (Scheme) under Section 391 to 394 of the Companies Act, 1956, wherein the Aluminium, Steel, Packaging and Coated Metal & Mosquito Coil Undertakings of the Company would be demerged on a going concern basis w.e.f 1st October 2013 into its four fully owned subsidiary companies namely Manaksia Aluminium Company Ltd., Manaksia Steels Ltd., Manaksia Industries Ltd. and Manaksia Coated Metals & Industries Ltd. ("Transferee Companies"). Pursuant to the Scheme, shares held by Transferor Company in all the four Transferee Companies will be cancelled and each of the Transferee Companies will issue one equity share of face value of Re. 1/- each to the shareholders of Transferor Company for every share held by them on the record date, to be decided and fixed at a later date, after all necessary approvals, orders and permissions. The shares of the Transferee Companies are proposed to be listed on all the Stock Exchanges at which the shares of Transferor are presently listed. The Scheme has also been approved by the Board of Directors of all the four Transferee Companies.

In terms of requirements of SEBI circular dated 4th February 2013 read with circular dated 21st May 2013, Company has made applications for obtaining approval of SEBI, National Stock Exchange of India Ltd (NSE) and Bombay Stock Exchange Ltd. (BSE). Further, the Scheme along with required information/documents as envisaged in aforesaid SEBI circulars are available on Company''s website www.manaksia.com. and also on the official websites of both NSE and BSE.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

During the year under review, the Company has made equity investments by subscribing to additional 30,00,000 Equity Shares of Rs 10 each in its wholly owned subsidiary company, Manaksia Ferro Industries Limited. Further, subsequent to the transfer of shares, Mark Steels Limited, a wholly owned subsidiary company has become step down subsidiary company w.e.f. 5th March 2013. These decisions were made keeping in mind the business opportunities available. In absence of viable business opportunities and the then prevailing global economic conditions, the Company during the year had closed the operations of UNI Metals FZE, a wholly owned subsidiary company at Sharjah U.A.E.

The statements required under Section 212 of the Companies Act, 1956 in respect of subsidiary companies are annexed hereto vide Annexure "A".

In terms of circular issued by Ministry of Corporate Affairs, the Board has given its consent for not attaching the Balance Sheet, Profit & Loss Account, Report of the Board of Directors, Auditors'' Report and other documents of the subsidiary companies to the Annual Report. The annual accounts of these subsidiary companies and the related detailed information will be made available to any member of the Company/its subsidiary companies seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiary companies at the registered office of the Company. The annual accounts of the said subsidiary companies will also be available for inspection, as above, at the Registered Office of Manaksia Ltd and in the respective subsidiary companies registered offices. The Company will furnish hard copy of the annual accounts of subsidiary Companies to any member on demand. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is attached with the Report as Annexure "B".

As required under the Listing Agreement with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiary companies is attached. The consolidated financial statements has been prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiary companies.

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

The information regarding conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956, are set out as Annexure – "C" and form a part of this Report.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on the Corporate Governance along with a certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is attached as Annexure-"D"

ABRIDGED ANNUAL FINANCIAL STATEMENTS

In terms of provisions of Section 219(1)(iv) of the Companies Act, 1956 read with Clause 32 of the Listing Agreement and to support the "GREEN INITIATIVE" efforts of the Ministry of Corporate Affairs, the Board has approved to send the Abridged Financial Statements containing the salient features of the Balance Sheet and Profit & Loss Account . The Complete Annual Report would be available on the Company''s website www.manaksia.com. and would be available for inspection at the Registered Office during business hours of the Company. The Company on receipt of the request from the shareholder would provide free of cost, a copy of the complete Annual Report.

DIRECTORS

Mr R N Sengupta, Chairman of the Board of Directors passed away on 17th September 2012 . Your Director once again express their sorrow and regret on the sad demise of Mr Sengupta and place on record its sincere appreciation of the wise counsel and guidance received from him as well invaluable contribution made by him during his tenure as Director and Chairman of the Company. During the period , the Board unanimously elected Mr A K Chakraborty as Chairman of the Board of Directors on 26th September 2012 and thereafter w.e.f. 5th November 2012. Mr A K Chakraborty is also the Chairman of the Audit Committee of the Board.

Mr Sushil Kumar Agrawal, Mr Debabrata Guha and Dr K K Chaudhuri, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re- appointment at the ensuing Annual General Meeting.

STATUTORY AUDITORS & AUDITORS'' REPORT

The Statutory Auditors Messrs SRB & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and, being eligible offer themselves for re-appointment.

Certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (IB) of the Companies Act 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The Auditors have also confirmed that they have subjected themselves to the peer review, a process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the peer Review Board of the ICAI.

The Auditors'' Report to the shareholders does not contain any qualification.

COST AUDITORS

In terms of the directives of Ministry of Corporate Affairs under Section 233B of the Companies Act, 1956, the Company has after approval of the Central Government, re-appointed M/s V K Jain & Co., Cost Accountants, Bikaner Building, 3rd Floor, Kolkata -700 001, as Cost Auditors for Aluminium & Steel Products manufactured by it during the financial year 2012-13.

The Cost Audit reports of the Company for Financial Year 2011-12 have been filed with Ministry of Corporate Affairs on 28th February 2013 within the stipulated time as extended. The due date for filing the Cost Audit Reports for the financial year ended 31st March 2013 is 27th September 2013 and the Cost Auditors are expected to file the Reports with the Central Government within the said period. The Company, within the stipulated time period, shall make necessary application to the Central Government for appointment of the Cost Auditor for the financial year ending 31st March 2014.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) forms integral part of the way the Company conducts its business and is primarily concerned to provide social, environmental and economic benefits to the communities and geographies in which it operates. The CSR activities are focused on education, healthcare, family welfare, environment care and social initiatives amongst others. The various initiatives undertaken by the Company and its subsidiary companies as a part of CSR are as follows:

In India

(1) Contribution for developing infrastructure at hospital for the benefits of under privileged.

(2) Contribution for development of sanitary project for under-privileged tribals.

(3) Supporting free education to under-privileged children.

(4) Contribution towards establishment of Eye hospital.

(5) Contribution in providing free eye operations to under privileged.

(6) Sponsoring 100 schools for one year for the betterment of under privileged tribals.

In Nigeria by MINL Ltd.

(1) Construction of Drainage on a portion of Industrial Estate Road to allow free flow of water.

(2) Revitalized portion of bad roads to allow free passage of vehicles.

(3) Donation of ceiling and standing fans for Public Recreation Club.

(4) Substantial on-going financial assistance to the local community for purchase of transformer to restore power supply.

(5) On-going support in developing Water Supply system including borehole, overhead tank pumping machine and connection to electricity.

(6) Donations to schools for implementation of various school projects for benefit of the under- privileged.

(7) Financial Assistance towards wall fencing of local police station.

In Nigeria by Jebba Paper Mills Ltd

(1) On- going support in installation of various water pipe lines across the village which has substantially reduced the water problems of the habitants.

(2) The Company has set up a DEMO FARM. The technical assistance and knowledge transfer to the local farmers are being provided for improving yield per hectare of land being cultivated by them.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competitiveness in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, government departments, other stakeholders and the media.

Your directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team-work, professionalism and enthusiastic contribution towards the working of the Company during the year under review.

Your Directors look forward to the future with hope and conviction.

On behalf of the Board

Sd/-

A K CHAKRABORTY CHAIRMAN

Kolkata, 30th May 2013

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Mar 31, 2012

Dear Shareholders,

The Directors are pleased to present the Twenty Eighth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS:

Rs. in lacs

2011-12 2010-11

Total Revenue 114,121.22 93,650.88

Profit before exceptional items and tax 5,037.94 3,304.93

Less: Exceptional Items 3,945.87 (700.97)

Profit before tax 1,092.07 4,005.60

Less: Provision for Taxation 361.00 1,020.00

Short/(Excess) provision for Taxation for Earlier year - 59.68

Profit After Tax 731.07 2,925.92

Surplus brought forward from previous year 29.52 7.73

Transfer from Exchange Fluctuation Reserve - 200.00

Total Amount available for appropriation 760.59 3,133.65

Appropriation to :

(i) General Reserves - 300.00

(ii) Debenture Redemption Reserves 150.00 900.00

(iii) Dividend on Equity Shares - 1,638.35

(iv) Tax on Dividend - 265.78

Surplus Carried to Balance Sheet 610.59 29.52

760.59 3,133.65

DIVIDEND

The Board due to strain on earnings and Cash Flows coupled with wild fluctuations in foreign exchange, which had considerable adverse impact on profitability, has decided not to recommended any dividend for the Financial year ended 31st March 2012.

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to Management Discussion & Analysis Report which forms part of the Directors' Report.

NON- CONVERTIBLE DEBENTURES

During the period under review, the Company in accordance to the terms of issuance of 11.95% Non-Convertible Debentures aggregating to Rs 60 crores, has redeemed Debentures of Rs 18 crores within due date.

DEPOSITS

During the period under review, the Company has not accepted any deposit nor has any outstanding deposit as defined under Section 58A of the Companies Act, 1956.

INDUSTRIAL RELATIONS & PERSONNEL

Your Company continued to enjoy warm and healthy relations with its employees at all locations.

Your Directors take this opportunity to record their appreciation for the dedicated services and significant efforts made by employees at all levels towards the progress of the Company.

EARNINGS IN FOREIGN EXCHANGE

During the year the export earnings of the Company amounted to Rs 64,000.96 lacs from the previous year level of Rs. 55355.70 lacs. Foreign currency expenditure of your Company amounted to Rs. 1324.82 lacs as against Rs. 921.62 lacs last year.

ENVIRONMENT

Your Company continues to place great emphasis on environment management and protection. As one of the Eastern India's premier corporations, Manaksia lays paramount importance on its responsibility to contribute to the preservation and enrichment of the physical environment.

CREDIT RATING

The Company was awarded 'AA' rating by CARE for its long and medium term loans, 'A1 ' (A ONE PLUS) rating by CARE for short term debt instruments and 'A1 '( A ONE PLUS) rating by ICRA for commercial paper, which represent high security for timely servicing of debt instruments and carrying very low credit risk. The Company's financial discipline and prudence are reflected from the good Credit ratings by leading international agencies.

PARTICULARS OF EMPLOYEES

During the period under review, no employee of the Company has drawn remuneration in excess of the limits specified under Companies (Particulars of Employees) Amendment, Rules, 2011 and hence no disclosure has been made under Section 217 (2A) of the Companies Act, 1956 in the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review:

a) That in the preparation of the annual accounts for the year ended 31st March 2012, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

b) That we have selected such accounting policies and have applied them consistently and have made judgements and estimates that are reasonable and prudent manner so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period.

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

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

NATURE OF BUSINESS

There has been no change in the nature of the business of the Company and any of its subsidiary companies during the year.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, the Company has sold its 100% equity stake in Solex Chemicals Private Limited at a consideration amount of US$ 1.50 million equivalent to Rs 724.93 lacs. As reported in previous year's Directors' Report , during the year under review, the Company has invested in 50,000 Equity shares of Rs 10 each equivalent to 100% Equity Capital in Manaksia Industries Ltd, thereby making it wholly owned subsidiary company. The Company has also made investments of AED 64000 equivalent to Rs 8.57 lacs through subscription of the Equity Capital of a wholly owned foreign subsidiary company in the name of UNI Metals FZE at Sharjah, UAE. These investments have been made keeping in mind the business opportunities available.

The statements required under Section 212 of the Companies Act, 1956 in respect of subsidiary companies are attached with Report as Annexure "A".

In terms of circular issued by Ministry of Corporate Affairs, the Board has given its consent for not attaching the Balance Sheet, Profit & Loss Account, Report of the Board of Directors, Auditors' Report and other documents of the subsidiary companies to the Annual Report. The annual accounts of these subsidiary companies and the related detailed information will be made available to any member of the Company/its subsidiary companies seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiary companies at the registered office of the Company. The annual accounts of the said subsidiary companies will also be available for inspection, as above, at the Registered Office of Company and at the respective subsidiary companies registered offices. The Company will furnish hard copy of the annual accounts of subsidiary Companies to any member on demand. A statement containing brief financial details of the Company's subsidiaries for the financial year ended 31st March 2012 is attached as Annexure "B".

As required under the Listing Agreement with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiary companies is attached. The consolidated financial statements has been prepared in accordance with the Accounting Standard 21 issued by the Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiary companies.

DELISTING OF EQUITY SHARES

The Equity Shares of the Company were voluntary delisted under SEBI (Delisting of Equity Shares) Regulations, 2009 from The Calcutta Stock Exchange Ltd. w.e.f. 8th December 2011. The Company continues to be listed on Bombay Stock Exchange Ltd. (BSE) and National Stock Exchange of India Ltd.(NSE).

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

The information regarding conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956, is attached as Annexure-"C"..

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on the Corporate Governance forms part of the Annual Report. However, the requisite certificate from the Auditors of the Company confirming compliance with the conditions of the Corporate Governance is attached with the Report as Annexure-"D".

ABRIDGED ANNUAL FINANCIAL STATEMENTS

In terms of provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 read with Clause 32 of the Listing Agreement and to support the "GREEN INITIATIVE" measures of the Ministry of Corporate Affairs, the Board has decided to circulate the Abridged Annual Report containing the salient features of the Balance Sheet and Profit & Loss Account to the shareholders for the financial year 2011-12. The Complete Annual Report would be available on the Company's website www.manaksia.com and will be available for inspection at the Registered Office, during business hours of the Company. The Company on receipt of the request from the shareholder would provide free of cost, a copy of the complete Annual Report.

DIRECTORS

Mr Sunil Kumar Agrawal, Mr Suresh Kumar Agrawal and Mr Mahabir Prasad Agrawal, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re- appointment at the ensuing Annual General Meeting.

STATUTORY AUDITORS & AUDITORS' REPORT

The Statutory Auditors Messrs SRB & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. A Certificate from the Auditors has been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the Companies Act 1956. The Auditors have also confirmed that they have subjected themselves to the peer review, the process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors' Report to the shareholders does not contain any qualification.

COST AUDITORS

In terms of the directives of Ministry of Corporate Affairs under Section 233B of the Companies Act, 1956, the Company has after approval of the Central Government, appointed M/s V K Jain & Co., Cost Accountants, Kolkata, as Cost Auditors for the Aluminium & Steel Products manufactured by it during the financial year 2011 -12. The due date for filing the Cost Audit Reports for the financial year ended 31st March 2012 is 27th September 2012 and the Cost Auditors are expected to file the Reports with the Central Government within the due date.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) of the Company is aimed to provide social, environmental and economic benefits for the communities and geographies in which it operates. The CSR activities are focused on education, healthcare, family welfare, environment care and social initiatives amongst others. Some of the initiatives of the Company undertaken as a part of CSR are as follows:

In India

- Installation of Solar Street lights in various villages.

- Organising Eye Camp in villages for free eye check up and providing free spectacles.

- Contribution towards establishment of a Eye Hospital.

- Supporting some of the Municipality schools by sponsorship of English teaching classes.

- Donation for construction of Building at Municipality Schools for upliftment of the under privileged.

- Sponsoring 100 schools for one year for the betterment of under-privileged tribals.

In Nigeria by MINL Ltd.

- Construction of Drainage on a portion of Industrial Estate Road to allow free flow of water.

- Substantial financial assistance to the local community for purchase of transformer to restore power supply.

- Water Supply system developed which included borehole, overhead tank pumping machine and connection to electricity.

- Donations to schools for implementation of various school projects for benefit of the under privileged.

- Donations to State hospital for providing medical services to weaker section of the society.

- Financial Assistance towards wall fencing of local police station.

In Nigeria,by Jebba Paper Mills Ltd

- Installation of water pipe line across the village which has substantially reduced the water problems of the habitants.

- The Company has set up a DEMO FARM. The technical assistance and knowledge transfer to the local farmers are being provided for improving yield per hectare of crops being cultivated by them.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competitiveness in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the best possible manner in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, government departments, other stakeholders and the media.

Your directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team-work, professionalism and enthusiastic contribution towards the working of the Company during the year under review.

Your Directors look forward to the future with hope and conviction.

On behalf of the Board

Sd/-

R N Sengupta CHAIRMAN

Kolkata, 30th June 2012

---

Mar 31, 2011

Dear Shareholders,

The Directors are pleased to present the Twenty Seventh Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS:

Rs. in lacs

2010-11 2009-10

Total Income 94211.39 85139.09

Profit Before Tax 4005.60 3166.01

Less: Provisions for Taxation 1020.00 688.00

Net Profit 2985.60 2478.01

Transfer from Exchange Fluctuation Reserve 200.00 -

Balance brought forward from previous year 7.73 25.71

Short/(Excess) provision for Taxation for Earlier years 59.68 -

Total Amount available for appropriation 3133.65 2503.72 Which the Directors have appropriated as under to:

(i) General Reserve 300.00 250.00

(ii) Debenture Redemption Reserve 900.00 300.00

(iii) Proposed Dividend on Equity Shares 1638.35 1668.82

(iv) Tax on Proposed Dividends 265.78 277.17

Balance Carried to Balance Sheet 29.52 7.73

Total 3133.65 2503.72

DIVIDEND

Your Directors recommend, subject to the approval of shareholders, a dividend of 125% i.e., Rs.2.50 per Equity Share of Rs.2/- each for the year ended 31.03.2011 (last year 120% i.e., Rs.2.40 per equity share). The Dividend will be paid in compliance with the applicable regulations. The total outgo including tax on dividend would be Rs. 1904.13 lacs (last year Rs. 1945.99 lacs).

OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to 'Management Discussion & Analysis Report' and 'Corporate Governance Report' which forms part of the Annual Report.

FINANCE

All financial commitments including payment of loan installments were met in time within the year under review.

The borrowing costs during the year saw a noticeable decrease which resulted on account of better utilisation of working capital facilities.

The lenders continued to rate the Company as a prime customer.

CASH FLOW ANALYSIS

In conformity with the provisions of Clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March 2011 is included in the annual accounts.

CHANGES IN SHARE CAPITAL

Pursuant to the resolution passed by the Board of Directors of the Company and in accordance with the provisions of the Companies Act, 1956 and the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 1998 to optimise return to the shareholder and to enhance overall shareholder value, the Company had made a Public Announcement to Buy -Back upto maximum 40,00,000 Equity shares at a maximum price of Rs. 200/- per share. The Company bought back and extinguished 40,00,000 Equity shares from the open market using electronic trading facilities of Bombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE) at an aggregate consideration of Rs. 40.14 crores. Consequently the paid up capital of the Company has reduced from 6,95,34,050 Equity Shares to 6,55,34,050 Equity Shares of Rs. 2/- each.

EARNINGS IN FOREIGN EXCHANGE

During the year the export earnings of the Company amounted to Rs. 55355.70 lacs from the previous year level of Rs. 52274.71 lacs. Foreign currency expenditure of your Company amounted to Rs. 921.62 lacs as against Rs. 1453.39 lacs

Full particulars of Foreign Exchange earnings and outgo are provided in Schedule "S" to the Accounts.

ENVIRONMENT

The Company continues to place great emphasis on environment management and protection. As one of the Eastern India's premier corporations, Manaksia lays paramount importance on its responsibility to contribute to the preservation and enrichment of the physical environment.

The Company was awarded 'CARE AA' rating by CARE for its long and medium term loans which represent high security for timely servicing of debt instruments and carrying very low credit risk.

DEPOSITS

The Company has not accepted any deposit nor has any outstanding deposit as defined under Section 58A of the Companies Act, 1956.

INDUSTRIAL RELATION & PERSONNEL

Your Company continued to enjoy warm and healthy relations with its employees at all locations. Your Directors take this opportunity to record their appreciation for the dedicated services and significant efforts made by employees at all levels towards the progress of the Company.

PARTICULARS OF EMPLOYEES

The Ministry of Corporate Affairs by notification dated 31st March 2011, issued Companies (Particulars of Employees) Amendment Rules, 2011, wherein the disclosure required under Section 217 (2A) of the Companies Act 1956 in the Annual Report relating to remuneration payable to the employee have been modified. Since no employee of the Company draws remuneration in excess of the limits specified, no statement has been enclosed here with.

DIRECTORS' RESPONSIBILITY STATEMENT

We, the Directors of the Company, hereby confirm, pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review:

a) That in the preparation of the annual accounts for the year ended 31st March 2011, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed.

b) That we have adopted such accounting policies and have applied them consistently and have made judgements and estimates in a reasonable and prudent manner so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year.

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

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

NATURE OF BUSINESS

There has been no change in the nature of business of the Company and any of its subsidiary companies during the year.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

During the year under review, the Company has sold its 100% equity stake in Manaksia Global Limited and Crescent Industries (Nepal) Pvt Limited at a consideration amount of Rs.5.28 lacs and Rs. 389.50 lacs respectively. As reported in previous year's Directors' Report , during the year under review, the Company has invested in 50,000 Equity Shares of Rs. 10/- each equivalent to 100% Equity Capital of the relative Companies. The Company has since made further investment in 50,000 Shares of Rs. 10/- each equivalent to 100% equity in another new Company named Manaksia Industries Limited, thereby also making it wholly owned subsidiary company. These investments have been made keeping in mind the business opportunities available.

The statements required under Section 212 of the Companies Act, 1956 in respect of subsidiary companies are annexed hereto vide Annexure "A".

In terms of circular issued by Ministry of Corporate Affairs, the Balance Sheet, Profit & Loss Account, Report of the Board of Directors, Auditors' Report and other documents of the subsidiary companies are not attached to the Annual Report. The annual accounts of these subsidiary companies and the related detailed information will be made available to any member of the Company/its subsidiary companies seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiary companies at the registered office of the Company. The annual accounts of the said subsidiary companies will also be available for inspection, as above, at the Registered Office of Manaksia Ltd and in the respective subsidiary companies registered offices. The Company will furnish a copy of details of annual accounts of subsidiaries to any member on demand. A statement containing brief financial details of the Company's subsidiaries for the financial year ended March 31, 2011 is attached with the Report as Annexure "B".

As required under the Listing Agreement with the Stock Exchanges consolidated financial statement of the Company and all its subsidiary companies is attached. The consolidated financial statements have been prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiary companies.

REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the followings form part of this Annual Report:

(a) Report on Corporate Governance.

(b) Managing Director's Declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel.

(c) Auditors Certificate regarding compliance of conditions of Corporate Governance.

DIRECTORS

During the period under review, Mr Nadia Basak, Director resigned as Executive Director of the Company as at the close of business hours of 30th March 2011. Your Directors would like to record their appreciation of the valuable contribution made by Mr Basak during his tenure as Executive Director of the Company. However, Mr Basak would continue as Non-Executive Director of the Company to enable Board to draw upon his knowledge and vast experience.

The tenure of Mr. Basant Kumar Agrawal as Managing Director would expire on 18th December 2011. The Board of Directors in its meeting held on 27th July 2011 has recommended for approval of the Members, the re-appointment of Mr Basant Kumar Agrawal as Managing Director, not liable to retire by rotation, for a period of five years from 19th December 2011.

The Board in its meeting held on 27th July 2011, has recommended for approval of the Members revision in the remuneration payable to Mr Debabrata Guha, Whole Time Director.

Mr R N Sengupta, Mr A K Chakraborty and Mr Nadia Basak, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommends their re- appointment.

STATUTORY AUDITORS & AUDITORS' REPORT

The Statutory Auditors Messrs SRB & Associates, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and, being eligible offer themselves for re-appointment.

Certificaite from the Auditors have been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (IB) of the Companies Act 1956.

The Auditors have also confirmed that they have subjected to themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors' Report to the shareholders does not contain any qualification.

COST AUDITORS

In terms of the directives of Ministry of Corporate Affairs under Section 233B of the Companies Act, 1956, the Company has proposed the name of a firm of a qualified Cost Auditors to the Central Government for conducting audit of Cost Accounting Records in respect of steel products manufactured by the Company. The approval of the Central Government as on the date of the Report is awaited.

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

The information regarding conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956, are set out as Annexure "C" and form a part of this Report

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competitiveness in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to best secure the interest of the shareholders in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, government departments, other stakeholders and the media.

Your directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team-work, exemplary professionalism and enthusiastic contribution towards the growth of the Company during the year under review.

Your Directors look forward to the future with conviction.

On behalf of the Board

R N Sengupta Chairman

Kolkata, 27th July 2011

---

Mar 31, 2010

The Directors are pleased to present the Twenty Sixth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS:

Rs. in lacs

2009-10 2008-09

Total Income 84475.09 88062.09

Total Expenditure 74,991.99 78017.33

Profit before Interest, Depreciation and Tax 9483.10 10044.76

Less: Interest 3180.30 3786.78

Less: Depreciation 1946.81 1917.94

Profit before tax & Exceptional Items 4355.99 4340.04

Less: Prior Period Items 97.64 208.32

Less: Exceptional Items 1092.34 1126.04

Profit Before Tax 3166.01 3005.68

Less: Provisions for Taxation 688.00 620.00

Net Profit 2478.01 2385.68

Balance brought forward from previous year 25.71 36.15

Profit available for appropriation 2503.72 2421.83 Which the Directors have appropriated as under to:

(i) General Reserve 250.00 250.00

(ii) Exchange Fluctuation Reserve - 200.00

(iii) Debenture Redemption Reserve 300.00 150.00

(iv) Proposed Dividend on Equity Shares 1668.82 1529.75

(v) Dividend on Preference Shares - 5.46

(vi) Tax on Proposed Dividends 277.17 260.91

Balance Carried to Balance Sheet 7.73 25.72

Total 2503.72 2421.83

DIVIDEND:

Your Directors recommend, subject to the approval of shareholders at the ensuing Annual General Meeting, a dividend of 120% i.e., Rs.2.40 per Equity Share of Rs.2/- each for the year ended 31.03.2010 (last year 110% i.e., Rs.2.20/- per equity share). The Dividend will be paid in compliance with the applicable regulations.

OPERATIONS AND BUSINESS PERFORMANCE:

Kindly refer to Management Discussion & Analysis which forms part of the Annual Report.

FINANCE:

All financial commitments including payment of loan installments were met in time within the year under review.

The borrowing costs during the year saw a noticeable decrease since the Company had repaid the installments due for Long Term Loans apart from better utilization of working capital facilities.

The lenders continued to rate the Company as a prime customer.

CASH FLOW ANALYSIS:

In conformity with the provisions of Clause 32 of the Listing Agreement the Cash Flow Statement for the year ended 31st March 2010 is included in the annual accounts.

BUY BACK OF EQUITY SHARES:

The Board of Directors of the Company in its meeting held on 28th April 2010 and vide public announcement dated 30th April 2010 had approved buy back of equity shares of the Company from open market using electronic trading facilities of Bombay Stock Exchange Limited (BSE) and National Stock Exchange Limited (NSE). The Company as on the date of the report have bought back 21, 74,739 shares from the open market.

EARNINGS IN FOREIGN EXCHANGE:

During the year the foreign exchange earnings of the Company amounted to Rs. 52277.56 lacs from the previous year level of Rs. 60965.63 lacs. Foreign currency expenditure of your Company amounted to Rs. 52182.43 lacs as against Rs. 55907.36 lacs last year.

Full particulars of Foreign Exchange earnings and outgo are provided in Schedule "S" to the Accounts.

ENVIRONMENT:

The Company continues to place great emphasis on environment management and protection. As one of the Eastern India’s premier corporations, Manaksia lays paramount importance on its responsibility to contribute to the preservation and enrichment of the physical environment.

CREDIT RATING:

The Company was awarded ‘AA’ rating by CARE for its long and medium term loans which represent high security for timely servicing of debt instruments and carrying very low credit risk.

DEPOSITS:

The Company has not accepted any deposit nor has it any outstanding deposit as defined under Section 58A of the Companies Act, 1956.

INDUSTRIAL RELATIONS & PERSONNEL:

Your Company continued to enjoy warm and healthy relations with its employees at all locations. Your Directors take this opportunity to record their appreciation for the dedicated services and significant efforts made by employees at all levels towards the progress of the Company.

PARTICULARS OF EMPLOYEES:

Information as per Section 217 (2A) of the Companies Act, 1956 read with The Companies (Particulars of Employees) Rules 1975 forms part of this report. However, as per the provisions of Section 219(1) (b)(iv) of the Companies Act 1956 , the Report and Accounts are being sent excluding the statement containing the particulars to be provided under Section 217(2A) of the Companies Act 1956. Any member interested in obtaining such particulars may inspect the same at the Registered Office or write to the Company Secretary for a copy thereof.

DIRECTORS’ RESPONSIBILITY STATEMENT:

We, the Directors of the Company, hereby confirm, pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, in respect of financial year under review:

a) That in the preparation of the annual accounts for the year ended 31st March 2010, the applicable accounting standards have been followed and there are no material departures.

b) That we have adopted such accounting policies and have applied them consistently and have made judgements and estimates in a reasonable and prudent manner so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period.

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

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

NATURE OF BUSINESS:

There has been no change in the nature of the business of the Company and any of its Subsidiary Companies during the year.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

During the year under review the Company subscribed to equity shares to an aggregate amount of Rs 2385.96 lakhs in its wholly owned Subsidiary Companies i.e. Euroasian Ventures FZE and Manaksia Global Limited.

The statement required under Section 212 of the Companies Act, 1956 in respect of Subsidiaries Companies is annexed hereto vide Annexure A".

As on date of the Report, the Company has invested in 50,000 shares of Rs 10 each equivalent to 100% equity of each of the Companies: Manaksia Aluminium Company Ltd, Manaksia Overseas Ltd, Manaksia Coated Metals & Industries Ltd, Manaksia Ferro Industries Ltd and Manaksia Steels Ltd, thereby making it wholly owned subsidiary companies. The investments have been made keeping in mind the business opportunities available.

In terms of approval granted by the Central Government under Section 212(8) of the Companies Act 1956, copies of the Balance Sheet, Profit & Loss Account, Report of the Board of Directors and Report of the Auditors of the Subsidiary Companies and step down subsidiary companies have not been attached with the Annual Report. The Company will make available these documents upon request by any member of the Company interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection by any investor during working works at its registered office. Further the report and accounts of the subsidiary companies will also be available at Investors Section of your Company’s website www.manaksia.com. In compliance with the terms of the aforesaid approval summary financial information for each Subsidiary Company is given in Annexure "B" and forms part of this Report.

As required under the Listing Agreement with the Stock Exchange(s) a consolidated financial statement of the Company and all its Subsidiary Companies is attached. The consolidated financial statements have been prepared in accordance with Accounting Standard 21 issued by the Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company and its Subsidiary Companies as a single entity, after elimination of minority interest.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the following forms part of this Annual Report:

(a) Report on Corporate Governance.

(b) Managing Director declaration regarding compliance of Code of Conduct by Board Members and Senior Management Personnel.

(c) Auditors Certificate regarding compliance of conditions of Corporate Governance

DIRECTORS:

The Board of Directors in its meeting held on 13th November 2010, subject to the approval of the shareholders, have appointed Mr Suresh Kumar Agrawal, Mr Sunil Kumar Agrawal, Mr Sushil Kumar Agrawal, Mr Nadia Basak and Mr Debabrata Guha, Directors of the Company as Wholetime Directors of the Company with effect from 1st January 2011.

Mr Debabrata Guha, Dr Kali Kumar Chaudhuri and Ms Smita Khaitan retire from the Board by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment The Board has recommended their re- appointment.

AUDITORS & AUDITORS’ REPORT:

The Auditors Messrs SRB & Associates Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and, being eligible offer themselves for re-appointment. Certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

The Auditors’ Report to the shareholders does not call contain any qualification.

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

The information regarding conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo required under Section 217(1) (e) of the Companies Act, 1956, are set out as Annexure - "C" and form a part of this Report.

ACKNOWLEDGEMENT

Your Company continues its relentless focus on strengthening competitiveness in all its businesses. It is the endeavour of your Company to deploy resources in a balanced manner so as to secure the interest of the shareholders in the short, medium and long terms.

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill enjoyed by the Company from esteemed customers, commercial associates, banks, financial institutions, government departments, other stakeholders and the media.

Your directors also wish to place on record their deep sense of appreciation to all the employees at all levels for their commendable team-work, exemplary professionalism and enthusiastic contribution towards the growth of the Company during the year under review.

On behalf of the Board

R N Sengupta Kolkata,13th November 2010 Chairman