Directors Report of Metal Coatings (India) Ltd.

Mar 31, 2016

Dear Members,

The Directors of your Company have pleasure in presenting their Twenty Second Annual Report of the Company, along with the audited financial statements, for the financial year ended March 31, 2016.

FINANCIAL RESULTS

The company’s financial performance for the year ended March 31, 2016 is summarized below:

(Rs. In lacs)

Particulars	For the year ended 31.03.2016	For the year ended 31.03.2015
Total Turnover (Gross)	10242	12753
Operating Profit	434	483
Depreciation	77	77
Finance Cost	123	199
Provision for Tax & Adjustments	83	66
Net Profit	151	141

PERFORMANCE REVIEW AND STATE OF AFFAIRS OF THE COMPANY

The gross turnover of your Company for the year 2015-16 is Rs. 10242 lacs as against Rs. 12753 lacs in the previous year 2014-15. The Profit before tax stood at Rs. 235 lacs as against Rs. 207 lacs in the previous year. Globally, the steel industry encountered one of the most difficult phases of its business cycle in recent times during the year under review. There was a slowdown in the Chinese economy which resulted in reduced demand for steel globally. The global steel prices touched their lowest levels since 2003. This had a major adverse impact on the sales revenue of the Company. However your Company during these challenging times, has registered a growth of more than 13% in profit before tax. Your Company''s performance for the period 2015-16 has to be seen in the context of above economic scenario.

DIVIDEND

The Board of Directors on March 16, 2016, declared an interim dividend at the rate of Rs. 1/- (Rupee one only) per equity share of Rs. 10/- (Ten Rupees ) each, which was paid to the members, whose names appeared on the Register of Members of the Company on March 24, 2016. Considering the future growth and need to plough back the profits, the Board of Directors does not recommend any final dividend on the equity shares and the interim dividend declared is the final dividend on equity shares of the Company for the financial year ended March 31, 2016. The interim dividend declared and paid on equity shares including dividend tax thereon aggregated Rs. 88.19 lacs.

RESERVES & SURPLUS

The Company doesn''t propose to transfer any amount into the general reserve. Entire amount of Rs. 151 lacs is proposed to be retained in the surplus.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report during the year under review.

CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company.

BOARD OF DIRECTORS Re-Appointment of Director

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee, the Board has approved continuation of employment of Mr. Ayodhya Prasad Khandelwal, who has attained the age of seventy years as a Whole-Time Director of the Company, up to March 31, 2018 i.e. up to expiry of his present term of office as approved by the members at the 19^th Annual General Meeting of the company held on September 23, 2013.

Director liable to retire by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Pramod Khandelwal, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act, 2013, read with the Rules framed there under.

1. Mr. Ramesh Chander Khandelwal, Chairman & Whole-time Director

2. Mr. Pramod Khandelwal, Managing Director

3. Mr. Ayodhya Prasad Khandelwal, Whole-time Director

4. Mr. R. A. Sharma, Chief Financial Officer, and

5. Ms. Rupali Aggarwal, Company Secretary & Compliance Officer

None of the Key Managerial Personnel have resigned and been appointed during the year under review. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all independent directors in accordance with the provisions of Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed.

DETAILS OF BOARD MEETINGS HELD DURING THE YEAR

6 Board Meetings were held during the financial year ended 31.03.2016. The dates on which the meetings were held are 30.05.2015, 11.07.2015, 14.08.2015, 07.11.2015, 12.02.2016 and 16.03.2016. The Company has held at least one meeting in every three months and the maximum time gap between any two meetings was not more than four months.

Detail of attendance at the meetings of Board of Directors held during the financial year ended 31.03.2016 are as follows:

S. No.	Name of Directors	Designation	Meetings attended
1.	Mr. Ramesh Chander Khandelwal	Chairman & Whole-Time Director	6
2.	Mr. Pramod Khandelwal	Managing Director	6
3.	Mr. Ayodhya Prasad Khandelwal	Whole-Time Director	6
4.	Mr. Virendra Kumar Hajela	Independent Director	1
5.	Mr. Satish Kumar Gupta	Independent Director	6
6.	Ms. Neha Gupta	Independent Director	6

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c ) & 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

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

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

(c) we 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) we have prepared the annual accounts on a going concern basis;

(e) proper internal financial controls were in place and these internal financial controls were adequate and operating effectively; and

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

DEPOSITS

The Company has not accepted any deposit from public during the Financial Year 2015-16 and, as such, no amount of principal and interest was outstanding as on Balance Sheet date.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The Company has not given any loan or guarantee and has not made any investment covered under the provisions of section 186 of the Companies Act, 2013 in the securities of any other bodies Corporate during the financial year ended 31^st March, 2016.

NO DEFAULT

The Company has not defaulted in payment of interest and repayment of loan to any of the financial institutions and / or banks during the period under review.

RELATED PARTY TRANSACTIONS

All the transactions done with related parties for the year under review were on arm''s length basis and are in compliance with the applicable provisions of the Companies Act, 2013.

There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel. which may have potential conflict with the interest of the Company at large. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee of the Company for its approval. The particulars of contracts entered with related parties are shown in the prescribed Form AOC-2 which is enclosed as Annexure-1. The Related Party Transactions Policy as approved by the Board has been uploaded on the Company''s website i.e.www.mcil.net.

AUDITORS AND AUDITORS'' REPORT

M/s Vinod Kumar & Associates, Chartered Accountants, the auditors of your Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be re-appointed for the period of 5 year from the conclusion of the 22^nd Annual General Meeting till the conclusion of 27^th Annual General Meeting. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with section 141 of the Companies Act, 2013. There are no auditors'' qualifications in the audit report for the financial year ended 31^st March, 2016.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed M/s Manju Laur and Associates, a firm of Company Secretaries in Practice (F. R. No. 4557) to conduct the secretarial Audit of the Company. The Secretarial Audit Report for the year 2015-16 forms part of this Annual Report and is annexed as Annexure-2. There is no secretarial audit qualification for the year under review.

COST AUDITORS

The Board has appointed Mr. Ramawatar Sunar (Membership number-10567), Cost Accountant for conducting the Audit of Cost records of the Company for the financial year 2015-16.

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesn''t have any subsidiary, joint venture or associate Company.

BOARD COMMITTEES

a) Audit Committee:

The Audit Committee comprises of Mr. Satish Kumar Gupta, Chairman, Mr. Virendra Kumar Hajela and Ms. Neha Gupta as members of the Committee. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013 and such other functions as may be specifically delegated to the Committee by the Board from time to time.

5 Audit Committee Meetings were held during the financial year ended 31.03.2016. The dates on which the meetings were held are 30.05.2015, 11.07.2015, 14.08.2015, 07.11.2015 and 12.02.2016.

Detail of attendance at the Audit Committee Meetings of Board of Directors of the company held during the financial year ended 31.03.2016 are as follows:

S. No.	Name of Directors	Designation	Meetings attended
1.	Mr. Satish Kumar Gupta	Chairman (Independent Director)	5
2.	Mr. Virendra Kumar Hajela	Member (Managing Director)	1
3.	Ms. Neha Gupta	Member (Whole-Time Director)	5

b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of Mr. Satish Kumar Gupta, Chairman, Mr. Virendra Kumar Hajela and Ms. Neha Gupta as members of the Committee. The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors.

During the financial year 2015-16, no Nomination and Remuneration Committee was held.

c) Stakeholders'' Relationship Committee:

The Stakeholders'' Relationship Committee comprises of Mr. Satish Kumar Gupta, Chairman; Mr. Pramod Khandelwal and Mr. Ramesh Chander Khandelwal as members of the Committee. The Committee, inter-alia, reviews issue of duplicate share certificates and oversees and reviews all matters connected with the Company''s transfers of securities. It looks into redressal of shareholders''/investors'' complaints related to transfer of shares, non-receipt of Annual Reports, non-receipt of declared dividends and such other functions as may be specifically delegated to the Committee by the Board from time to time.

4 Stakeholders'' Relationship Committee Meetings were held during the financial year ended 31.03.2016. The dates on which the meetings were held are 30.05.2015, 14.08.2015, 07.11.2015 and 12.02.2016.

Detail of attendance at the Stakeholders'' Relationship Committee Meetings of Board of Directors of the Company held during the financial year ended 31.03.2016 are as follows:

S. No.	Name of Directors	Designation	Meetings attended
1.	Mr. Satish Kumar Gupta	Chairman (Independent Director)	4
2.	Mr. Pramod Khandelwal	Member (Managing Director)	4
3.	Mr. Ramesh Chander Khandelwal	Member (Whole-Time Director)	4

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors to keep high standards of ethical behaviour and provide safeguards to whistle blower. The Whistle Blower policy as approved by the Board has been uploaded on the website of the Company i.e. www.mcil.net

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as Annexure-3 and forms an integral part of this report.

RISK MANAGEMENT POLICY

The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Risk Management policy has been uploaded on the website of the Company i.e. www.mcil.net.

CORPORATE SOCIAL RESPONSIBILITY

The section 135 of the Companies Act, 2013, related to Corporate Social Responsibility is not applicable on the Company.

EXTRACT OF ANNUAL RETURN

According to the provisions of Section 92(3) of the Companies Act, 2013, the prescribed Form MGT-9 (Extract of Annual Return) is annexed as Annexure-4 and forms an integral part of this report.

MANAGERIAL REMUNERATION

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are furnished hereunder:

S. No	Name	Designation	Remuneration for fiscal 2016 (Rs. in lacs)	Remuneration for fiscal 2015 (Rs. in lacs)	% increase/ (decrease) in remuneration in 2016 as compared to 2015#	Excl WTD	Incl WTD	Ratio of Remuneration to
						Ratio of Remuneration to MRE#	Ratio of Remuneration to MRE#	Total Income (Fiscal 2016)#	Net Profit (Fiscal 2016)#
1	Mr. Pramod Khandelwal	Managing Director	72.00	93.00	(22.58)	58.82	57.97	0.01	0.48
2	Mr. Ramesh Chander Khandelwal	Chairman and Wholetime Director	72.00	93.00	(22.58)	58.82	57.97	0.01	0.48
3	Mr. Ayodhya Prasad Khandelwal	Whole-time Director	15.00	15.00	-	12.25	12.08	-	0.10
4	Mr. R. A. Sharma	CFO (KMP)	12.45	12.36	0.73	10.17	10.02	-	0.08
5	Ms. Rupali Aggarwal*	CS (KMP)	3.60	0.23	-	2.94	2.90	--	0.02

WTD : Whole Time Director, MRE : Median Remuneration of Employees, KMP : Key Managerial Personnel, CS :

Company Secretary, CFO : Chief Finance Officer.

* : Ms. Rupali Aggarwal was appointed as a Company Secretary of the Company w.e.f. 09.03.2015.

# : Based on Annualized Salary,

1. The median remuneration of employee (MRE) excluding Whole-time Director (WTDs) was Rs. 122400/- and Rs. 103200/- in fiscal 2016 and 2015 respectively. The increase in MRE (excluding WTDs) in fiscal 2016, as compared to fiscal 2015 is 18.6%.

2. The median remuneration of employee (MRE) including Whole-time Director (WTDs) was Rs. 124200/- and Rs. 103800/- in fiscal 2016 and 2015 respectively. The increase in MRE (including WTDs) in fiscal 2016, as compared to fiscal 2015 is 19.7%.

3. The number of permanent employee on the rolls of the Company as of 31^st March, 2016 and 31^st March, 2015 were 90 and 96 respectively.

4. There is no variable component in the remuneration of Directors and other KMPs.

5. During fiscal 2016, no employee received remuneration in excess of highest-paid director.

6. The net profit growth during fiscal 2016 over 2015 was 7.4%, however total revenue declined by 19.8%. The aggregate remuneration of employees excluding WTDs grew by 9.8% over the previous fiscal. The aggregate decrease in salary for WTD and other KMP was 19.3% in fiscal 2016 over fiscal 2015. The remuneration of Directors Mr. Pramod Khandelwal and Mr. Ramesh Chander Khandelwal was approved by the Central Government under section 269,198/309 of the Companies Act, 1956 for the period effective from 01/10/2013 to 31/03/2014. This was however, considered and paid during the financial year 2014-15. The directors remuneration of 2014-15, therefore includes the enhanced part of remuneration of 2013-14. Further the shareholders of the Company in the Annual General Meeting held on September 23, 2014 have approved the remuneration of Mr. Pramod Khandelwal and Mr. Ramesh Chander Khandelwal for a period of 3 years effective from 01.04.2014.

7. There was no employee of the company who was in receipt of remuneration equivalent to or exceeding the amount prescribed under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8. It is affirmed that the remuneration is as per the remuneration policy of the company.

9. Our Market capitalization increased by 64.29% to Rs. 2612 lacs as of March 31, 2016 from Rs. 1589.92 lacs as of March 31, 2015. The price earnings ratio was 17.22 as of March 31, 2016 which was an increase of 52.38% as compared to March 31, 2015. The closing price of the Company''s Equity shares on the BSE as of March 31, 2016 was Rs. 35.65 representing a 257% increase over the iPo price.

POLICY OF APPOINTMENT AND REMUNERATION

The policy of the company of appointment and remuneration, of directors & KMPs including criteria for determining qualifications, positive attributes, independence of directors and KMPs and other matters provided under sub -section (3) of section 178 of the Companies Act, 2013 adopted by the Board is appended as Annexure-5 to the Directors'' Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination & Remuneration policy of the Company.

Significant and Material Orders Passed By The Regulators or Courts or Tribunals Impacting The Going Concern Status And Company''s Operations in Future

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has internal control system commensurate with its size and nature of business, to ensure that all assets are safeguarded and protected against unauthorized use and that all transactions are authorized, recorded and correctly reported. The internal risks are identified which in turn are allocated to respective designated owners to manage and control the risks. Assets are fully insured against all threats to mitigate risks against unforeseen events.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to retain its commanding position in the industry. The Directors also wish to place on record their appreciation to the Canara Bank, The Hongkong and Shanghai Banking Corporation Ltd, the suppliers and customers constituting the supply chain, and the shareholders of the Company for their continued support and co-operation.

For and on behalf of the Board of Directors

Place : New Delhi

Date : 28.07.2016 Ramesh Chander Khandelwal

Chairman

DIN : 00124085

---

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting their Twenty First Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars For the For the year ended year ended 31.3.2015 31.3.2014

Total Revenue 11461 10990

Operating Profit 483 506

Depreciation 77 73

Finance Cost 199 177

Provision for Tax & Adjustments 66 74

Net Profit 141 182

PERFORMANCE REVIEW / STATE OF AFFAIRS OF THE COMPANY

During the year under review, the Company registered a modest increase in total revenue to 11,461 Lacs, up from 10,990 lacs in the previous year. The increasing cost however kept the profitability under pressure which led to a decline in the profits of the Company.

The Company continues to embrace sustainability as a critical pillar of its business strategy with increased use of alternative energy source with an eye on both cost as well as environmental concern. Significant steps to reduce environmental pollution such as use of natural gas in place of fuel oils were taken during the year, besides identifying more such projects in the coming years.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report during the year under review.

CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of business of the Company.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.00 per equity share for the year ended 31.03.2015. The dividend, subject to approval of Members at the ensuing Annual General Meeting, will be paid within a period of thirty (30) days from the date of declaration of dividend, to those members whose names appear in the Register of Members of the Company as on close of business hours on Monday, 17th day of August, 2015. The dividend payout will be Rs. 87.92 lacs including dividend distribution tax of Rs. 14.65 Lacs.

RESERVES & SURPLUS

The Company doesn't propose to transfer any amount into the general reserve. The entire amount of Rs. 141 Lacs is proposed to be retained in the surplus.

BOARD OF DIRECTORS

Mr. R.C. Khandelwal, Director of the Company, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Mr. Kishan Lal Gupta resigned from the services of the Company, effective from 13th August, 2014. The Board conveys its deep sense of appreciation for the services rendered by him during his tenure as Independent Director.

Ms. Neha Gupta was appointed as Additional Independent Director of the Company w.e.f. 13th August, 2014 and the same was regularised by the shareholders of the Company in the 20th Annual General Meeting held on 23.09.2014.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of Companies Act, 2013 and rules made thereunder, Mr. R.A. Sharma, has been designated as Chief Financial Officer of the Company w.e.f 13.08.2014 and Ms. Rupali Aggarwal, has been designated as Company Secretary & Compliance Officer of the Company w.e.f. 09.03.2015.

Ms. Anu Kumari (Company Secretary) has resigned from the services of the Company, effective from 01st November, 2014 and in her place Mr. Niraj Kumar Jha was appointed as Company Secretary of the Company with effect from 01st November, 2014 who has resigned from the services of the Company, effective from 28th February, 2015. The Board conveys its deep sense of appreciation for the services rendered by them during their tenure as Company Secretary.

COST AUDITORS

The Board has appointed Mr. Ramawatar Sunar, Cost Accountant for conducting the Audit of Cost records of the Company for the financial year 2014-15.

DEPOSITS

The Company has not accepted any deposit during the Financial Year 2014-15 and ,as such, no amount of principal and interest was outstanding as on Balance Sheet date.

NO DEFAULT

The Company has not defaulted in payment of interest and repayment of loan to any of the financial institutions and /or banks during the period under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or guarantee and has not made any investment covered under the provisions of section 186 of the Companies Act, 2013 in the securities of any other bodies Corporate during the financial year ended 31st March, 2015.

RELATED PARTY TRANSACTIONS

All the transactions done with Related parties for the year under review were on arm's length basis and are in compliance with the applicable provisions of the Act and Listing Agreement.

There are no material significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee of the Company for its approval. The particulars of contracts entered during the year are shown in the prescribed Form AOC-2 which is enclosed as Annexure-1. The Related Party Transactions Policy as approved by the Board is uploaded on the Company's website i.e. www.mcil.net

AUDITORS AND AUDITORS' REPORT

M/s Vinod Kumar & Associates, Chartered Accountants, the auditors of your Company will retire at the ensuing Annual General Meeting and being eligible are proposed to be re-appointed from the conclusion of the 21st Annual General Meeting to the conclusion of next Annual General Meeting. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with section 141 of the Companies Act, 2013. There are no auditors qualification in the audit report for the year ended 31st March, 2015.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Company has appointed Manju Laur and Associates, a firm of Company Secretaries in Practice (F.R. No. 4557) to conduct the Secretarial Audit of the Company. The Secretarial Audit Report for the year 2014-15 forms part of this Annual Report and is annexed as Annexure-2. There is no secretarial audit qualification for the year under review.

SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES

The Company doesn't have any subsidiary, joint venture or associate Company.

CORPORATE GOVERNANCE

In compliance with Clause 49 of the Listing Agreement with the stock exchange, a detailed Corporate Governance Report has been given in this report, along with the Management discussion and analysis report, which forms an integral part of the Annual Report. A certificate from Kailash Chandra Pandey, (C. P. No. 14348) a Company Secretary in Practice, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached and forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013 your directors confirm that:

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

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

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

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

(e) proper internal financial controls were in place and that these internal financial controls were adequate and operating effectively.

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all independent directors in accordance with the provisions of Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and clause 49 of the listing agreement.

BOARD COMMITTEES ( COMPOSITION AND HIGHLIGHTS OF DUTIES AND RESPONSIBILITIES)

a) Audit Committee:

The Audit Committee comprises of Mr.V. K. Hajela, Chairman, Mr. S.K Gupta and Ms. Neha Gupta as members of the Committee. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Clause 49 of the Listing Agreement and Section 177 of the Companies Act, 2013 and such other functions as may be specifically delegated to the Committee by the Board from time to time.

b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of Mr.V. K. Hajela, Chairman, Mr. S.K Gupta and Ms. Neha Gupta as members of the Committee. The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors.

c) Stakeholders' Relationship Committee:

The Stakeholders' Relationship Committee comprises of Mr. S.K Gupta, Chairman, Mr. Pramod Khandelwal and Mr. R. C. Khandelwal as members of the Committee. The Committee, inter-alia, reviews issue of duplicate certificates and oversees and reviews all matters connected with the Company's transfers of securities. It looks into redressal of shareholders'/investors' complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc. and such other functions as may be specifically delegated to the Committee by the Board from time to time.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board Evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its Committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report and forms part of this report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated Vigil Mechanism /Whistle Blower Policy for employees and Directors to keep high standards of ethical behaviour and provide safeguards to whistle blower. The Whistle Blower policy as approved by the Board has been uploaded on the website of the Company i.e. www.mcil.net

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo is annexed as Annexure-3 and forms an integral part of this report.

RISK MANAGEMENT POLICY

The Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Risk Management policy has been uploaded on the website of the Company i.e. www.mcil.net

EXTRACT OF ANNUAL RETURN

According to the provisions of section 92(3) of the Companies Act, 2013 the prescribed Form MGT-9 (Extract of Annual Return) is annexed as Annexure-4 and forms an integral part of this report.

DETAILS OF BOARD MEETINGS HELD DURING THE YEAR

6 Board Meetings were held during the year ended 31.03.2015. The dates on which the meetings were held are as follows:

30.05.2014, 13.08.2014, 14.11.2014, 07.01.2015, 11.02.2015 and 18.03.2015. The Company has held at least one meeting in every three months and the maximum time gap between any two meetings was not more than four months.

MANAGERIAL REMUNERATION

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors are furnished hereunder:

S. Name Designation Remuneration Remuneration No for fiscal 2015 for fiscal (Rs. in lacs) 2014 (Rs. in lacs)

1 Mr. Pramod Managing 93.00 30.00 Khandelwal Director

2 Mr. R. C. Chairman and 93.00 22.50 Khandelwal Whole-time director

3 Mr. A. P. Director 15.00 15.00 Khandelwal

4 Mr. R. A. Sharma CFO (KMP) 12.36 11.04

5 Ms. Rupali CS (KMP) 0.23 - Aggarwal*

6 Mr. Niraj Kumar Jha* CS (KMP) 0.79 -

7 Ms. Anu Kumari* CS (KMP) 1.44 2.11

S. Name % Increase of Excl WTD Incl WTD No remuneration in 2015 as Ratio of Ratio of compared to Remuneration Remuneration 2014 # to MRE# to MRE#

1 Mr. Pramod 210.00 90.12 89.60 Khandelwal

2 Mr. R. C. 313.33 90.12 89.60 Khandelwal

3 Mr. A. P. - 14.53 14.45 Khandelwal

4 Mr. R. A. Sharma 11.96 11.98 11.91

5 Ms. Rupali - 3.49 3.47 Aggarwal*

6 Mr. Niraj Kumar Jha* - 2.33 2.31

7 Ms. Anu Kumari* 18.01 2.41 2.40

S. Name Ratio of Remuneration to No Total Income Net Profit (Fiscal 2015)# (Fiscal 2015)# 1 Mr. Pramod 0.01 0.66 Khandelwal

2 Mr. R. C. 0.01 0.66 Khandelwal

3 Mr. A. P. - 0.11 Khandelwal

4 Mr. R. A. Sharma - 0.09

5 Ms. Rupali - 0.03 Aggarwal*

6 Mr. Niraj Kumar Jha* - 0.02

7 Ms. Anu Kumari* - 0.02

WTD : Whole-time Director, MRE : Median Remuneration of Employees, KMP : Key Managerial Personnel, CS : Company Secretary, CFO : Chief Finance Officer

#Based on Annualized Salary,

*Ms. Anu kumari has resigned effective from 01.11.2014 and Mr. Niraj Kumar Jha was appointed as Company Secretary effective from 01.11.2014 who has resigned effective from 28.02.2014 and Ms. Rupali Aggarwal was appointed in his place effective from 09.03.2015.

1. The median remuneration of employee (MRE) excluding Whole-time Director (WTDs) was Rs. 103200/- and Rs. 98400/- in fiscal 2015 and 2014 respectively. The increase in MRE (excluding WTDs) in fiscal 2015, as compared to fiscal 2014 is 4.9%.

2. The median remuneration of employee (MRE) including Whole-time Director (WTDs) was Rs. 103800/- and Rs. 99600/- in fiscal 2015 and 2014 respectively. The increase in MRE (including WTDs) in fiscal 2015, as compared to fiscal 2014 is 4.2%.

3. The number of permanent employee on the rolls of the Company as of 31st March, 2015 and 31st March, 2014 were 96 and 85 respectively.

4. There is no variable component in the remuneration of Directors and other KMPs.

5. During fiscal 2015, no employee received remuneration in excess of highest-paid director.

6. The total revenue growth during fiscal 2015 over 2014 was 4.3% however net profit was declined by 22.5%. The aggregate remuneration of employees excluding WTDs grew by 16.9% over the previous fiscal. The aggregate increase in salary for WTD and other KMP was 168.9% in fiscal 2015 over fiscal 2014. This was based on the recommendation of the nomination and remuneration committee to revise the remuneration as per industry benchmarks. The remuneration of Directors Mr. Pramod Khandelwal and Mr. R. C. Khandelwal was also approved by the Central Government under section 269,198/309 of the Companies Act, 1956 for the period effective from 01/10/2013 to 31/03/2014. Further the shareholders of the Company in the Annual General Meeting held on September 23, 2014 have approved the remuneration of Mr. Pramod Khandelwal and Mr. R. C. Khandelwal at the same level at which the Central Government has approved for a period of 3 yeas effective from 01.04.2014.

7. There was no employee of the company who was in receipt of remuneration equivalent to or exceeding the amount prescribed under Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

8. Our Market capitalization was increased by 27.65% to Rs. 1589.92 lacs as of March 31,2015 from Rs. 1245.56 lacs as of March 31, 2014. The price earning ratio was 11.30 as of March 31,2015 which was an increase of 64.88% as compared to March 31, 2014. The closing price of the Company's Equity shares on the BSE as of March 31, 2015 was Rs. 21.70 representing a 117% increase over the IPO price.

9. It is affirmed that the remuneration is as per the remuneration policy of the company POLICY OF APPOINTMENT AND REMUNERATION

The policy of the company of appointment and remuneration of directors & KMPs, including criteria for determining qualifications, positive attributes, independence of a directors and KMPs and other matters provided under sub - section (3) of section 178 of the Companies Act, 2013 adopted by the Board is appended as Annexure-5 to the Directors' Report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination & Remuneration policy of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no such order passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The CFO Certification provided in the CFO certification section of the Annual Report discusses the adequacy of Internal Control system and procedures.

ACKNOWLEDGEMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to retain its commanding position in the industry. The Directors also wish to place on record their appreciation to the Canara bank, The Hongkong and Shanghai Banking Corporation Limited, the suppliers and customers constituting the supply chain, and the shareholders of the Company for their continued support and co-operation.

For and on behalf of the Board of Directors

R.C. KHANDELWAL Date : 11.07.2015 Chairman Place : New Delhi DIN : 00124085

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Mar 31, 2014

TO THE MEMBERS,

The Directors of your Company have pleasure in presenting their TWENTIETH ANNUAL REPORT together with the Audited Statements of Account for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS (Rs. in lacs) For the Year For the Year ended 31.03.2014 ended 31.03.2013

Total Revenue 10990 10160

Operating Profit 506 489

Profit before Tax 256 222

Provision for Taxation 74 82

Profit after Tax 182 140

PERFORMANCE REVIEW

The year under review was characterised by a low rate of growth of the economy due to overhang of lower capital expenditure and investments, tight monetary policy and sluggish demand conditions in critical sectors including the automotive sectors wherein the Company operates. Inspite of the tough conditions, your Company recorded an increase of more than 8% in its Income from Operations during the year as compared to previous year. The Income from Operations during the year ended 31st March, 2014 was Rs. 10990 lacs as against Rs. 10160 lacs in the previous year. The Profit After Tax was Rs. 182 lacs as against Rs. 140 lacs in the previous year.

PERSONNEL

Industrial relations remained cordial throughout the year. There is no employee who is in receipt of remuneration equivalent to or exceeding the amount prescribed u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

BOARD OF DIRECTORS

As per the Companies Act, 2013, Mr. A.P. Khandelwal, Director of the Company, retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

Ms. Neha Gupta was appointed as Additional Independent Director of the Company w.e.f. 13th August, 2014.

The Companies Act, 2013 provides for appointment of Independent Directors. Section 149(10) of the Companies Act, 2013 (effective from April 1, 2014) provides that Independent Directors shall hold office for a term of upto five consecutive years on the Board of a Company and shall be eligible for re-appointment on passing of special resolution by the shareholders of the Company. Section 149(11) states that no independent director shall be eligible for more than two consecutive terms of five years.

Further, Section 149(13) states that the provisions of retirement by rotation as defined in sub sections (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to such Independent Directors.

The non-executive independent directors were appointed as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. The Board of Directors has been advised that Mr. Virendra Kumar Hajela (Mr. V.K. Hajela) and Mr. Satish Kumar Gupta (Mr. S.K. Gupta), the Independent Directors shall hold office for 5 (five) consecutive years from w.e.f. 1st April, 2014 upto 31st March, 2019. Further, Ms. Neha Gupta, Additional Non-Executive Independent Director of the Company will complete her present term at the ensuing Annual General Meeting on 23rd September, 2014, and being eligible and seeking appointment, be considered by the shareholders for re-appointment for a term of upto 5 consecutive years i.e. upto 12th August, 2019.

Mr. Kishan Lal Gupta (Mr. K.L. Gupta) resigned from the services of the Company, effective from 13th August, 2014. The Board conveys its deep sense of appreciation for the services rendered by him during his tenure as Independent Director.

NO DEFAULT

The Company has not defaulted in payment of interest or repayment of loans to any of the financial institutions and/or banks during the period under review.

ENERGY CONSERVATION, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE

Particulars in relation to conservation of energy, technology absorption and foreign exchange earnings and outgo as required under section 217 (1) (e) of the Companies Act, 1956 are given and form a part of this report.

LISTING AND LISTING AGREEMENT

The Shares of the Company are listed with BSE Ltd., Mumbai. The Company has paid the annual listing fees to the BSE Limited for the year 2014-15.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance with the provisions of section 217(2AA) of the Companies Act, 1956 your Directors hereby confirm that :

(i) in the preparation of the Annual Accounts for the year ended 31st March, 2014 all the applicable accounting standards have been followed along with proper explanation relating to all material departures;

(ii) accounting policies were adopted and applied consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit and loss of the Company for the year ended on that date;

(iii) 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 irregularities have been taken and

(iv) the Annual Accounts for the year ended 31st March, 2014 has been prepared on a ''going concern'' basis.

AUDITORS

M/s Vinod Kumar & Associates, Chartered Accountants, Auditors of the Company, retire at the ensuing AGM and have confirmed their eligibility and willingness to accept office, if re-appointed.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Company Secretary''s Certificate regarding compliance of conditions of Corporate Governance are made as part of Annual Report.

DIVIDEND

Your Directors are pleased to recommend a final dividend of 10% on equity capital for the year ended 31.03.2014. The final dividend, subject to approval of Members at the Annual General Meeting, will be paid within a period of thirty days (30) from the date of declaration of dividend, to those members whose names appear in the Register of Members of the Company as on close of business hours on Friday, 19th day of September, 2014. The dividend payout will be Rs. 85.72 Lacs including dividend distribution tax of Rs. 12.45 Lacs.

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain as industry leaders. The Directors also wish to place on record their appreciation to the Canara bank, the suppliers and customers constituting the supply chain, and the shareholders of the Company for their continued support and co-operation.

For and on behalf of the Board of Directors

Date : 13.08.2014 (R.C. KHANDELWAL) Place : New Delhi Chairman

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Mar 31, 2012

The Directors of your Cor pany have pleasure in presenting their EIGHTEENTH ANNUAL REPORT together with the Audited Statements of Account for the accounting year (15 months period) ended 31st March, 2012.

FINANCIAL HIGHLIGHTS (Rs. in lacs)

For the Accounting Year For the Accounting Year (15 Months Period) (9 Months Period) ended 31.03.2012 ended 31.12.2010

Total Revenue 12144 6996

Operating Profit 587 380

Profit before Tax 261 225

Provision for Taxation 90 76

Profit after Tax 171 149

PERFORMANCE REVIEW

The Company's income from operation during the accounting year (15 months period) ended 31st March, 2012 is Rs. 12144 lacs as against Rs. 6996 lacs in the previous accounting year. The Profit After Tax was Rs. 171 lacs as against Rs. 149 lacs in the previous accounting year.

PERSONNEL

Industrial relations remained cordial throughout the year. There is no employee who is in receipt of remuneration equivalent to or exceeding the amount prescribed u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 as amended.

BOARD OF DIRECTORS

In accordance with the Articles of Association of the Company Mr. R. C. Khandelwal and Mr. Pramod Khandelwal retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

NO DEFAULT

The Company has not defaulted in payment of interest or repayment of loans to any of the financial institutions and/or banks during the period under review.

ENERGY CONSERVATION, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE

Particulars in relation to conservation of energy, technology absorption and foreign exchange earning and outgo as required under section 217 (1) (e) of the Companies Act, 1956 are given and form a part of this report.

LISTING AND LISTING AGREEMENT

Shares of the Company are listed with BSE Ltd., Mumbai. The Company has paid the annuai listing fee to the Stock Exchange. DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with the provisions of section 217(2AA) of the Companies Act, 1956 your Directors hereby confirm that

(i) in the preparation of the Annual Accounts for the accounting year (15 months period) ended 31st March, 2012 all the applicable accounting standards have been followed along with proper explanation relating to all material departures;

(ii) accounting policies were adopted and applied consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit and loss of the Company for the accounting year (15 months period ) ended on that date;

(iii) 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 irregularities have been taken and

(iv) the Annual Accounts have been prepared on a ‘going concern' basis.

AUDITORS

M/s Vinod Kumar & Associates, Chartered Accountants, Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1-B) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis Report, Corporate Governance Report and Company Secretary's Certificate regarding compliance of conditions of Corporate Governance are made as part of Annual Report.

DIVIDEND

Your directors are pleased to recommend a dividend of 10% on the equity capital for the accounting year (15 months period) ended 31.03.2012. If approved, the dividend payout will be Rs. 50.27 lacs, and taxation on proposed dividend will Rs. 8.15 lacs.

ACKNOWLEDGMENTS

The Directors wish to place on record their appreciation to Banks, Financial Institutions, suppliers and customers constituting the supply chain, employees and the shareholders of the Company for their continued support and co-operation.

For and on behalf of the Board of Directors

Sd/-

Date : 22.08.2012 (PRAMOD KHANDELWAL)

Place : New Delhi Managing Director