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Directors Report of Minal Industries Ltd.

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 26th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on 31st March 2014.

Financial Results and Profitability:

FINANCIAL RESULTS 2013-2014 2012-13

Total Income 41.64 1642.00

Total Expenditure 63.04 1619.20

Profit/(Loss) before Depreciation & Tax -16.69 22.79

Less: Depreciation 4.69 6.76

Profit/(Loss) before tax -21.39 16.04

Provision for tax 1.30 5.11

Profit/(Loss) after Tax -22.70 10.93

Profit bought forward 0.00 0.00

Profit available for appropriation 0.00 0.00

Appropriations:

Balance Carried forward -22.70 10.93

Paid up Equity Share Capital 3838.01 3838.01

Reserves and Surplus 3430.73 3453.43

- Operation

Your directors report that the company has achieved a sales turnover of Rs.8.41 Lacs as against Rs. 1631.88 Lacs in the previous year. The company made a loss of Rs.22.70Lacs. After providing a sum of Rs. 4.69 Lacs towards depreciation, Income Tax provision of Rs 1.30 Lacs, the operation resulted in Net loss of Rs. 22.70 Lacs as against profit of Rs. 10.93 Lacs in the previous year.

- Amount proposed to be carried to reserves:

The Net Profit of the company has decreased to Rs. (22.70) Lacs during the year thus no sum is appropriated to the reserves.

- Conservation of energy, technology adsorptions and foreign exchange earnings and outgo:

In accordance with the provisions of Section 134(3) of The Companies Act 2013, read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are as per annexure to the report.

- Deposits:

The company has neither accepted nor renewed any Public Deposits pursuant to the Section 73 of the Companies Act, 2013

- Directors :

Mr. Vikram Parikh Director of the company will retire by rotation in the Annual General Meeting, and being eligible offer themselves for reappointment. Mr. Shankar Bhagat and Mr. Amulbhai Patel have been appointed as Independent directors for a period of Five (5) years upto 31st March 2019.

- Auditors:

The Statutory Auditors of the Company M/s R.H. Modi & Company, Chartered Accountants are retiring at conclusion of this Annual General Meeting, being eligible they offers themselves for reappointment for a period of 3 years till 2017. The Auditors have confirmed that, if appointed, their appointment will be within the limits as laid down under section 139 of the Companies Act, 2013.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their Report are self explanatory and therefore do not call for any further comments.

- Subsidiaries:

The company had Minal International FZE as 100% subsidiary as on 31st March 2014. The consolidated financial statements presented by the company include financial information of its subsidiaries prepared in compliance with the applicable accounting standards. A statement under section 212 of the companies Act 1956 in respect of the subsidiary company is enclosed herewith for information of members.

- Employee Particulars:

There are no employees covered under the Companies (Particulars of Employees) Rules, 1975 and hence no information is required to be furnished.

- Director's Responsibility Statement:

Pursuant to Section 134 of The Companies Act, 2013, the directors confirm that, to the best to their knowledge and belief:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 the period.

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

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

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

For and on behalf of the Board of Directors

of Minal Industries Limited

J. B. Parikh

Chairman

Place: Vadodara

Date : 30/05/2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on 31s March 2013.

- Financial Results and Profitability:

Rs. In Lacs

FINANCIAL RESULTS 2012-13 2011-12

Total Income 1642.00 10148.65

Total Expenditure 1619.20 10167.69

Profit/(Loss) before Depreciation & Tax 22.79 (19.05)

Less: Depreciation 6.76 6.83

Profit/(Loss) before tax 16.04 -(25.87)

Provision for tax 5.11 8.75

Profit/(Loss) after Tax 10.93 -(34.62)

Profit bought forward 0.00 0.00

Profit available for 0.00 0.00 appropriation

Appropriations:

Balance Carried forward 10.93 (34.62)

Paid up Equity Share Capital 3838.01 1438.01

Reserves and Surplus 4.80 4.80

- Operation

Your directors report that the company has achieved a sales turnover of Rs.1631.88 Lacs as against Rs. 10038.20 Lacs in the previous year. The company''s Profit increased to Rs. 22.79 Lacs before depreciation and interest as against Profit of Rs. (19.05) in the previous year. After providing a sum of Rs. 6.76 Lacs towards depreciation, Income Tax provision of Rs 5.11 Lacs, the operation resulted in Net profit of Rs. 10.93 Lacs as against loss of Rs. (34.62) Lacs in the previous year.

- Amount proposed to be carried to reserves:

The Net Profit of the company has increased to Rs. 10.93 Lacs during the year thus no sum is appropriated to the reserves.

- Conservation of energy, technology adsorptions and foreign exchange earnings and outgo:

In accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are as per annexure to the report.

- Deposits:

The company has neither accepted nor renewed any Public Deposits pursuant to the Section 58A of the Companies Act, 1956.

- Directors :

Mr. Amul Patel Director of the company will retire by rotation in the Annual General Meeting, and being eligible offer themselves for reappointment.

- Auditors:

The Statutory Auditors of the Company M/s R.H. Modi & Company, Chartered Accountants are retiring at conclusion of this Annual General Meeting, being eligible they offers themselves for reappointment. The Auditors have confirmed that, if appointed, their appointment will be within the limits as laid down under section 224(1B) of the Companies Act, 1956.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their Report are self explanatory and therefore do not call for any further comments.

- Subsidiaries:

The company had Minal International FZE as 100% subsidiary as on 31st March 2013. The consolidated financial statements presented by the company include financial information of its subsidiaries prepared in compliance with the applicable accounting standards. A statement under section 212 of the companies Act 1956 in respect of the subsidiary company is enclosed herewith for information of members.

- Employee Particulars:

There are no employees covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and hence no information is required to be furnished.

- Director''s Responsibility Statement:

Pursuant to Section 217(2AA) of The Companies Act, 1956, the directors confirm that, to the best to their knowledge and belief:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 the period.

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

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

- Report on Corporate Governance and Auditor''s Certificate:

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of Annual Report.

Directors would like to thank the shareholders, customers, dealers, suppliers, bankers and all other business associates for the continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors

of Minal Industries Limited

Place: Vadodara Sd /-

J. B. Parikh

Chairman

Date : 28/05/2013


Mar 31, 2011

The Directors have pleasure in presenting the 23rd Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on 31st March 2011.

- Financial Results and Profitability: Rs.In lacs

FINANCIAL RESULTS 2010-11 2009-10

Total Income 29544.62 79.43

Total Expenditure 27805.06 58.57

Profit before Depreciation & Tax 1765.16 20.86

Less: Depreciation 7.05 9.89

Profit before tax 1732.51 10.97

Provision tor tax 4.35 1.52

Profit after tax 1728.13 9.43

Profit bought forward 160.12 224.97

Profit available for appropriation 1888.26 234.40

Appropriations:

Dividend 0.00 63.70

Dividend Tax 0.00 10.58

Transfer to General Reserve 0.00 0.00

Balance Carried forward 188.83 150.12

Paid up Equity Share Capital 1438.01 637.00

Share Forfeited Account 0.00 75.55

Reserves and Surplus 3324.21 353.25

- Operation

Your directors report that the company has achieved a sales turnover of Rs. 28769.69 Lacs as against Rs. 25.01 Lacs in the previous year. The company's Profit increased to Rs. 1765.16 Lacs before depreciation and interest as against Profit of Rs. 20.86 Lacs in the previous year. After providing a sum of Rs. 7.05 Lacs towards depreciation, Income Tax provision of Rs. 4.38 Lacs, the operation resulted in net Profit of Rs. 1728.13 Lacs as against profit of Rs. 9.43 Lacs in the previous year.

- Amount proposed to be carried to reserves:

The company has made net profit of Rs. 1728.13 Lacs during the year thus no sum is appropriated to the reserves.

- Conservation of energy, technology adsorptions and foreign exchange earnings and outgo:

In accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1998 are as per annexure to the report.

- Deposits:

The company has neither accepted nor renewed any Public Deposits pursuant to the Section 58A of the Companies Act, 1956.

- Directors:

Mr. J B Parikh and Mrs. Arpita Parikh. Directors of the company will retire by rotation in the Annual General Meeting, and being eligible offer themselves for reappointment.

- Auditors:

The Statutory Auditors of the Company M/s R.H. Modi & Company. Chartered Accountants are retiring at conclusion of this Annual General Meeting, being eligible they offers themselves for reappointment. The Auditors have confirmed that, if appointed, their appointment will be within the limits as laid down under section 224(1B) of the Companies Act. 1956.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their Report are self explanatory and therefore do not call for any further comments.

- Subsidiaries;

The company had Minal International FZE as 100% subsidiary as on 31st March 2011. The consolidated financial statements presented by the company include financial information of its subsidiaries prepared in compliance with the applicable accounting standards, A statement under section 212 of the companies Act 1956 in respect of the subsidiary company is enclosed herewith for information of members.

- Employee Particulars:

There are no employees covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules. 1975 and hence no information is required to be furnished.

- Director's Responsibility Statement:

Pursuant to Section 217(2AA) of The Companies Act, 1456, the directors confirm that, to the best to their knowledge and belief:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 the period.

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

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

- Report on Corporate Governance and Auditor's Certificate:

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part or Annual Report

Directors would like to thank the shareholders, customers, dealers, suppliers, bankers and all other business associates for the continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors of Minal Engineering Limited

Sd/- J. B. Parikh Chairman

Place : Vadodara Date : 31.05.2011


Mar 31, 2010

The Directors have pleasure in presenting the 22nd Annual Report together with the Audited Financial Statement along with the Report of the Auditors for the year ended on 31st March 2010.

- Financial Results and Profitability: Rs. In Lacs

FINANCIAL RESULTS 2009-10 2008-09

Total Income 79.43 388.91

Total Expenditure 58.57 188.69

Profit before Depreciation & Tax 20.86 209.63

Less: Depreciation 9.89 9.41

Profit before tax 10.97 200.22

Provision for tax 1.52 4.43

Profit after Tax 9.43 195.78

Profit bought forward 224.97 29.19

Profit available for appropriation 234.40 224.97

Appropriations:

Dividend 63.70 0.00

Dividend Tax 10.58 0.00

Transfer to General Reserve 0.00 0.00

Balance Carried forward 160.12 224.97

Paid up Equity Share Capital 637.00 637.00

Share Forfeited Account 75.53 75.53

Reserves and Surplus 353.25 418.09

- Operation

Your directors report that the company has achieved a sales turnover of Rs. 25.01 Lacs as against Rs. 94.82 Lacs in the previous year. The companys Profit reduced to Rs. 20.84 Lacs before depreciation and interest as against Profit of Rs. 209.63 Lacs in the previous year. After providing a sum of Rs. 9.90 Lacs towards depreciation, Income Tax provision of Rs. 1.51 Lacs, the operation resulted in net Profit of Rs. 9.43 Lacs as against profit of Rs. 195.78 Lacs in the previous year.

M/s C. Mahendra Infojewels earned a Profit of Rs 38.93 Lacs during the year, the firm in which the company is a partner.

Your company has started bullion/jewellery /diamond trading in Dubai and incorporated Minal International FZE, 100 % subsidiary of the company. The subsidiary company ahs achieved turnover of RS 6717.49 lacs and profit of Rs. 668.14 lacs ,.

- Amount proposed to be carried to reserves:

The company has made net profit of Rs. 9.43 Lacs during the year thus no sum is appropriated to the reserves.

- Dividend

Your Board of Directors have decided to pay 10% dividend on equity shares.

- Conservation of energy, technology adsorptions and foreign exchange earnings and outgo:

In accordance with the provisions of Section 217(1) (e) of The Companies Act, 1956, read with Companies (Disclosures of Particulars in the report of Board of Directors) Rules, 1988 are as per annexure to the report.

- Deposits:

The company has neither accepted nor renewed any Public Deposits pursuant to the Section 58A of the Companies Act, 1956.

- Directors:

Mr. Amul J Patel and Mr. Vikram Parikh, Directors of the company will retire by rotation in the Annual General Meeting, and being eligible offer themselves for reappointment.

- Auditors:

The Statutory Auditors of the Company M/s R.H. Modi & Company, Chartered Accountants are retiring at conclusion of this Annual General Meeting, being eligible they offers themselves for reappointment. The Auditors have confirmed that, if appointed, their appointment will be within the limits as laid down under section 224(lB)-of the Companies Act, 1956.

Notes forming part of the accounts, which are specifically referred to by the Auditors in their Report are self explanatory and therefore do not call for any further comments.

- Subsidiaries:

The company had Minal International FZE as 100 % subsidiary as on 31st March,2010. The consolidated financial statements presented by the company include financial information of its subsidiaries prepared in compliance with the applicable accounting standards. A statement under section 212 of the companies Act,1956 in respect of the subsidiary company is enclosed herewith for information of members.

- Employee Particulars:

There are no employees covered under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and hence no information is required to be furnished.

- Directors Responsibility Statement:

Pursuant to Section 217(2AA) of The Companies Act, 1956, the directors confirm that, to the best to their knowledge and belief:

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

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimated 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 the period.

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

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

- Report on Corporate Governance and Auditors Certificate:

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges form part of Annual Report.

Directors would like to thank the shareholders, customers, dealers, suppliers, bankers and all other business associates for the continued support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors of Minal Engineering Limited

Sd/- Place : Vadodara J. B. Parikh

Date : 31.07.2010 Chairman

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