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Directors Report of Morganite Crucible (India) Ltd.

Mar 31, 2018

DIRECTORS'' REPORT

AND MANAGEMENT DISCUSSION AND ANALYSIS

To,

The Members,

The Directors are pleased to present the 33^rd Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2018.

FINANCIAL PERFORMANCE:

(Rs, in Lakh)

Particulars	2018	2017
Revenue from Operations	10,915	11,709
Other income	318	245
Total income	11,233	11,954
Operating Expenses	8,668	8,864
Profit before finance cost, depreciation and amortization	2,565	3,090
Depreciation and Amortization Expense	423	466
Profit before tax	2,142	2,624
Provision for tax	754	965
Share of minority interest	-	-
Profit after tax	1,388	1,659
Proposed equity dividend	448	224
Corporate dividend tax	92	46
Total Outflow	540	270

PERFORMANCE REVIEW:

During the year under review, the Company has achieved net turnover of Rs, 10,915 lakh as compared to Rs, 1 1,709 lakh in the previous year. The gross profit before tax were Rs, 2,565 lakh as compared to Rs, 3,090 lakh. The operating expenses decreased by around 2% to Rs, 8,668 lakh as compared to Rs, 8,864 lakh in last year

DIVIDEND:

Your Directors are pleased to recommend a final dividend of Rs, 16/- per equity share, amounting to Rs, 540 lakh (including dividend distribution tax) for the financial year 2017-18 for approval of the members in the ensuing 33^rdAnnual General Meeting of the Company.

MANAGEMENT DISCUSSION & ANALYSIS:

The Indian economy is expected to witness further improvement in the coming fiscal year in view of normalization in cash conditions and the fading of GST disruptions. Over the medium term, India''s growth will gradually rise with continued implementation of structural reforms that will raise productivity and incentivize private investment. India''s continues focus on structural reforms will help to reduce internal barriers to trade, increase efficiency and improve tax compliance.

India''s Consumer Price Index (CPI) inflation further softened to a five-month low of 4.3% year-on-year (YoY) in Mar''18 from 4.4% YoY in the previous month, marking the slowdown in inflation for the third consecutive month. The inflation changeover determined was expected as per market expectations with softening in food inflation which fell to a five-month low of 2.8% YoY in Mar''18. The inflation in the fuel group also softened to a six-month low of 5.7% YoY in Mar''18 from 6.8% in Feb''18. However, global crude oil prices continued their rise recently amidst geopolitical tensions.

With these recent improvements, the International Monetary Fund (IMF) in its latest World Economic Outlook (WEO) has projected India to grow at 7.4% in 2018 and 7.8% in 2019 and seen India to be emerged as fastest growing economy in coming years. India''s GDP is estimated to have increased 6.6 per cent in 2017-18 and is expected to grow 7.3 per cent in 2018-19.

The growth in advanced economies gained momentum in 2017. The recovery was markedly stronger than expected in the Euro Area and, to a lesser degree, in the United States and Japan. As economic slack diminishes and monetary policy becomes less accommodative, growth is expected to gradually moderate yielding low potential growth rates in 2018-20. Growth in China continues to be resilient, with drivers of activity shifting away from state-led investment.

Your company expects to fully leverage these favorable economic conditions to focus on its agenda for growth. While growth in the core crucible market is likely to be gradual, the Company is focused on increasing their presence in adjacent and related markets, with the phased introduction of superior foundry products for the non-ferrous and ferrous foundry industries, as well as targeted entry into the upstream aluminium processing segments. The strong automotive and durable goods sectors, along with infrastructure investments, will continue to be the demand drivers for our products.

Your company will also renew its focus on developing overseas markets, with favorable market conditions presenting themselves in renewed mining activity in Mexico, equatorial countries of South America and South East Asia. We will expect to fully deploy technology transferred from Europe from 2016-2018 to address these markets. Simultaneously, your company continuous its focus on achieving cost competitiveness through focused cost optimization, productivity improvements and value engineering.

SUBSIDIARY COMPANY:

During the year under review, your company has purchased 49% stake of Diamond Crucible Company Limited (DCCL) from Terrassen Holdings Limited in the month of July, 2017 resulting in DCCL became wholly owned subsidiary of your Company. Further, both the Companies are in same line of business and share common Morgan corporate value and culture. With a view to maintain simple corporate holding structure and to eliminate duplicate corporate procedures, it was desirable to integrate and combine both the entities which results in achieving economies of scale, reduction in managerial and administrative overheads and operational rationalization. Accordingly, your Company submitted application before the National Company Law Tribunal, (NCLT) Mumbai bench for approval of Scheme Amalgamation between Diamond Crucible Company Limited and Morganite Crucible (India) Limited. The NCLT has approved the said amalgamation of both the Companies on February 22, 2018 from an appointed date of October 1, 2017. As per the NCLT Order, the Company is publishing the complete financial statements for the financial year ending March 31, 2018 therefore AOC-1 which prescribes a statement containing salient financial highlights of the subsidiary company for the year ended March 31, 2018 is not applicable.

The related detailed information of the subsidiary company shall be made available to members of the Company seeking such information and shall be kept open for inspection at the Registered Office of the Company during office hours.

CHANGES IN SHARE CAPITAL

In compliance with the NCLT Order, the authorized share capital of your Company is increased from Rs, 50,000,000/- to Rs, 54,500,000/divided into 54,50,000 equity shares of Rs, 10/- each and paid-up capital stood at Rs, 28,000,000/-.

PUBLIC DEPOSIT:

The Company has not accepted any deposits from the public/members under Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

RELATED PARTY TRANSACTIONS:

During the year under review, all related party transactions entered during the year were in the ordinary course of business and on arms-length basis. No material related party transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were into entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. Further, the Company has not given any loans and advances in the nature of loans to subsidiary company or to associate company or to firms/ companies in which directors are interested hence disclosure as per Regulation 34(3) of SEBI LODR, Regulations, 2015 is not applicable.

In compliance with the provisions of Section 188 of Companies Act, 2013 and Regulation 23 of Securities Exchange Board of India (''SEBI'') (Listing Obligations and Disclosure Requirements), (''LODR'') Regulations, 2015, the Audit Committee had given omnibus approval for related party transactions which were of repetitive in nature and entered with associates companies for sale, purchase of goods and services for a period of one year. In every Audit Committee meeting during the year, the schedule of related party transactions for each quarter end were placed before the Committee to ensure transactions were within limit of the approval.

As per Regulation 46 of SEBI LODR Regulations, 2015, the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on Company''s website at http://www.morganmms.com/en-gb/investors/

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

During the year under review, there have been no other material changes or commitments given which affects the financial position of the Company between the end of the financial year and the date of the report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not provided any loans, given guarantees and made investments covered under Section 186 of the Companies Act, 2013.

BOARD OF DIRECTORS:

In accordance with provisions of Companies Act, 2013 and the Article of Associations of the Company, Mr Mirco Pavoni, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The evaluation of Board including independent directors was carried out based on parameters of attendance in every Board and Committee meeting, participation in discussions and independent judgment. The Board carried out annual performance evaluation of the Board Committees and Individual Directors, internally. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

During the year under review, the independent directors has submitted certificate of independence under Section 149 (6) (d) of the Companies Act, 2013. The policy on the familiarization program for Independent Directors including details of Nomination Remuneration committee and their roles and responsibility are provided in the Corporate Governance Report. The evaluation of Board including independent directors was carried out based on parameters of attendance in every Board and Committee meeting, participation in discussions and independent judgment.

The Board of Directors and Senior Management Personnel has confirmed compliance to the Code of Conduct of the Company and submitted the required annual compliance declaration to the Company Secretary. Mr. Anirudha Karve, Director has given affirmation to the Code of Conduct as attached Annexure - 4.

The details of the familiarization program for Independent Directors are posted on the website of the Company and can be accessed at - http://www.morganmms.com/en-gb/investors/

BOARD MEETINGS AND ANNUAL GENERAL MEETING:

During the year the Board met six times on May 25, 2017, June 26, 2017, August 10, 2017, November 9, 2017, February 8, 2018 and March 8, 2018. The 32^nd Annual General Meeting was held on August 9, 2017. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178 (3) and Section 197 (12) of the Companies Act, 2013, read with Rule 5 of Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - 1 to the Board''s report.

PARTICULARS OF EMPLOYEES:

During the year under review, no employee was in receipt of remuneration of '' 120 lakh or more, or employed for part of the year and in receipt of '' 8.50 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, your Company has adopted a policy on Prevention of Sexual Harassment at Workplace. During the year, the Company has not received any complaint with allegations of sexual harassment.

RISK MANAGEMENT POLICY:

Morgan Group has established a risk management methodology which seeks to identify, prioritise and mitigate risks, underpinned by a ''three lines of define'' model comprising an internal control framework, internal monitoring and independent assurance processes. The Morgan Group considers risk management and internal control are fundamental to achieving and delivering long-term sustainable growth in shareholder value. The Risk Framework covers business, operational and financial risks reviewed by the Committee on a periodic basis.

During the year, the Committee in its meeting held on November 9, 2017 has reviewed risk relating to competition, operations, people management and development, product quality, technological obsolescence, quality of contract, external risks of previous year and development of action plan as prepared by the management for mitigating such risks relating to above risks in the future.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company''s CSR efforts are focused on supporting physically challenged students, youth and girls by through various assistance programs in the domains of education, health and environment. During the year your Company has spent CSR funds on improvement in health and safety of students at schools and orphanages, saving in operating expenses by installing solar panels at their facilities etc. Further, the Company has been exploring CSR projects for implementation in coming year hence could not spent complete amount during the financial year

The Company has formulated a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company as recommended by the Corporate Social Responsibility Committee and approved by the Board of Directors.

The Corporate Social Responsibility policy formulated by the Company is available on the website of the Company at - http://www. morganmms.com/en-gb/investors/

The CSR activities as undertaken by the Company are attached as Annexure - 2 and form part of this annual report.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee has been vested with the authority to, inter alia, recommend nominations for Board Membership and senior management position of the Company and establishing criteria for selection to the Board with respect to the competencies, qualifications, experience, integrity and succession plans. The committee comprises of independent and non-executive directors of Board which details are given in Corporate Governance Report.

During the year, the Nomination and Remuneration Committee met once on March 8, 2018 for considering appointment of Mr Meereshwar Reddy as ''Manager'' under provisions of Companies Act, 2013 and re-designation of Mr Aniruddha Karve from ''Managing Director'' to Director (Non-executive) effective from April 1, 2018.

PRODUCT QUALITY AND CERTIFICATIONS:

The Technical Services and Product Development (TSPD) team continues to strive to achieve Morgan''s vision of becoming a world class material science company with required application engineering and reliable problem solving capabilities, delivered ethically and safely to the customers we serve. The TSPD team have continuous focus on new product development and product enhancement by introducing process changes, re-engineering and re-designing projects. Your Company is also focusing on product applications for aluminum degassing, hopper linings, anti-vortex plates, aluminum scrap melting, ductile iron flow control and induction furnace crucibles.

Your Company continues to remain ISO 9001:2015 certified for Quality Management System Standards certified by LUCIDEON Management Systems for continuously demonstrating focus on customer satisfaction through product quality and services delivery, and on meeting statutory and regulatory norms.

ENVIRONMENT, HEALTH AND SAFETY (EHS):

The Morgan Group''s EHS Policy sets out the Group''s commitment to protect and enhance the environment and to the health and safety of all those affected by our operations. The governance of Morgan''s EHS Policy is achieved through performance monitoring, risk assessment and the management and mitigation of identified risks to help provide continuous improvement in EHS performance in support of the Company''s and Group''s strategic priorities. With the long-term aim of a ''zero harm'' workplace, Morgan is committed to its health and safety core values and to conducting all its activities in a manner that achieves high standards of health and safety for all employees and stakeholders. The Morgan Group''s long-term objective is ''zero harm''. We aim to deliver year-on-year improvements in performance as we progress towards this objective. Your Company is committed to providing an injury-free and environment-friendly workplace and improved wellbeing of employees and contract workforce by regularly organizing occupational health examinations, consultation and counseling.

There were no lost time accidents in your Company''s sites since August, 2014, however during the year there were 16 first aid injuries reported and immediate action has been taken on the observations of unsafe actions and unsafe conditions. Further, regular monitoring of air, water and soil pollution was being carried out throughout the year through external agencies.

Operational, Health and Safety Improvements:

- Enhanced Efficiency of Kiln-3 through Recuperated at Mehsana unit

- Drying and standardization of process at Mehsana unit as per global norms

- LPG leak detection system provided at entire plant in Aurangabad and Mehsana unit

- Graphite handling system for indirect firing installed at Mehsana unit Well-being:

- Fall protection improvement for work at height at MMS India

- Installed food waste decomposing machine of 50kg /day capacity to maintain of the garden in place on inorganic fertilizer.

- Regular internal training/programs for developing awareness on health, safety and environment of employees and contractual labour

- Annual medical check-ups was completed and suggestions has been given for monitoring health of employees and contractual labour

- Behavioral Based Safety audits FINANCE AND TAXATION:

During the Financial year 2017-18, your Company has successfully made the transition from the indirect tax regime to Goods & Service Tax (GST) with the help of an internal cross functional team. All necessary configuration changes have been implemented in our SAP ERP systems for both the sites at Aurangabad & Mehsana. All the subsequent compliances post implementation of GST, like filing of various returns like GSTR 3B, GSTR 1 etc., have been fully complied with.

During the financial year 2017-18, your Company has carried forward and continued the good work of its effort to liquidate the accumulated balances lying in CENVAT credit account as per provision of Excise laws and we have liquidated almost the entire amount and received the refund from the Authority before implementation of GST

Your Company has continued to apply for Export Incentives under Merchant Export Incentive Schemes (MEIS) as part of the Foreign Trade Policy 2015-20. During the year 2017-18, we have actually received Duty Benefit Scripts of '' 157.63 Lakh.

Regarding our application for Advance Pricing Agreement (APA) with the CBDT & Govt. of India for International Intercompany related party transactions with Associated Enterprises (AE), the APA Commissioner, Mumbai is yet to give us a scheduled date for the plant visit as they are giving priority to applications filed before March 2015. We expect to make further progress in successfully executing the APA during FY 2018-19 as this will give us certainty in tax treatment on transactions with our Parent Company as well as other Morgan group companies.

During 2017 the Morgan Group introduced a new reward and recognition scheme, the Chairman''s Awards. This is an awards scheme to reward distinctive contributions made by Morgan employees in six categories - Materials Science, Application Engineering, Customer Focus, Functional Excellence, Ethical and Safe Working. Your Company was recognized and honored with two of these six awards -for Customer Focus and Ethical and Safe Working.

RESPONSIBILITY BUSINESS PROGRAMME (RBP) AND LEGAL GOVERNANCE:

The Responsible Business Programme (RBP) is the Group ethics and compliance programme comprising of policies, training, risk assessment, monitoring and assurance. The training content covers human rights, anti-bribery and ethics, anti-trust and contract risk management and is refreshed on an annual basis.

Raising awareness of, and educating employees on, Group compliance policies and the applicable laws and regulations is a fundamental part of the RBP. Group-wide induction training is given to all employees in management positions or who interact with third parties (''relevant employees'') on human rights, anti-bribery and corruption, anti-competitive practice and contract risk awareness.

Your Company is committed to conduct its business in compliance with a range of national and international laws and regulations relating with bribery and corruption, human rights, trade/export compliance and competition/anti-trust activities. The Export Compliance Policy and dedicated in-house review mechanism helps the Company to screen and identify the restricted parties in regulated countries where your Company operates.

The Group plans to introduce a Code of Business Conduct to strengthen the framework for its stated Leadership behavior of ''working ethically and safely''. This will be supported by an updated training programme, both online and face to face as needed, to assist in the transition to the Code.

HUMAN RESOURCES:

Your Company understands that in order to achieve higher productivity and overall performance of the Company, the active engagement of all employees are essential. As part of its growth journey, your Company aligns its organizational structure with its strategic business plan for enhanced effectiveness. Moreover, your Company will continue to undertake initiatives to enhance productivity and efficiency which motivates its people to take professional challenges and to help to create a happy, transparent and productive environment. The Morgan Group''s execution priorities will continue into 2018, for increasing investment in people development including key functional and technical skills and the development of future leaders.

During the year, your company has organized nearly 83 functional and leadership training programs for nurturing existing people''s talent and motivating them to attain organization goals. The employee turnover ratio was around 18.29 as at end of March 31, 2018 as compared to 10.21 in the previous year.

During the year, your Company has signed an updated Wage Agreement with the Union for a period of 3 years with moderate increase in permanent worker wages every year without affecting its continuous business operation.

The Morgan Group recognizes the accomplishments of its people individually and as teams, and makes awards to acknowledge achievement, loyalty, and innovation. Recognition awards continue to be made across local businesses as well as to senior management, with awards linked to business performance.

Your Company has conducted various training programme such as ''Unfold leaders on you'', ISO 9001:2015 ''Risk Analysis and Action Deciding'', ''Hazard Identification & Risk Assessment - HIRA'', ''Stress Management & Naturopathy'' and other technical and functional trainings to the employee and workmen of the Company

AUDITORS:

Statutory Auditors

M/s B S R & Associates LLP, Chartered Accountants, Pune (Registration No. 116231W/W-100024) were appointed as Statutory Auditors of the Company from conclusion of 32^nd Annual General Meeting until conclusion of 35^th Annual General Meeting subject to ratification by members in every annual general meeting.

Further, Section 40 of the Companies (Amendment) Act, 2017 and Section 139 of the Companies Act, 2013 as notified by the Central Government on May 7, 2018, the ratification of statutory auditor at every general meeting is no longer required however M/s B S R & Associates LLP, Chartered Accountants, has submitted their eligibility to continue as Statutory Auditor of the Company for the financial year 2018-19 on such remuneration and out-of-pocket expenses as agreed between the Board or Committee and the Statutory Auditors in the Board of Directors meeting held on May 24, 2018.

The report is given by the Auditors on the financial statements of the Company forms part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their report.

Secretarial Auditor

M/s KMP & Associates, (ACS 32369 / COP 11947) Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for the financial year 2017-18, as required under Section 204 of the Companies Act, 2013 and rules thereunder. The Secretarial Audit Report for financial year 2017-18 forms part of the Board''s Report as Annexure 3. The Board has continued appointment of M/s KMP & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2018-19.

There has been no qualification, reservation, adverse remark or disclaimer given by Secretarial Auditor in their report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company conducts its business operations with integrity and high standards of ethical behavior and in compliance with the laws and regulations that govern its business. Your Company has a well-established framework of internal controls in operation, supported by Morgan Group''s policies and guidelines, including periodic monitoring, assessment and internal audit. M/s R D Jaiswal & Co., Chartered Accountant, was appointed as internal auditors of the company to conduct internal audits for the financial year 201718. M/s R D Jaiswal & Co. has conducted internal audit on half yearly basis and detailed report was submitted to Audit Committee. Further, the Audit Committee reviews the adequacy and effectiveness of the implementation of audit recommendations, including those relating to strengthening your company''s risk management policies and systems.

Your Company has implemented Internal Financial Controls (IFC) with required policies and procedures in its business operation. Further as required under Section 177(4)(vii) of the Companies Act, 2013, ("Act") the Audit Committee needs to evaluate internal financial control system of the Company and make further reporting to the Board and as per Section 143(3) (i) of the Companies Act, 2013 the Statutory Auditor of the Company is required to make representation in their Auditor Report that the Company has adequate internal financial control system in place and operating effectively.

During the year, your Company as well as internal auditor has made periodic checks relating to prevention and detection of frauds and errors, accuracy and completeness of accounting records, timely preparation of financial statements and applicable statutory compliances to the Company''s business. The internal auditor and statutory auditor during their audit have not found any significant gaps for the financial year 2017-18 however have made certain recommendation for continuous improvement of the process.

ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of annual return referred to in sub-section (3) of Section 92 is appended as Annexure 5 to the Board''s Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financials year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 profit of the Company for the year;

(iii) The Directors have taken proper and sufficient care for 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;

(iv) The Directors have prepared the annual accounts on a ''going concern'' basis;

(v) The directors have laid down internal financial controls, which are adequate and are operating effectively;

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

As required under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, the auditors'' certificate regarding compliance of conditions of Corporate Governance is appended as Annexure 6 to the Board''s Report.

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

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 7 to the Board''s report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has set up a Whistle Blower Policy with a view to provide a mechanism for directors and employees of the Company to raise concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The policy is also available on the website -http://www.morganmms.com/en-gb/investors/

ACKNOWLEDGEMENTS:

Your Directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Shareholders, Customers & Consultants for their unstinted support and assistance. Your Directors also place their deep appreciation to employees at all levels for their hard work, solidarity, dedication and commitment, and look forward to their continued support in the future.

For and on behalf of the Board

Mukund Bhogale Aniruddha Karve

(Chairman) (Director)

DIN: 00072564 DIN: 07180005

Place : Aurangabad

Date : May 24, 2018

Mar 31, 2016

To,

The Members,

The Directors are pleased to present the 31^st Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2016.

FINANCIAL PERFORMANCE:

( Rs.in lacs)

Particulars	Standalone		Consolidated
Particulars	2016	2015	2016	2015
Revenue from Operations, net of excise	8,738.66	8,754.21	10,840.52	10,875.20
Other Operating Revenue	128.65	116.05	145.16	130.45
Other income	247.92	58.47	279.92	79.77
Total income	9,115.23	8,928.73	11,265.60	11,085.42
Operating Expenses	6,851.25	7,069.97	8,598.26	9,077.66
Profit before finance cost, depreciation and amortization Finance Cost	2,263.98 -	1,858.76 0.74	2,667.34 -	2,007.77 0.74
Depreciation and Amortisation
Expense	710.65	787.26	830.72	895.56
Profit before tax	1,553.33	1,070.76	1,836.62	1,111.46
Provision for tax	565.70	468.56	796.78	534.05
Share of minority interest	-	-	41.08	1.36
Profit after tax	987.63	602.20	998.76	576.05
Add: Balance brought forward from previous year Amount available for appropriation	4,976.03 5,963.66	4,422.22 5,009.73	5,313.50 6,312.27	4,786.94 5,347.20
Less: Appropriation/transfer
Proposed equity dividend	112.00	28.00	112.00	28.00
Corporate dividend tax	22.80	5.70	22.80	5.70
Balance carried to Balance Sheet	5,828.86	4,976.03	6,177.47	5,313.50

OPERATIONS :

Revenue & Profits - Standalone :

During the year under review, the Company has achieved net revenue of Rs.8,738.66 lacs as compared to Rs.8,754.21 lacs in the previous year. The export sales were Rs.6,064.30 lacs as compared to Rs.6,311.34 lacs in the previous year. The profit before tax grew by 45 per cent to X 1,553.33 lacs as compared to Rs. 1,070.76 lacs in the previous year. The operating expenses decreased by 3 per cent to Rs.6,851.25 lacs as compared to Rs.7,069.97 lacs in last year.

Revenue & Profits - Consolidated :

During the year under review, the Company has achieved net turnover of Rs. 10,840.52 lacs as compared to Rs. 10,875.20 lacs. The gross profit before tax grew by 65 per cent to Rs. 1,836.62 lacs as compared to Rs. 1,111.46 lacs. The operating expenses decreased by 5% to Rs.8,598.26 lacs as compared to Rs.9,077.66 lacs in last year.

FUTURE OUTLOOK :

In 2015-16, the Indian economy grew at 7.3 per cent and is projected to continue to grow at a robust pace, in spite of strong headwinds from other Asian''s countries rebalancing and global manufacturing weakness. According to United Nations Economic and Social Commission for Asia and the Pacific (UNESCAP), India''s economy is expected to grow by 7.6 per cent in 2016-17, largely on the back of urban household spending, amid steady employment growth, low inflation and also will be supported by continuous progress on infrastructure improvements and government drives on implementing ''Make in India'', ''Invest India'' and other incentive schemes to boost exports and encourage foreign investments in India. However, the industrial and manufacturing sector appears to be growing at about half the rate of the overall Indian GDP i.e. (3-4%).

On the global side, US economy growth braked sharply to its slowest pace in two years as consumer spending softened and a strong dollar continued to undercut exports, but a pick-up in activity (2-3% GDP growth) is anticipated given a buoyant labour market. The GDP growth in South-Asia remains constant between 6 to 7 per cent boosted by low commodity prices, moderate inflation and a slight uptick in exports.

However, the major drag on the global economy continues to come from China, where a decelerated GDP growth rate of 4-5% is resulting in significant over-capacity and therefore causing ripples through global commodity, steel, cement and other markets. Chinese manufacturers are aggressively looking to address markets overseas, resulting in increased competition in our target markets.

As a result, your company will continue to see trading headwinds in most of the global markets with the exception of India, the USA and some of the South East Asian countries in the coming year.

The Non-ferrous metal melting of aluminum, copper alloy & zinc oxide remained leading customers of your Company''s products & services. The following drivers for years 2016-20, indicate double digit market growth in the segments and hence good growth prospects for our products, although the competitive nature of the markets will continue to exert significant pricing pressure in the coming year.

- The Indian passenger car segment estimates rapid growth till 2020 to 4 M units from 1.97 M currently. It is primarily because of reduced interest rates, increasing rural market demand and increased per capita average income of middle & upper middle class.

This will -

- Boost aluminum casting production, which is our primary focus

- Trigger Zinc Oxide demand in the tyre industry

- Demand of value added technology & services

- Increasing awareness & adoption of crucibles in non-ferrous induction melting will accelerate demand of our cylindrical crucibles. Few initiatives taken by company in the recent past, as below, will show significant revenue growth in over 3~5 years :

- Collaboration with leading induction furnace manufacturers

- Development of new crucible models

- Value delivery & application support

- Growth in construction is expected at CAGR of 11.2 per cent. The enablers are :

- Many private equity fund investing in commercial properties

- Smart city project for 100 cities across India

- Government scheme of Housing for All scheme by 2022

- Individual state initiatives for boosting housing & commercial city projects

The real estate growth will result in increasing demand of zinc oxide (used in tiles & other ceramics) and copper alloy parts (used in sanitary, electrical & electronic equipment).

Your Company has started focusing on the ferrous industry in 2012 and have seen attributive growth in four years, at good profitability. The following growth drivers signal larger opportunities in the ferrous segment.

- Heavy vehicles & Earthmoving equipment

- Replacement demand. Old vehicles being disbanded whether it is 10 years old or 15 years old

- Before FY18 BS IV will become applicable nationwide.

- Mining and infrastructure projects are largely focused by current government.

- Quality casting demand

- With almost all global automotive players investing on their R&D, manufacturing and assembly units in India, demand for higher technology and quality in castings has improved.

- With stringent quality norms & awareness of operational savings, adoption of Morgan foundry accessories should increase.

- DIpipe demand is expected to grow by 20% till 2018 :

- Finance Minister has proposed allocation of Rs. 1,000 crore for irrigation via ''Pradhan Mantri Krishi Sinchayee Yojana'' scheme.

- Also for the National Rural Drinking Water Programme, Rs. 3,600 crores have been allotted to infrastructure development.

- Ambitious growth projection of Indian Railways for 2020 :

- New railway lines for 24,000 km

- Procurement increase of new wagons by 250K and passenger coaches by 50K.

- âMake in Indiaâ initiatives for giving preference to local suppliers.

In view of above, your Company is looking forward take hold of the opportunities to grow and expand its product base to various industries.

PRODUCT QUALITY AND RECOGNITION :

Your Company always strives to provide the highest quality of product to their customer ensuring consistency in performance, safety, delivering more value and innovation by continuous focus on research and development. The Company encourages employee and customers to provide regular feedback and active participation by various means to develop quality of product and continuous improvement.

Your Company continued to remain ISO 9001 certified for Quality Management System Standards. Recently, the company has also organised ISO 9001:2015 and IQA Audit training from TUV (SUD) South Asia in order to continuously demonstrate product quality and services, to meet statutory and regulatory norms and to increase customer satisfaction throughout its operations.

PUBLIC DEPOSIT :

During the year, the Company has not accepted any public deposits under the provisions of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :

During the year under review, the Company has not provided any loans, given guarantees and made investments covered under Section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS :

In compliance with the provisions of Section 188 of Companies Act, 2013 and Regulation 23 of Securities Exchange Board of India (''SEBI'') (Listing Obligations and Disclosure Requirements), (''LODR'') Regulations, 2015 and relevant provisions of Clause 49 of the Equity Listing Agreement, the Audit Committee had given omnibus approval for related party transactions which were of repetitive nature and entered with associates companies for sale, purchase of goods and services for a period of one year. In every Audit Committee meeting during the year, the schedule of related party transactions for each quarter end were placed before the Committee to ensure transactions were within limit of the approval.

The related party transactions entered during the year were in ordinary course of the business and on arm''s length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were into entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable. Further, the Company has not given any loans and advances in the nature of loans to subsidiary company or to associate company or to firms/companies in which directors are interested hence disclosure as per Regulation 34(3) of SEBI LODR, Regulations, 2015 is not applicable.

As per Regulation 46 of SEBI LODR Regulations, 2015, the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on Company''s website at

http://www.morganmms.com/sites/default/files/policy_on_materiality_of_related_party_transactions_dealings.pdf

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

During the year under review, there have been no other material changes happened and commitments given which affects the financial position of the Company between the end of the financial year and the date of the report.

SUBSIDIARY COMPANY :

Your Company has one subsidiary company i.e. Diamond Crucible Company Limited having its manufacturing facility at Mehsana, Gujarat. As per provisions of Section 129 (3) of the Companies Act, 2013, a statement containing salient financial highlights of the subsidiary company for the year ended March 31, 2016 is annexed as part of this Annual Report in Form AOC 1 as Annexure 1. However, the Company has published the audited consolidated financial statements for the financial year March 31, 2016 and also forms part of this Annual Report. The Annual Accounts of the subsidiary company and related detailed information shall be made available to members of the Company seeking such information and shall be kept open for inspection at the Registered Office of the Company during office hours.

BOARD OF DIRECTORS :

During the year under review, Mr Hitesh Saiwal resigned from the Company effective from April 30, 2015 from the post of Managing Director. Mr Aniruddha Karve was appointed as Managing Director of the Company effective from July 1, 2015 in the Board of Directors meeting held on May 25, 2015 followed by approval of members in the annual general meeting held on September 22, 2015. Mr Sadanand Shabde has resigned from the post of Independent Director and Chairman of the Board and the Committees effective at the end of the day on October 29, 2015. Mr Mukund Bhogale was appointed as an Additional Director (Independent) effective from October 30, 2015. Mr Mukund Bhogale was also nominated for Chairman of the Board and the Committees.

The members in the Annual General Meeting held on September 22, 2015, have unanimously regularized appointment of Mr Ian Keith Arber as Director (Non-executive), Ms Pauline Tan as Director (Non-executive), Mr Mirco Pavoni as Director (Non-executive) and Ms Maithilee Tambolkar as an Independent Director.

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a special resolution by the Company and shall not be liable to retire by rotation. During the year under review, the independent directors has submitted certificate of independence under section 149 (6) (d) of the Companies Act, 2013. The policy on familiarization program for Independent Directors including details of Nomination Remuneration committee and their roles and responsibility are provided in Corporate Governance Report. The evaluation of Board including independent directors was carried out having parameters of attendance in every Board and Committee meeting, participation in discussions and independent judgment.

The details of such familiarization program for Independent Directors are posted on the website of the Company and can be accessed at

http://www.morganmms.com/sites/default/files/familiarisation_program_for_independent_director_-_mcil.pdf

NUMBER OF MEETINGS OF THE BOARD :

The Board met five times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION :

PARTICULARS OF EMPLOYEES :

During the year under review, no employee was in receipt of remuneration of Rs.60 lacs or more, or employed for part of the year and in receipt of Rs.5 lacs or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made there under, your Company has already constituted a policy on Prevention of Sexual Harassment at Workplace in December, 2012 with periodic amendments. During the year, the Company has not received any complaint with allegations of sexual harassment.

RISK MANAGEMENT POLICY :

The Risk Management Committee was constituted as per provisions of Companies Act, 2013 and Regulation 21 of SEBI LODR corresponding Clause 49 of the Equity Listing Agreement, having composition of executive and independent directors. Your company is also committed to identify, quantify and mitigate business risks by periodic review of potential risks, inherent impact and its mitigation plan in compliance with policy and statement of Morgan Advanced Materials Plc (''the Group'') on Risk Management.

During the year, the committee in its meeting held on October 29, 2015 has reviewed risk relating to competition, operations, people management and development, product quality, technological obsolescence, quality of contract, external risks and also noted the process of mitigation of such risks.

CORPORATE SOCIAL RESPONSIBILITY :

The Company has constituted Corporate Social Responsibility Committee (CSR) in the meeting of Board of Directors of the Company held on May 22, 2014. Your Company is committed to adhere to the principles of CSR policy and continue to strive for the development and for enhancing living standards of society.

As a commitment towards improving and maintaining social sustainability, your company has donated 140 school desks at Naygaon Government School near Waluj Industrial Area worth of Rs.4.35 lacs from first to seventh standard students.

The Corporate Social Responsibility policy formulated by the Company is available on the website of the Company at -http://www.morganmms.com/investors-1

NOMINATION AND REMUNERATION COMMITTEE :

The Board of Directors in their meeting held on May 22, 2014 has constituted Nomination and Remuneration Committee with a view to determine qualification, positive attributes and independence of a director and recommend to the board and to formulate a criteria for evaluation and performance for board members. The committee comprises of independent and non-executive directors of Board which details are given in Corporate Governance Report.

ENVIRONMENT, HEALTH AND SAFETY :

The Morgan Group is committed for conducting all of its activities in a manner that achieves high standards of health and safety for employees and others affected by its operations. This commitment is reflected in the Group''s core health and safety values set out below -

-We are committed to creating a culture and environment that is ''zero harm'' with no related accidents or illness due to our activities.

-We encourage and expect our employees and contractors to be passionate about safety.

-We rededicated to creating a positive safety culture based on openness, transparency and responsibility.

-We support a safe working culture through investment and training.

-We engage with our people to continuously improve safety knowledge, reporting and performance through our commitment to our think SAFE programme.

In continuation with a global behavioural safety programme i.e. ''think SAFE'', launched by the Group, your company has made significant progress and has conducted think SAFE training programmes for all employees including contractual labour of the Company.

During the year, the Company has made improvements in certain identified areas which summary as below -Operational, Health & Safety Improvements :

- Proper machine guarding and railing provided

- Arrangement made to avoid water wastage

- Converted to LED lighting which helped in reduction power consumption

- Improvement in inter-locking doors, high reach ladder and cranes to avoid accidents

Well-being :

- Regular internal training/programs for developing awareness on health, safety and environment, of employees and contractual labour

- Annual medical check-ups was completed and suggestions has been given for monitoring health of employees and contractual labour

- ''Most Mile March'' initiative for encouraging employees to walk more and ''Biggest Loser'' for weight reduction competition were conducted under ''Better You Better Life'' Programme.

- Received participation award in ''National Safety Competition'' conducted by Directorate of Industrial Safety & Health, Maharashtra State & National Safety Council, Maharashtra Chapter in Pune, Maharashtra

FINANCE AND TAXATION :

During the year, your Company has started the liquidation process of accumulated balance in CENVAT credit account as per provision of excise law. Until March 2016, we have utilized CENVAT credit amounted to Rs.577.04 lacs for export sales for claiming Rebate and actually received Rs.299.96 lacs of Excise rebate from Authority till March 2016.

Your Company has applied for Export Incentive under Focus Market Scheme (FMS) and Merchandise Export Incentive Scheme (MEIS) under Foreign Trade Policy 2015-20 of combined benefit of Rs. 44.47 Lacs which Duty Benefit Scripts are awaiting from the Authority.

During the financial year, the Company has applied for Advance Pricing Agreement (APA) before the CBDT & Govt. of India for International Intercompany related party transactions with Associated Enterprises (AE). The APA is an arrangement between the taxpayer and the tax authority covering future transactions, with a view to avoid the potential transfer pricing disputes in a co-operative manner. Once APA agreement is completed, we will have certainty with respect to tax outcome for international transactions, by agreeing in advance the arm''s length pricing, or pricing methodology to be applied. Under APA specific rollback provisions enable to attain certainty in transfer prices of international transactions for up to 9 years (including 4 years rollback provisions) in total. Besides this the APA has a persuasive value on all open Transfer pricing litigations of past years.

The Company has completed VAT assessment for the FY 2011-12 and received order from the Authority with refund of VAT of Rs.69.74 Lacs including interest.

RESPONSIBILITY BUSINESS PROGRAMME (RBP) AND LEGAL GOVERNANCE :

The Responsible Business Programme (RBP) is the Group ethics and compliance programme comprise of policies, training, risk assessment, monitoring and assurance. The training content covers human rights, anti-bribery and ethics, anti-trust and contract risk management and is refreshed on an annual basis.

During the year, your Company has conducted RBP training session for sales and marketing managers during the Sales Meet at Aurangabad. The senior executives have attended RBP training session covering contract risk management and anti-trust at Chennai conducted by Group Risk Manager Ms Lynsey Poulton. Further, every relevant individual who joins the Morgan group, has been given with induction training on Responsible Business Program (RBP) followed by periodic updates and training sessions on Competition laws, Ethics Policy and Contract Risk Management.

Your Company has continued vigilance on Export Compliance Policy where Company sells the product to regulated countries. During the year, the Company has observed compliances under various statutes applicable to the Company such as Companies Act, Securities laws, Listing Regulations and other statutory laws. As per new Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has executed revised Listing Agreement with Bombay Stock Exchange and has also adopted new compliance under the said regulation.

HUMAN RESOURCES :

Your Company believes that having best talent, skillful employees and high motivation level of employees helps any organization to achieve milestones of success. Your Company is committed to provide good organizational culture to its employees as well as provide required trainings in order to harness their potential and to explore more opportunities.

During the year, the Company has organized various skill development programs for senior and middle management such as ''Synergy and Team Building'', ''Concept and Value Selling'' for Sales and Marketing employees and other skill enhancement training programs were conducted for staffs and workers.

AUDITORS :

Statutory Auditors

M/s B S R & Co. LLP (Registration No. 101248W/W-100022) were appointed as Statutory Auditors in the last Annual General Meeting (AGM) of the Company held on September 22, 2015 for a period of five years subject to ratification by the members of the Company at every Annual General Meeting.

The Board has proposed ratification of M/s B S R & Co. LLP (Registration No. 101248W/W-100022) as Statutory Auditor of the Company subject to approval of members from the conclusion of Thirty First (31^st) Annual General Meeting until the conclusion of Thirty Second (32^nd) Annual General Meeting of the Company on such remuneration and out-of-pocket expenses as agreed between the Board or Committee and the Statutory Auditors in the Board of Directors meeting held on May 25, 2015.

Secretarial Auditor

M/s KMP & Associates, Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and rules there under. The Secretarial Audit Report for financial year 2015-16 forms part of the Annual Report as Annexure 3. The Board has continued appointment of M/s KMP & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for the financial year 2016-17.

There has been no qualification, reservation, adverse remark or disclaimer given by Secretarial Auditor in their report. The report of Statutory Auditors on the financial statements and report of Secretarial Auditors are made part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Pursuant to Section 177(4)(vii) of the Companies Act, 2013, (âActâ) the Audit Committee needs to evaluate internal financial control system of the Company and make further reporting to the Board. Further, pursuant Section 143(3) (i) of the Companies Act, 2013 the Statutory Auditor of the Company is required to make representation in their Auditor Report that the Company has adequate internal financial control system in place and operating effectively.

The Company has been making periodical tests for storage and issue of materials, payments for goods, services and expenses, maintenance of books and records, insurance coverageâs, banking transactions, financial reporting as per statutory/regulatory requirements and other operations and reviewing legal compliances pertains to various statute, rules, guidelines issued by State Government, and Central Government etc. Conversely, the Committee was in opinion that the said controls ought to be reviewed on periodic basis from external agencies in order to make further improvement in the controls. In this connection, the Committee had appointed KPMG for assisting the Company in performing Process and Documentation Gap Analysis of the Company for the financial year ending March 31, 2016.

KPMG has not found any significant gaps or non-compliance during their process and Gap Analysis, however as a commitment towards continuous improvement the Board is formalizing the process of each function through documentation, policies and procedures.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure 4 to the Board''s report.

DIRECTORS'' RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 134 (3) (c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that

(i) In the preparation of the annual accounts for the financials year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(iv) The Directors have prepared the annual accounts on a ''going concern'' basis;

(v) The directors have laid down internal financial controls, which are adequate and are operating effectively;

(vi) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE :

As required under Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 corresponding to Clause 49 of the Listing Agreement, the auditors'' certificate regarding compliance of conditions of Corporate Governance is appended as Annexure 5 to the Board''s Report.

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

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as Annexure 6 to the Board''s report.

WHISTLE BLOWER POLICY :

ACKNOWLEDGEMENTS :

For and on behalf of the Board,

Place: Aurangabad Aniruddha Karve Subhash Kolapkar

Date: May 30, 2016 (Managing Director) (Director)

DIN : 07180005 DIN : 06666368

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2014. (Rs. in Lacs) Standalone

Particulars 2014 2013

Revenue from Operations, net of excise 7937.03 7897.92

Other Operating Revenue 120.32 93.45

Other income 198.26 73.99

Total income 8255.61 8065.36

Operating Expenses 6415.99 6226.65

Profit before finance cost, 1839.62 1838.71 depreciation and amortisation

Finance Cost 34.39 4.03

Depreciation and Amortisation Expense 465.67 410.21

Profit before tax 1339.56 1424.47

Provision for tax 497.27 569.26

Share of minority interest - -

Profit after tax 842.29 855.21

Add: Balance brought forward from 3612.70 2790.25 previous vear

Amount available for appropriation 4454.99 3645.46

Less: Appropriation/transfer

Proposed equity dividend 28.00 28.00

Corporate dividend tax 4.76 4.76

Balance carried to Balance Sheet 4422.23 3612.70

(Rs. in Lacs) Consolidated

Particulars 2014 2013

Revenue from Operations, net of excise 9967.11 9907.21

Other Operating Revenue 131.83 96.24

Other income 232.15 133.06

Total income 10331.09 10136.51

Operating Expenses 8310.79 7841.53

Profit before finance cost, 2020.30 2294.98 depreciation and amortisation

Finance Cost 34.39 4.03

Depreciation and Amortisation Expense 559.18 469.33

Profit before tax 1426.73 1821.62

Provision for tax 553.59 729.85

Share of minority interest 28.64 129.42

Profit after tax 844.50 962.35

Add: Balance brought forward from 3975.20 3045.60 previous vear

Amount available for appropriation 4819.70 4007.95 Less: Appropriation/transfer 28.00 28.00

Proposed equity dividend 4.76 4.76

Balance carried to Balance Sheet 4786.94 3975.19

Your Directors are pleased to recommend a final dividend of Re. 1 per equity share of face value of Rs. 10 each of the Company for the financial year 2013-14 for approval of the members.

During the year under review, the Company has achieved net turnover of Rs. 7937.03 lacs as compared to Rs. 7897.92 lacs in last year in spite of slow economic growth, downward trend especially in the automotive sector. The Profit after Tax was slightly down to Rs. 842.29 lacs as compared to Rs. 855.21 lacs from the last year. In spite of sluggish demand across the larger economy, your Company managed to achieve export sale of Rs. 5269.41 lacs to as compared to Rs. 5298.80 during the last year.

The year witnessed marginal GDP growth, general slowdown in global economy impacting the demand of export and weak domestic demand due to downswing in automobile sector. The increase in cost of raw material prices, LPG and high interest rate impacted the business during the year.

As per the Economic Survey 2014-15 the Indian Economy is likely to grow in the range of 5.1 to 5.5 percent, moderation in inflation and economic growth coupled with the new government''s policies is likely to drive volumes and revive the Indian automobile sector thus creating an environment for growth of the industry. However, the growth may remain moderate in view of steps taken for reviving of investment cycle and benign growth in Asian economy.

Your Company continued to remain ISO 9001:2008 certified for Quality Management System Standards.

During the year, the Company has not accepted any fixed deposits under Section 58A of the Companies Act, 1956.

Your Company has one subsidiary company viz. Diamond Crucible Company Limited having its manufacturing facility at Mehsana, Gujarat. A statement containing summary of financial details of the subsidiary company for the year ended March 31, 2014 is annexed as part of this Annual Report. In terms of general exemption granted under Section 212 (8) of the Companies Act, 1956 by Ministry of Corporate Affairs vide its General Circular no. 02/2011 dated February 8, 2011, the Audited Statement of Accounts, Auditors'' Report thereon for the financial year ending March 31, 2014 of subsidiary company have not been annexed. However the Company has published the audited consolidated financial statements for the financial year March 31, 2014 and also forms part of this Annual Report. The Annual Accounts of the subsidiary company and related detailed information shall be made available to members of the Company seeking such information and shall be kept open for inspection at the Registered Office of the Company during office hours.

The Company has Mr Sadanand Shabde and Mr Subhash Kolapkar as Independent Directors on Board satisfying criteria of Clause 49 of the Listing Agreement. As per Section 149 of the Companies Act, 2013 an Independent Director shall hold office for term up to five consecutive years on the Board of a Company and shall be eligible for re-appointment on passing of special resolution by the Company.

In view of above, the Board of Directors in its meeting held on August 12, 2014 recommended for appointment of Mr Sadanand Shabde and Mr Subhash Kolapkar as an Independent Director for a period of five years from the date of 29th Annual General Meeting subject to approval of Members. The Company has received declarations from the said Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

Mr Stuart Cox, Director retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment. The Board recommends the approval of the same.

The Company has constituted Corporate Social Responsibility (CSR) Committee in the meeting of Board of Directors of the Company held on May 22, 2014. The terms of reference of the CSR Committee are in line with provisions of Companies Act, 2013 and rules made thereunder.

The Morgan Group has set up EHS Policy which applies to all Morgan facilities worldwide having a key focus on health and safety of employees, risk assessment, risk management and mitigation of identified risks. The Morgan Group and the Company are always committed to make its manufacturing facility injury free, safe and healthy organisation.

As a commitment towards safety and health environment, the Company has made improvements in certain identified areas and also carried out the well-being programs during the year under review as follows :

Operational :

* Existing Fire Hydrant Systems has been completely replaced with new

* Emphasis on reduction of dust level in the factory

* Machine guarding and LOTO for maintenance safety.

Well-being :

* Installed defibrillator

* RO plant installation for better drinking water to all employees.

* Internal training programs to develop awareness of health and safety environment for employees and contractual labour

* Annual medical check-ups and corrective actions thereon for monitoring health of employees

* Most Mile March'' initiative for encouraging employees to walk more, your Company ranked in top five as compared to other Morgan facilities worldwide.

The Company''s Auditors M/s BSR & Co. LLP (Registration No. 101248W/W-100022) hold office until ensuing Annual General Meeting (AGM) of the Company. Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Rules framed thereunder and upon recommendation of Audit Committee, it is proposed to appoint BSR & Co. LLP as Statutory Auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the 30th Annual General Meeting to be held in the year 2015 subject to ratification by the Members.

As per the requirement of the Central Government, and pursuant to Section 233B of the Companies Act, 1956, the audit of the cost accounts pertains to crucibles and other relevant product group is carried out during the year. Pursuant to the approval of Ministry of Corporate Affairs, Bhaskar Deb, Practising Cost Accountant having membership no. 29769 was appointed as the Cost Auditors for auditing the Company''s cost accounts relating to the Company''s products for the year ended March 31, 2014. The Cost Audit Report for the financial year ending March 31, 2013 was duly filed by the Company with Ministry of Corporate Affairs.

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :

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

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

(iii) that the Directors have taken proper and sufficient care for 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;

(iv) that the Directors have prepared the annual accounts on a ''going concern'' basis.

As required under Clause 49 of the Listing Agreement with the Stock Exchanges, the report on Management Discussion and Analysis, Corporate Governance as well as the Statutory Auditors'' Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

As required under Section 217(1)(e) of the Companies Act, 1956 and the Rules made therein, the concerned particulars relating to Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure, which is attached hereto and forms part of the Directors'' Report.

Your Directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Shareholders, Customers & Consultants for their unstinted support and assistance. Your Directors also place their deep appreciation to employees at all levels for their hard work, solidarity, dedication and commitment.

For and on behalf of the Board,

Sadanand V. Shabde Hitesh Saiwal (Chairman) (Managing Director)

Place: Aurangabad Date: August 12, 2014

Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the 28th Annual Report, together with the Audited Financial Statements of the Company for the year ended on March 31, 2013.

1. FINANCIAL RESULTS:

(Rs. in lacs) Particulars 2012-13 2011-12

Profit before Interest, Depreciation and Taxation 1838.71 1805.46

Less: Interest 4.03 34.82

Less: Depreciation 410. 21 347.52

Profit for the year before taxation 1424.47 1423.12

Less: Provision for Taxation 569.26 514.54

Profit After T ax 855.21 908.58

Profit brought forward from the Previous Year 2822.79 1914.21

Profit carried to Balance Sheet 3612.70 2822.79

2. DIVIDEND:

Your Directors are pleased to recommend final dividend on Equity shares of the Company at the rate of Re. 1/- per share.

3. OPERATIONS AND FUTURE OUTLOOK:

During the year under review, the net turnover of the Company was Rs. 7897.92 lacs as compared to Rs. 7908.35 lacs in last year. During the current year the Company has completed and capitalized in its books the expansion/modernisation of its plant to Rs. 388.48 lacs. The Profit after Tax was slightly down to Rs. 855.22 lacs as compared to Rs. 908.58 lacs from the last year. The Company has made export of Rs. 529.88 Lacs as compared to Rs. 549.65 Lacs from the last year.

The Indian economy has witnessed downward trend especially in the automotive and other sectors which largely affects the business of the Company. Further, financial deficit, continuous diminishing value of rupee, increase in cost of raw material, overheads and interest rates leads to become market uncertain which may impact the business in the year 2013-14.

However, despite of above backdrop, the Company is looking forward secular growth trend for coming years and ready to deliver best quality of product with competitive price which will help to grow the demand of the product in a near future. The Company has refined its business strategy and looking forward to enhance its customer base in domestic and overseas markets.

4. PUBLIC DEPOSIT: The Company has not invited deposit from the public during the year under report.

5. CAPITAL:

Company''s paid up capital stood at Rs. 2.80 Crores as on March 31, 2013. There is no change took place during the year under review.

6. STATUTORY DISCLOSURES:

None of the Directors of your Company is disqualified as per the provision of Section 274(1) (g) of the Companies Act 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act.

The information given under Section 217(1) (e) of the Companies Act 1956 read with The Companies (Disclosures of Particulars in the report of the Board of Directors) Rules 1988 as amended is annexed with this report.

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, None of the employees are getting salary above the specified limits hence not discloses here. However, any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

7. AUDITORS:

The Company''s Auditors M/s B S R & Co. to retire at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment as statutory auditor. The notes of the Auditors and other notes on accounts are also self-explanatory.

8. DIRECTORS:

Mr. Didier Finck ceased to be Director on the Board w.e.f. 31st October 2012, the Board places on record its appreciation of the valuable services rendered by him during his tenure. In accordance with provisions of The Companies Act, 1956 and the Articles of Association of the Company, Mr. Sadanand V. Shabde and Mr. Stuart A. Cox, Directors retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment.

9. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2013 being end of the financial year 2012-13 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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;

(iv) that the Directors have prepared the annual accounts on a ''going concern'' basis.

10. RISK MANAGEMENT:

The Company''s properties continued to be adequately insured against risks such as fires, riots etc.

11. CORPORATE GOVERNANCE:

The Corporate Governance Report and the Management Discussion and Analysis Report are attached and forming part of this Annual Report.

12. SUBSIDIARY COMPANY ACCOUNTS:

The Ministry of Corporate Affairs vide their General Circular no. 2/2011 dated 08.02.2011 given general exemption to companies under Section 212 from attaching subsidiaries accounts with holding company''s balance sheet however consolidated accounts are provided with this report and annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time and also it will available at the head office of the company and will be open for inspection on demand during office hours.

13. ACKNOWLEDGMENT:

Your directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Share holders, Customers, employees & consultants for their unstinted support and assistance.

For and on behalf of the Board,

Sadanand V. Shabde Hitesh Saiwal

(Chairman) (Managing Director)

Place: Aurangabad

Date: August 14, 2013

Mar 31, 2012

The Directors present the 27th Annual Report together with the Audited Statement of Accounts of the Company for the period ended on March 31, 2012.

1. FINANCIAL RESULT:

( Rs. In Lacs)

Particulars Year ended Year ended

31 March 2012 31 March 2011

Profit before Interest, Depreciation and Taxation 1805.48 1364.96

Less: Interest 34.84 75.97

Less: Depreciation 347.52 346.97

Profit for the year before taxation 1423.12 942.02

Less: Provision for Taxation 514.54 447.13

Profit After Tax 908.58 494.89

Profit brought forward from the Previous Year 1914.21 1419.32

Profit carried to Balance Sheet 2822.79 1914.21

2. DIVIDEND:

Your Directors are pleased to recommend dividend on Equity shares of the Company at the rate of Rs. 1/- each share.

3. OPERATIONS :

During the financial year, the turnover was Rs. 78.96 Crores as compared to Rs. 67.13 Crores.

During the current year the Company has completed and capitalized in its books the expansion/modernization of its plant to Rs. 173.28 Lacs. The Company has also started diversifying activities such as trading and manufacturing of Foundry Consumables and refractory materials for which company has started first phase of testing and development foundry lubricant i.e. Die lube in the previous year. For the Calendar Year 2011 total turnover of die lube business stood at 8.99 Lacs and Operating Profit was (-16.71) Lacs and for the half year from Jan 2012 to June 2012 total Turnover stood at 25.20 Lacs and Operative Profit was 64 thousand, We are expecting to accelerate this are in the coming years.

NEW INITIATIVES - Company has successfully implemented SAP Simultaneously MCIL & DCCL. The SAP implementation is a step Towards moving on to becoming more system & process oriented company & achieving more transparency, accountability & effective working. Company also ventured in to ferrous market & looking towards new opportunities to attain diversification. Ferrous market have very large potential which was not explored by the company earlier.

4. PUBLIC DEPOSIT:

The Company has not invited deposit from the public during the year under report.

5. CAPITAL:

Company's paid up capital stood at Rs. 2.8 Crores as on 31st March 2012. There is no change took place during the year under review.

6. STATUTORY DISCLOSURES :

None of the Directors of your Company is disqualified as per the provision of Section 274(1) (g) of The Companies Act 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act.

The information given under Section 217(1)(e) of the Companies Act 1956 to be read with The Companies (Disclosures of Particulars in the report of the Board of Directors) Rules 1988 as amended is enclosed as Annexure 'A'

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, None of the employees are getting salary above the specified limits hence not discloses here. However, Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

7. AUDITORS:

The Company's Auditors M/s BSR & Co. to retire at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment as statutory auditor. The notes of the Auditors and other notes on accounts are also self-explanatory.

8. DIRECTORS:

Two of your Directors namely Mr. H. S. Shirsat and Mr. Didier Finck retire by rotation in terms of the Articles of Association of the Company. They, being eligible, have offered themselves for reappointment.

9. FUTURE OUTLOOK :

With the optimistic growth of the Indian economy the demand for the Company's product is expected to pick up. Further with the agreement for providing services the company would get technical knowhow from the parent company and is therefore expected to improve the quality of the product significantly. The Directors are reasonably confident that with these changes the performance of the Company would improve barring unforeseen circumstances. Considering the same fact your company has entered into an agreement with The Morgan Crucible Company Plc UK for providing management services in the area of planning, sales, accounts, HR policies and various other commercial aspects. The benefit is seen in the year under review. Your Directors have also executed an agreement with The Morgan Crucible Company Plc UK for use of trade mark logo and GBU charges.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2012 being end of the financial year 2011-12 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

11. Risk Management:

The Company's properties continued to be adequately insured against risks such as fires, riots etc.

12. Corporate Governance :

A report on Corporate Governance has been provided as separate part of this report. Management Discussion and Analysis Report is attached and forming part of Annual Report.

13. Subsidiary Company Accounts :

Ministry of Corporate Affairs vide their General Circular no. 2/2011 dated 08.02.2011 given general exemption to companies under section 212 from attaching subsidiaries accounts with holding company's balance sheet however consolidated accounts are provided with this report and annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time and also it will available at the head office of the company and will be open for inspection on demand during office hours.

14. ACKNOWLEDGEMENT :

Your directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Share holders, Customers, employees & consultants for their unstinted support and assistance.

For and on behalf of the Board,

Place: Aurangabad Hitesh Saiwal Sadanand V. Shabde

Date: 17th July 2012 Whole time Director / Country Manager Director

Mar 31, 2011

The Members,

The Directors present the 26th Annual Report together with the Audited Statement of Accounts of the Company for the period ended on March 31, 2011.

1. FINANCIAL RESULT:

( Rs. In Lacs)

Particulars Year Ended Year Ended

31st March 2011 31st March 2010

Profit before Interest, Depreciation and Taxation 1364.96 1408.69

Less: Interest 75.97 116.96

Less: Depreciation 346.97 317.33

Profit for the year before taxation 942.02 974.41

Less: Provision for Taxation

- Current Tax 384.48 395.43 - Deferred Tax 62.65 (103.09)

- Fringe Benefits Tax - -

Profit After Tax 494.89 682.07

Profit brought forward from the Previous Year 1419.32 737.25

Profit carried to Balance Sheet 1914.21 1419.32

2. DIVIDEND:

With a view to conserve the resources, your Directors regret their inability to recommend dividend on Equity shares of the Company.

3. OPERATIONS

During the financial year, the turnover was Rs. 69.03 Crores as compared to Rs. 54.88 Crores.

During the current year the Company has completed and capitalized in its books the expansion/modernisation of its plant to Rs. 284.18 Lacs. The Company has also started diversifying activities such as trading and manufacturing of Foundry Consumables and refractory materials for which company has started first phase of testing and development foundry lubricant i.e. Die lube. We are expecting to accelerate this are in the coming years.

4. PUBLIC DEPOSIT:

The Company has not invited deposit from the public during the year under report.

5. CAPITAL :

Company's paid up capital stood at Rs. 2.8 Crores as on 31st March 2011. There is no change took place during the year under review.

6. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provision of Section 274(1) (g) of The Companies Act 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act.

The information given under Section 217(1)(e) of the Companies Act 1956 to be read with The Companies (Disclosures of Particulars in the report of the Board of Directors) Rules 1988 as amended is enclosed as Annexure 'A'

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, None of the employees are getting salary above the specified limits hence not discloses here. However, Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

7. AUDITORS:

The Company's Auditors M/s BSR & Co. to retire at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment as statutory auditor. The notes of the Auditors and other notes on accounts are also self-explanatory.

8. DIRECTORS:

Two of your Directors namely Mr. Sadanand V Shabde and Mr. Stuart Cox retire by rotation in terms of the Articles of Association of the Company. They, being eligible, have offered themselves for reappointment.

9. FUTURE OUTLOOK

With the optimistic growth of the Indian economy the demand for the Company's product is expected to pick up. Further with the agreement for providing services the company would get technical knowhow from the parent company and is therefore expected to improve the quality of the product significantly. The Directors are reasonably confident that with these changes the performance of the Company would improve barring unforeseen circumstances. Considering the same fact your company has entered into an agreement with The Morgan Crucible Company Plc UK for providing management services in the area of planning, sales, accounts, HR policies and various other commercial aspects. The benefit is seen in the year under review. Your Directors have also executed an agreement with The Morgan Crucible Company Plc UK for use of trade mark logo and GBU charges.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2011 being end of the financial year 2010-11 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

11. Risk Management:

The Company's properties continued to be adequately insured against risks such as fires, riots etc.

12. Corporate Governance

A report on Corporate Governance has been provided as separate part of this report. Management Discussion and Analysis Report is attached and forming part of Annual Report.

13. Subsidiary Company Accounts

Ministry of Corporate Affairs vide their General Circular no. 2/2011 dated 08.02.2011 given general exemption to companies under section 212 from attaching subsidiaries accounts with holding company's balance sheet however consolidated accounts are provided with this report and annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time and also it will available at the head office of the company and will be open for inspection on demand during office hours.

14. ACKNOWLEDGEMENT:

Your directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Share holders, Customers, employees & consultants for their unstinted support and assistance.

For and on behalf of the Board,

Place: Aurangabad Hitesh Saiwal Sadanand V. Shabde

Date: 12th Aug 2011 Director Director

Mar 31, 2010

The Directors present the 25th Annual Report together with the Audited Statement of Accounts of the Company for the period ended on March 31, 2010.

1. FINANCIAL RESULT:

( Rs. In Lacs)

Particulars Year Ended 31st Year Ended 31st

March 2010 March 2009

Profit before Interest, Depreciation and Taxation 1408.69 671.18

Less: Interest 116.96 103.82

Less: Depreciation 317.33 184.79

Profit for the year before taxation 974.41 382.57

Less: Provision for Taxation

- Current Tax 395.43 50.00

- Deferred Tax (103.09) 59.16

- Fringe Benefits Tax - 7.00

Profit for the year 682.06 266.40

Profit brought forward from the Previous Year 737.26 470.85

Profit carried to Balance Sheet 1419.32 737.25

2. DIVIDEND:

With a view to conserve the resources, your Directors regret their inability to recommend dividend on Equity shares of the Company.

3. OPERATIONS

During the financial year, the turnover was Rs. 54.88 Crores as compared to Rs. 33.43 Crores.

During the current year the Company has completed and capitalized in its books the expansion/modernisation of its plant to Rs. 172.28 Lacs for increasing the production capacity and initiated the proceedings for expansion of production capacity to the tune of 6500 MT PA.

To minimize the impact of the increase in the price of raw material and to maintain the best quality the Company has decided to involve the suppliers which are the established supplier to the Companys parent company production facility at UK. This will ensure maintenance of quality standard and product performance in the market.

4. PUBLIC DEPOSIT:

The Company has not invited deposit from the public during the year under report.

5. CAPITAL :

Companys paid up capital stood at Rs. 2.8 Crores as on 31st March 2010. There is no change took place during the year under review.

6. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provision of Section 274(1) (g) of The Companies Act 1956. Your Directors have made necessary disclosures, as required under various provisions of the Act.

The information given under Section 217(1)(e) of the Companies Act 1956 to be read with The Companies (Disclosures of Particulars in the report of the Board of Directors) Rules 1988 as amended is enclosed as

Annexure A

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act read with the Clause 32 of the Listing Agreement as notified by Securities and Exchange Board of India, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

7. AUDITORS:

The notes of the Auditors and other notes on accounts are also self-explanatory. The Auditors of the Company M/ s. Price Waterhouse & Co., Chartered Accountants, Mumbai, will retire at the forthcoming Annual General Meeting. However they have expressed their inability to be reappointed as Auditors. The Company has received special notice to appoint M/s BSR & Co. Mumbai as Auditors of the Company for the year 2010-11. The Directors recommend appoint of M/s BSR & Co. Mumbai as Auditors of the Company for the year 2010-11 and necessary business has been incorporated in the notice convening Annual General meeting of the members of the Company

8. DIRECTORS:

One of your Directors retire by rotation in terms of the Articles of Association of the Company. He, being eligible, have offered himself for reappointment.

9. FUTURE OUTLOOK

With the optimistic growth of the Indian economy the demand for the Companys product is expected to pick up. Further with the agreement for providing services the company would get technical knowhow from the parent company and is therefore expected to improve the quality of the product significantly. The Directors are reasonably confident that with these changes the performance of the Company would improve barring unforeseen circumstances. Considering the same fact your company has entered into an agreement with The Morgan Crucible Company Plc UK for providing management services in the area of planning, sales, accounts, HR policies and various other commercial aspects. The benefit is seen in the year under review. Your Directors are also executed an agreement with The Morgan Crucible Company Plc UK for use of trade mark logo and GBU charges.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at 31st March, 2010 being end of the financial year 2009 10 and of the profit of the Company for the year;

(iii) that the Directors have taken proper and sufficient care for 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;

(iv) that the Directors have prepared the annual accounts on a going concern basis.

11. Risk Mangement:

The Companys properties continued to be adequately insured against risks such as fires, riots etc.

12. ACKNOWLEDGEMENT:

Your directors take this opportunity to offer their sincere thanks to various Departments of the Central and State Governments, our Bankers, Share holders, Customers, employees & consultants for their unstinted support and assistance.

For and on behalf of the Board,

Place: Aurangabad Vijay Sabarwal Stuart Cox

Date: Aug. 11, 2010 Director Director

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