Directors Report of Maharashtra Corporation Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting 42^nd Annual Report of the Company together with
the Audited Statement of Accounts for the year ended 31^st March, 2024.

FINANCIAL SUMMARY/HIGHLIGHTS

The Company''s performance during the year ended 31^st March, 2024 as compared to the
previous financial year, is summarized below:

(RuDees in Lacs)

	For the financial	For the financial
	year ended	year ended
	31st March, 2024	31st March, 2023
Income	79.49	113.11
Less: Expenses	55.62	41.07
Profit/ (Loss) before tax	23.87	72.04
Less: Provision for tax Current	-	-
Deferred Tax	-	-
Income Tax of earlier years w/off	-	-
Exception Income	-	-
Exception expenditure	-	-
Less :- Current Tax	-	-
Profit after Tax	23.87	72.04

APPROPRIATIONS

Interim Dividend	-	-
Final Dividend	-	-
Tax on distribution of dividend	-	-
Transfer of General Reserve	-	-
Balance carried to Balance sheet	23.87	72.04

PERFORMANCE

FY 2023-24 closed with Revenues of ?78 Lakhs, EBITDA of ?23.87 Lakhs, PAT of ?23.87
Lakhs and EBITDA margins of 30.60%.

OPERATIONS:

There was no change in nature of the business of the Company, during the year under review.
RESERVES

During the year under review, Company has not transferred any amount into the reserves.
DIVIDEND

With a view to conserve resources, your Directors have thought it prudent not to recommend any
dividend for the financial year under review.

SHARE CAPITAL

As of March 31, 2024, the company''s paid-up equity share capital was ?62.08 Crores. During the
year, there were no public issues, rights issues, bonus issues, preferential issues, or any other
form of share issuance. Additionally, the company did not issue shares with differential voting
rights or sweat equity shares.

The equity share capital includes the shares allotted following the Board of Directors'' approval
on December 13, 2021, for a rights issue to existing shareholders. The Allotment Committee
approved the allotment of 44,11,75,651 fully paid equity shares, each with a face value of ?1.
The balance payment of ?0.75 per share, received during the year, was included in this
allocation. Consequently, the total face value of the newly allotted shares amounted to ?44.12
Crores, contributing to the total paid-up equity share capital of ?62.08 Crores as of the fiscal
year-end.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

There were no adverse material changes or commitments occurred between the end of financial
year and date of this report, which may affect the financial position of the Company or may
require disclosure.

BOARD MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During FY 2023¬
24, eight meetings of the Board of Directors were held on May 05, 2023; June 16, 2023; August
14, 2023; August 21, 2023; September 06, 2023; November 06, 2023; November 11, 2023; and
February 13, 2024. The maximum time gap between any two consecutive meetings did not
exceed one hundred and twenty days.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Board comprises of Mr. Kuldeep Kumar - Chairman, Ms.
Madhubala Vaishnav - Member and Mr. Sanjay Rajak- Member. All recommendations given by
Audit Committee during FY 2023-24 were accepted by the Board.

Further details on the Audit Committee and other Committees of the Board are given in the
Corporate Governance Report, which forms a part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment and Resignation

The shareholders at the 41st Annual General Meeting held on September 30, 2023 approved
appointment of Mr. Ravi Kumar Rajak (DIN: 09438686), Director retiring by rotation.

Retirement by Rotation

In accordance with the Articles of Association and as per provisions of Section 152(6) of the
Companies Act, 2013, Mr. Tilokchand Kothari, Director (DIN: 00413627) retires by rotation at
the ensuing Annual General Meeting of the Company and being eligible, offers himself for re¬
appointment. Your Board recommends his re-appointment.

Board of Directors in their Meeting held on 29^th August, 2024 approved the appointment of Ms.
Anju Pareek as an Non-Executive Independent Director of the Company for first term of five
years subject to approval of Members.

Further in the same meeting, approved re-appointment of Ms. Madhubala Vaishnaw and Mr.
Kuldeep Kumar as a Non-Executive Independent Director for second term of five years.

Except as stated above, there was no change in the composition of the Board of Directors and

Key Managerial Personnel.

In terms of provisions of Section 203 of the Act, and the Rules made thereunder, following are
the Key Managerial Personnel (KMP) of the Company:

1. Mr. Ravi Kumar Rajak - Chief Financial Officer

2. Mr. Amandeep - Chief Executive Director

3. Ms. Hardika Solanki - Company Secretary

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

The Board of Directors of the Company is committed to assessing its own performance as a
Board in order to identify its strengths and areas in which it may improve its functioning. To that
end, the NRC has established processes for performance evaluation of Independent Directors, the
Board and Committees of the Board. Pursuant to the provisions of the Act and the Listing
Regulations, the Board has carried out an annual evaluation of its own performance, performance
of its Committees as well as the Directors individually.

The Board has, on the recommendation of the NRC framed a policy for selection and
appointment of Directors, Senior Management and their remuneration (‘NRC Policy’). The NRC
Policy of the Company includes criteria for determining qualifications, positive attributes and
independence of a director and policy relating to the remuneration of Directors, Key Managerial
Personnel and other employees. The NRC Policy is framed with the object of attracting, retaining
and motivating talent which is required to run the Company successfully. The Policy can also be
accessed on Company’s website at www.mahacorp.in

COMPLIANCE WITH SECRETARIAL STANDARDS

Directors confirm that the Secretarial Standard - 1 on Meetings of Board of Directors and
Secretarial Standard - 2 on General Meetings, issued by The Institute of Company Secretaries of
India, have been duly complied with.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the transactions with Related Parties are placed before the Audit Committee for its approval.
A statement containing details of all Related Party Transactions are placed before the Audit
Committee and the Board of Directors for review on a quarterly basis and for prior approval
whenever there is a requirement for such approvals. The omnibus approval of the Audit
Committee is obtained on a yearly basis for the transactions which are of a foreseeable and
repetitive nature. The transactions entered into pursuant to omnibus approval are placed before
Audit Committee and Board of Directors on quarterly basis. The policy on Related Party
Transactions (RPT) is available on the website of the Company at www.mahacorp.in

All the related party transactions for the year under review were in the ordinary course of
business and on an arm’s length basis and hence disclosure in Form AOC-2 is not required. No
material related party transactions were entered with related parties during the year under review
and there were no materially significant transactions with any of the related parties that may have
potential conflict with the interest of the Company at large.

The details of transactions with related parties as per the requirement of IND-AS are disclosed in
the notes to the Financial Statements.

PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the
Act are given in the notes to the Financial Statements.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of
Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit)
Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to
deposits covered under Chapter V of the Act or the details of deposits which are not in compliance
with the Chapter V of the Act is not applicable.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint
venture company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to
the Company, hence Company has not constituted the Corporate Social Responsibility
Committee.

STATUTORY AUDITORS

M/s. Bhatter & Associates, Chartered Accountant (Firm Registration No. 131411W) has been
appointed as the Statutory Auditors in the Extra-Ordinary General Meeting held on November
04, 2022 for the first term of five consecutive years from the conclusion of that Extra-Ordinary
General Meeting till the conclusion of 45^th Annual General Meeting in the financial year 2027¬
28.

STATUTORY AUDITOR’S REPORT

There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in
their report for the financial year ended March 31, 2024.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Act, M/s Kirti Sharma & Associates, Practicing Company
Secretary, was appointed to conduct the Secretarial Audit of the Company, for the financial year
ended March 31, 2024. The Report of the Secretarial Auditor is annexed to this Report. The
Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL FINANCIAL CONTROLS

The Company has in place an adequate budgetary control system and internal financial controls
with reference to financial statements. No reportable material weaknesses were observed in the
system during the previous fiscal. Further, the Company has laid down internal financial control
policies and procedures which ensure accuracy and completeness of the accounting records and
the same are adequate for safeguarding of its assets and for prevention and detection of frauds
and errors, commensurate with the size and nature of operations of the Company. The policies
and procedures are also adequate for orderly and efficient conduct of business of the Company.

DETAILS REGARDING FRAUDS REPORTED BY AUDITORS UNDER SECTION
143(12)

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has
reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details of
which would need to be mentioned in the Boards’ report.

RISK MANAGEMENT

Risk Management is the process of identification, assessment, and prioritization of risks followed
by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities. The Company has laid a
comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit
committee and approved by the Board from time to time. These procedures are reviewed to
ensure that executive management controls risk through means of a properly defined framework.
The policy has been hosted on Company’s website www.mahacorp.in.

WHISTLE BLOWER MECHANISM

The Company has established a vigil mechanism and formulated the Whistle Blower Policy
(WB) to deal with instances of fraud and mismanagement, if any. The details of the WB Policy
are explained in the Corporate Governance Report and also posted on the website of the
Company.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SUB-SECTION (6) OF SECTION 149

The Company has received necessary declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under section 149(7) of the Act and
Regulation 16 and 25 of the Listing Regulations. The Mr. Sanjay Rajak and Ms. Madhubala
Vaishnav, Independent Directors of the Company have also registered themselves in the
databank with the Indian Institute of Corporate Affairs and confirmed compliance of relevant
provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules,
2014. The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and they hold the highest standards of integrity.

The terms and conditions of appointment of Independent Directors have been disclosed on the
website of the Company at www.mahacorp.in

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, and as per provisions of the Companies Act, 2013 and Rules
made there under, the Company has put in place a Familiarization Program for the Independent
Directors to familiarize them with the Company, their roles, rights, responsibilities and
obligations in the Company, nature of the industry in which the Company operates, business
model etc. The same is available on the website of the Company at www.mahacorp.in

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided as Annexure I to this Report.

A statement containing particulars of employees as required under Section 197(12) of the Act
read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided as a separate annexure forming part of this Report. However,
the Annual Report is being sent to the members excluding the aforesaid annexure. The said
information is available for electronic inspection during working hours and any member
interested in obtaining such information may write to the Company Secretary or Registrar and
Transfer Agent and the same will be furnished on request.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3) (a) of the Companies Act,
2013, the Annual Return for the year ended on March 31, 2024 is available on the website of the
Company and web-link of the same is: https://mcl.visagar.com/admin/uploads/MGT-7 MCL.pdf

CORPORATE GOVERNANCE

A Report on Corporate Governance as annexed in Annexure II, in terms of Regulation 34 of the
Listing Regulations, along with a Certificate from Practicing Company Secretary, certifying
compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is
presented in a separate section forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, giving detailed analysis
of Company’s operations, as stipulated under Regulation 34 of the Listing Regulations, is
annexed as Annexure III forming part of this Annual Report.

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

There was no technology absorption and no foreign exchange earnings or outgo, during the year
under review. Hence, the information as required under Section 134(3)(m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil. The

Company has not entered into any technology transfer agreement.

GENERAL

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules,
2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR
TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the
going concern status and the Company’s operations in future.

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial
statements of the Company for the year ended 31^st March, 2024, the Board of Directors hereby
confirms that:

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

b. such accounting policies have been selected and applied consistently and the Directors
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31^st March, 2024 and of the
profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

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

e. the annual accounts of the Company have been prepared on a going concern basis;

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

c. DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT

The Company is committed to maintaining productive environment for all its employees at
various levels in the organisation, free of sexual harassment and discrimination on the basis
of gender.

The Company has framed a policy on Prevention of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 (“POSH Act”).

The Company is not required to constitute Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as
number of employees is less than ten.

d. DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was filed for corporate insolvency resolution process, by a financial or
operational creditor or by the company itself under the IBC before the NCLT.

e. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE
AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE
TIME SETTLEMENT

There was no instance of onetime settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENT

Directors would like to express their appreciation for the assistance and co-operation received
from the financial institutions, banks, Government authorities, customers, vendors and members
during the year under review.

Directors take on record their deep sense of appreciation to the contributions made by the
employees through their hard work, dedication, competence, support and co-operation towards
the progress of our Company.

For and on behalf of the Board of Directors

Sd/- Sd/-

Tilokchand Kothari Ravi Kumar Rajak

Director Director

DIN: 00413627 DIN: 09438686

Place: Mumbai
Date: 29/08/2024

---

Mar 31, 2015

Dear Members,

Your Directors are pleased to present their 33rd Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the financial year ended March 31, 2015 and the Auditors Report thereon.

FINANCIAL PERFORMANCE:

(Rs. In Lacs)

Nine Months Year Ended Period Ended Particulars 31-03-2015 31-03-2014

Total Revenue 284.52 196.55

Less: Total Expenses 281.12 189.65

Profit before Tax 3.40 6.90

Less : Provision For Tax 1.20 2.00

Less : Deffered Tax 0.09 -

Less : Short/ Excess earlier year - -

Profit/ (Loss) after Tax 2.10 4.90

* OPERATIONS :

During the year under review, the Company earning a total revenue of Rs. 284.52/- Lacs in comparison to the total revenue of Rs. 196.55/- Lacs generated in previous nine months period ended 31st March 2014. The profit after tax comes to Rs. 2.10 lakhs during the year as compared to Rs. 4.57 Lakhs in previous nine months period ended 31st March 2014. The reason behind the decrease in profit after tax is increase in total expenses.

Your Directors are trying hard to reduce the expenses so that the profit margin can be increased. Your Directors are optimistic about favourable market conditions in the coming years which shall further result into good profits.

* DIVIDEND:

In order to plough back the profits for future operations, the Board of Directors of your Company do not recommend any dividend for the year 2014-15.

* DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED:

In accordance with the provisions of section 152[6] of the Act and in terms of Articles of Association of the Company, Mr. Tilokchand Kothari [DIN: 00413627] will retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his reappointment.

During the year under review, Mr. Ravi Grover has resigned from the Directorship w.e.f. 23rd January 2015. The Board has accepted his resignation by way of Circular Resolution. Mr. Kanwarlal Rathi has been appointed on Board w.e.f. 27th August 2014. He was regularized at the Annual General Meeting held on 30th September 2014 and in the same Meeting, the Shareholders have granted their approval for appointing him as Whole - Time Director of the Company.

* DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed both under Section 149 (6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Bombay Stock Exchange (BSE).

* INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information, compliance of various internal controls and other regulatory and statutory compliances. Internal Audit is conducted throughout the organization by qualified independent Internal Auditors. Findings of the Internal Audit Report are reviewed by the Management and by the Audit Committee of the Board and proper follow up actions are ensured wherever required.

* CHANGE IN THE NATURE OF BUSINESS:

During the period under review, there is no change in the nature of business of the Company. The Company continues to operate in the trading of grey cloth.

* EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A".

* MEETINGS OF THE BOARD:

During the year, Eight (8) Board Meetings were held by the Company on May 15, 2014, May 29, 2014, July 09, 2014, July 25, 2014, August 13, 2014, August 27, 2014, November 14, 2014 and February 14, 2015.

The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement entered with the BSE. The details of the Committee Meetings held during the period under review forms part of the Corporate Governance Report.

* DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors state that:

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

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

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

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

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and

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

* NOMINATION AND REMUNERATION COMMITTEE POLICY:

The Board has on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report as hosted on the www.mahacorp.in website of the company.

* AUDIT COMMITTEE:

The Audit Committee of the Board of Directors of the Company, comprises of three (3) Members, namely Mr. Rajendra Mehta, Ms. Jayanti Sharma and Mr. Tilokchand Kothari. Two- third of the Members are Independent Directors and one is Executive Director. The Chairman of the Committee is Mr. Rajendra Mehta who is an Independent Director. The detail of terms of reference of Audit Committee, number and dates of meetings held and attendance of the Members therein have been specified separately in the attached Corporate Governance Report. The Board accepted the recommendations of the Audit Committee whenever made by the Committee during the year.

* PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

* BOARD PROCEDURE:

Board members are given appropriate documents and information in advance of each Board and Committee Meeting to enable the Board to discharge its responsibilities effectively by taking well informed decisions. To enable the Board to discharge its responsibilities effectively, the Managing Director reviews Company's overall performance. The functions performed by the Board includes, in addition to the legal matters compulsorily required to be performed by it, review of:

* Strategy and Business Plan

* Annual operating and capital expenditure budgets

* Investment and exposure limits

* Compliance with statutory/regulatory requirements and review of major legal issues

* Approval of quarterly/annual results

* Review of the minutes of the Board Meeting, Audit Committee Meeting, Stakeholders Relationship Committee and Nomination & Remuneration Committee.

* AUDITORS & AUDITORS REPORT:

M/s. Lakhpat M. Trivedi & Co., the Auditors retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013.

The Statutory Auditors M/s. Lakhpat M. Trivedi & Co., Chartered Accountants have issued their reports on Standalone Financial Statements for the year ended 31st March 2015. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Your Directors recommend reappointment of M/s. Lakhpat M. Trivedi & Co. as the Auditors of the Company.

* SECRETARIAL AUDIT REPORT:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, a secretarial audit was conducted during the year by Secretarial Auditors M/s. Rituraj & Associates. The Secretarial Auditor's Report is attached as annexure and form part of this report. There is one observation made by the Secretarial Auditors in their Audit Report as follows:

Company has not appointed Company Secretary under section 203 of the Companies Act, 2013 and Rules there under

To this we would like to clarify that the Company had made very attempt to appoint a Company Secretary in the year under review. However, Company was not able to find the same on the salary which can be at par with the Company's growth and financial ability. However, your Directors assures that they shall appoint a befitting candidate as soon as possible. The Secretarial Audit Report forms part of this Notice as "Annexure B".

* INTERNAL AUDITOR:

During the financial year the Company has appointed M/s. RNA & Associates, Chartered Accountants, (Firm Registration No. 136734W) as Internal Auditor of the Company as per Section 138 of the Act.

* RISK MANAGEMENT:

Risk Management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework as hosted on the www.mahacorp.in website of the company.

* PUBLIC DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of Section 73 of the Companies Act, 2013 and the rules made there under.

* RELATED PARTY TRANSACTIONS:

There were no related party transactions made by the Company during the year, hence Form AOC-2 is not applicable to the Company.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://mcl.visagar.com/attachments/policyrtp.pdf. The Disclosures on related party transactions are set out in Notes to the Financial Statement.

* PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:

Details of Loan, Guarantees and Investments covered under the provisions of the Act, are disclosed in the notes to the Financial Statements.

* MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year ended 31st March 2015, there were no material changes and commitment affecting the financial position of the Company have occurred between the year ended 31st March 2015 to which financial results relate and the date of the Report.

* PERFORMANCE EVALUATION OF THE BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

* CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities.

* SHARE CAPITAL:

The Issued, Subscribed & Paid up Capital of the Company as on 31st March 2015 stands at Rs. 135,333,330/- divided into 135,333,330 Equity Shares of Re. 1/- each. During the year, the Company has not issued shares with differential voting rights nor granted any stocks options or sweat equity.

The Company had however during the year, sub-divided the Equity Share of the Company having a Nominal Face Value of Rs.10/- (Rupees Ten) Only each fully paid-up, into 10 (Ten) Equity Shares of the Nominal Face Value of Re. 1/- (Rupee One only) each fully paid-up.

* DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The IS IN No. INE272E01027 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

* LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. Your Company had duly paid the Annual Listing Fees to the Stock Exchange.

* INSURANCE:

The fixed assets of the Company have been adequately insured.

* VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a vigil mechanism policy in place to enable the Directors and employees to report their genuine concerns or grievances by having a direct access to the Chairman of the Audit Committee and the Chief Financial Officer of the Company. The details of the vigil mechanism is explained in the Corporate Governance Report and also hosted on the website of the Company, the web link of which is http://mcl.visagar.com/attachments/VIGILMechanismMCL.pdf

* SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

* MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report at "Annexure - C".

* CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement entered with the BSE, a separate Report on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

Further, as per Clause 49 of the Listing Agreement entered with the BSE, CEO/CFO Certification confirming the correctness of the financial statements, adequacy of the internal control measures and reporting of matters to the Audit Committee forms an integral part of this Report as "Annexure-D".

* PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable to the Company as the Directors and Key Managerial Persons are not in receipt of any remuneration Ms.Jayanti Sharma, Mr.Rajendra Mehta and Mr. Tilokchand Manaklal Kothari have been paid sitting fees,details of which are given in MGT-9 Annexed hereto.

* CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO:

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is to be regarded as Nil.

The Company has not entered into any technology transfer agreement.

* DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION-PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace and the same is hosted on the www.mahacorp.in website of the company. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received: Nil Number of Complaints disposed off: Nil

* APPOINTMENT POLICY

The Appointment Policy for Independent Directors, Key Managerial Personnel & Senior Executives will be as under-

A. Independent Directors:

Independent Directors will be appointed based on the criteria mentioned under section 149(6) of the Companies Act, 2013 and in accordance with other applicable provisions of the Companies Act, 2013, rules made thereunder & Listing Agreements entered with Stock Exchanges.

B. Key Managerial Personnel (KMP):

KMP will be appointed by the resolution of the Board of Directors of the Company, based on qualifications, experience and exposure in the prescribed field. Removal of the KMP will also be done by the resolution of Board of Directors of the Company. Appointment/ Removal will be in accordance with the provisions of the Companies Act, 2013, rules made thereunder and Listing Agreements entered with Stock Exchanges.

C. Senior Executives:

Senior Executive will be appointed by the Chairman and the Managing Director and/or Executive Director of the Company based on their qualifications, experience and exposure. Removal of the Senior Executives will also be by Chairman, Managing Director and/or Executive Director. Further, appointment and removal will be noted by the Board as required under clause 8(3) of Companies (Meeting of Board and its Powers) Rules, 2014.

* ACKNOWLEDGEMENT:

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

Registered Office: By Order of the Board of Directors 907/908, Dev Plaza, Opp. Andheri Fire For Maharashtra Corporation Limited Station, S.V. Road, Andheri (West), Mumbai - 400058 Sd/- Tilokchand Kothari Place: Mumbai Chairman & Director Date: 14.08.2015 (DIN: 00413627)

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Mar 31, 2014

The Members,

MAHARASHTRA CORPORATION LIMITED

The Directors are pleased to present their 32nd Annual Report together with the Balance Sheet and the Profit and Loss Accounts for Nine (9) months period ended 31st March, 2014 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

Nine Months Period Ended Year Ended Particulars 31-03-2014 30-06-2013

Profit before Tax 689,625 609,961

Less : Provision For Tax 200,000 76,000

Less : Deffered Tax - -

Less : Short/ Excess earlier year - 76,618

Profit/(Loss) after Tax 489,625 457,343

Profit / (Loss) brought from Previous Year 11,803,877 11,346,534

Balance carried to Balance Sheet 12,293,502 11,803,877

#The Company changed its accounting year from year ended June 30 to year ended March 31 effective this year. Accordingly, these financial statements are prepared for 9 months'' period from July 1, 2013 to March 31, 2014.

OPERATIONS:

During the year under review, the profit after tax has come to Rs. 489,625/- as against Rs. 457,343/- of the previous year. The resources of the Company were optimally utilized to maximize the return with minimum risk. The Proactive and Pragmatic approach of the Company has reflected in the results in spite of the difficult and turbulent Economic conditions prevailing in the Country.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and therefore do not recommend any dividend for the year ended 31st March, 2014.

DIRECTORS:

Mr. Tilokchand Kothari is liable to retire by rotation, being eligible, offers himself for re-appointment.

The Board of Directors of the Company in their Meeting held on 27th August 2014 had appointed Mr.

Kanwarlal Rathi as Additional Director and has proposed to appoint him as Whole Time Director subject to the approval of Members in the Annual General Meeting.

The Company has received nomination of Mr. Tilokchand Kothari and Mr. Kanwarlal Rathi for appointment as Directors in terms of Section149 of the Companies Act, 2013.

Mr. Rajendra H Mehta (DIN 00380904), Mr. Ravi Grover (DIN 00004472) and Ms. Jayanti Sharma (DIN 05285845), Non executive Directors of the Company, Independent Directors as per Clause 49 of the Listing Agreement with Stock Exchanges are proposed to be appointed as Independent Directors for five consecutive years for a term up to March 31, 2019 in accordance with Section 149 of the Companies Act, 2013. Notices have been received from Members proposing the aforesaid three Directors as candidates for the office of Director of the Company. In the opinion of the Board, aforesaid persons fulfil the conditions specified in the Companies Act, 2013 and rules made thereunder for their appointment as Independent Directors of the Company and are independent of the management. The Board considers that their continued association would be of immense benefit to the Company.

Accordingly, the Board recommends appointment of the aforementioned Directors for the approval by the shareholders of the Company.

CHANGE IN FINANCIAL YEAR:

The Board of Directors of the Company in their Meeting held on 15th May 2014 approved change in the financial year of the Company from June- July to April - March effective from 1st April, 2014. In view of the same, the current financial year is for a period of 9 months, i.e., 1st July 2013 to 31st March, 2014.

FIXED DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE272E01019 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity Shares of the Company are listed with the Bombay Stock Exchange Limited. The Annual Listing Fees to the Stock Exchange has been duly paid by the Company.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the Employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s. Lakhpat M Trivedi & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under Section 139 of the Companies Act, 2013. Your Directors recommend reappointment of M/s Lakhpat M Trivedi & Co. as the Auditors of the Company.

CORPORATE GOVERNANCE:

Report on Corporate Governance alongwith the Certificate of the Auditors, M/s. Lakhpat M Trivedi & Co., confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 2013, with regard to conservation of energy and technology absorption are not applicable to the Company at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, your Directors state that;

1) in the preparation of the accounts, the applicable accounting standards have been followed;

2) accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2013 and the profit of the Company for the nine months period ended on that date;

3) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4) the Annual Accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board of Directors For Maharashtra Corporation Limited

Sd/-

Tilokchand Kothari Director

Place: Mumbai Date: 29.05.2014

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Jun 30, 2013

The Members of MAHARASHTRA CORPORATION LIMITED

The Directors are pleased to present their 31st Annual Report together with the Balance Sheet and the Profit and Loss Accounts for the year ended 30th June, 2013 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

Year Ended Year Ended Particulars 30-06-2013 30-06-2012

Profit before Tax 609,961 329,549

Less : Provision For Tax 76,000 67,000

Less : Deffered Tax 5,119

Less : Short/ Excess earlier year 76,618 3,313

Profit after Tax 457,343 254,117

Profit / (Loss) brought from Previous Year 11,346,534 11,092,417

Balance carried to Balance Sheet 11,803,877 11,346,534

PERFORMANCE:

During the year under review, the profit after tax has come to Rs. 457,343/- as against Rs. 254,117/- of the previous year, thereby recording an increase of 79.97%. The resources of the Company were optimally utilized to maximize the return with minimize risk. The Proactive and Pragmatic approach of the Company has reflected in the results in spite of the difficult and turbulent Economic conditions prevailing in the Country.

DIVIDEND:

Your Directors feel that it is prudent to plough back the profits for future growth of the Company and therefore do not recommend any dividend for the year ended 30th June, 2013.

DIRECTORS:

Mr. Ravi Grover is liable to retire by rotation, being eligible, offers himself for re-appointment.

The Company has not received any nomination for appointment as a Director in terms of Section 252(1) of the Companies Act, 1956 from the small shareholders.

FIXED DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No. INE272E01019 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity shares of the Company are listed with the Bombay Stock Exchange Limited. The Company is regular in payment of annual listing fees to this Stock Exchange.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Lakhpat M Trivedi & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956. Your Directors recommend reappointment of M/s Lakhpat M Trivedi & Co. as the Auditors of the Company.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(1)(e) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that;

a) in the preparation of the accounts, the applicable accounting standards have been followed;

b) accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of June 30, 2012 and the profit of the Company for the year ended on that date;

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

d) the Annual Accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT:

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board of Directors

For Maharashtra Corporation Limited

Sd/-

Tilokchand Kothari

Director

Place: Mumbai

Date: 27.08.2013

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Jun 30, 2010

The Directors are pleased to present their 28th Annual Report together with the Balance Sheet as at 30th June, 2010 and the Profit and Loss Accounts for the year ended 30th June, 2010 and the Auditors Report thereon.

BUSINESS PERFORMANCE

Current Year Current Year Ended Ended 30-06-2010 30-06-2009 (Rs.) (Rs.)

Gross Income 19,197,201 15,098,465

Total Expenditure 18,596,232 14,837,244

Profit before Tax 600,969 261,211

Less : Provision For Tax 3,099 14,657

Profit after Tax 597,870 246,564

Profit / (Loss) brought from Previous Year 10,373,647 10,127,083

Balance carried to the Balance Sheet 10,971,517 10,373,647

PERFORMANCE:

The resources of the Company were optimally utilized to maximize the return with minimize risk. The Proactive and Pragmatic approach of the Company has reflected in the results in spite of the difficult and turbulent Economic conditions prevailing in the Country.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended 30th June, 2010 in view to conserve the resources.

DIRECTORS:

Mr. Jethmal Rathi and Ramesh Kumar Bhattar is liable to retire by rotation, being eligible, offers himself for re-appointment.

FIXED DEPOSITS;

The Company has not accepted any deposit from the general public within the meaning of section 58A of the Companies Act, 1956 and the rules made there under.

DEMATERIALISATION OF SHARES;

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No.INE272E01019 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity shares of the Company are listed with the Stock Exchange, Mumbai. The Company is regular in payment of annual listing fees to this Stock Exchange.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s Lakhpat N Trivedi & co.. Chartered Accountants, has been appointed as the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting up to the conclusion of next Annual General Meeting of the Company, in place of the retiring Auditors Messrs B. P. Trivedi & Associates., Chartered Accountants, to examine and audit the account of the Company for the financial year ending 30th June, 2010, at such remuneration as may be mutually agreed between the Board of Directors of the Company."

ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE;

Since, the Company do not have any manufacturing unit, all provisions of Section 217(lXe) of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that;

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

2) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the stale of affairs of the Company as at the end of June 30, 2010 and the profit of the Company for the year ended on that date.

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

4) The annual accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board For Maharashtra Overseas Limited

Sd/- Jethmal Rathi Director Place : Mumbai Date : 13.11.2010

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Jun 30, 2009

The Directors are pleased to present their 27th Annual Report together with the Balance Sheet as at 30th June, 2009 and the Profit and Loss Accounts for the year ended 30th June, 2009 and the Auditors Report thereon.

BUSINESS PERFORMANCE:

Current Year Previous Year

Ended Ended

30-06-2009 30-06-2008

(Rs.) (Rs.)

Gross Income 15,098,465 (4,083,320)

Total Expenditure 14,837,244 22,726,848

Profit before Tax 261,211 (26,810,168)

Less : Provision For Tax 14,657 50,714

Profit after Tax 246,564 (26,860,882)

Profit / (Loss) brought from Previous Year 10,127,083 36,987,965

Balance carried to the Balance Sheet 10,373,647 10,127,083



PERFORMANCE:

The resources of the Company were optimally utilized to maximize the return with minimize risk. The Proactive and Pragmatic approach of the Company has reflected in the results in spite of the difficult and turbulent Economic conditions prevailing in the Country.

DIVIDEND:

Your Directors do not recommend any dividend for the year ended 30th June, 2009 in view to conserve the resources.

DIRECTORS:

Mr. Jethmal Rathi is liable to retire by rotation, being eligible, offers himself for re- appointment.

The Company has not received any nomination for appointment as a Director in terms of Section 252(1) of the Companies Act, 1956 from the small shareholders.

FIXED DEPOSITS:

The Company has accepted any deposit from the general public within the meaning of section 58A of the Companies Act 1956 and the rules made there under.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. The ISIN No.lNE272E01019 has been allotted for the Company Shares. Therefore, the members and/or investors may keep their shareholdings in the electronic mode with their Depository Participant.

LISTING OF SHARES:

Equity shares of the Company are listed with the Stock Exchange, Mumbai. The Company is regular in payment of annual listing fees to these Stock Exchange.

PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration in excess of the limit prescribed under the Companies (Particulars of the employees) Rules 1975.

AUDITORS & AUDITORS REPORT:

M/s B. P. Trivedi & Associates, Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have given a certificate under section 224(1 B) of the Companies Act 1956. Your Board recommend for their re-appointment on such remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors Report are self explanatory and needs no comments.

ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE:

Since, the Company do not have any manufacturing unit, all provisions of Section 217(l)(ej of the Companies Act, 1956, with regard to conservation of energy and technology absorption are not applicable to the at this stage.

The Company has not incurred any expenditure or earned any incomes in foreign currency during the period under review.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your Directors state that;

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

2} Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimate were made so as to give a true and fair view of the state of affairs of the Company as at the end of June 30, 2009 and the profit of the Company for the year ended on that date.

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

4) The annual accounts of the Company have been prepared on a going concern basis.

ACKNOWLEDGEMENT

Your Directors take the opportunity to express their grateful appreciation for the excellent assistance and co-operation received from their Bankers, Customers etc. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year.

By Order of the Board

For Maharashtra Overseas Limited

Sd/-

Jethmal Rathi

Director

Place : Mumbai

Date : 13.11.2009