Directors Report of Manaksia Ltd.

Mar 31, 2025

Your directors present their Forty-First Annual Report on the business and operations of the Company together with the Audited
Financial Statements (both Standalone & Consolidated), for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE:

The financial performance of your Company for the Financial Year ended March 31, 2025 is summarized below:

Particulars	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Total Revenue	17546.06	17298.97	78536.89	76464.49
Earning before Interest, Tax, Depreciation & Amortization (EBITDA)	824.21	1687.65	10847.94	15893.02
Profit Before Tax (PBT)	692.81	1609.76	8478.65	10410.03
Less: Provision for Taxation	88.14	(224.09)	2666.27	2540.02
Less: Share of Profit transferred to Minority Interest	-	-	214.70	314.94
Profit After Tax (PAT)	604.67	1833.85	5597.68	7555.07
Other Comprehensive Income (OCI)	2.29	2.29	(3410.21)	(63002.35)
Total Comprehensive Income for the year	606.96	1836.14	2402.17	(55132.34)
Balance brought forward from previous year	9969.08	10099.63	162666.56	157077.91
Adjustments	1.73	1.62	(298.44)	(0.40)
Total (other than OCI)	10575.48	11935.10	167965.80	164632.58
Dividend on Equity Shares	-	1966.02	-	1966.02
Transfer to General Reserve	-	-	-	-
Surplus Carried to Balance Sheet	10575.48	9969.08	167965.80	162666.56

STATE OF COMPANY’S AFFAIRS AND FUTURE
OUTLOOK

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

CHANGES IN THE NATURE OF BUSINESS,
IF ANY

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

DIVIDEND

In order to retain the surplus within the Company, the
Directors deem it proper to not to propose any dividend for
the financial year ended March 31, 2025.

Dividend Distribution Policy

In terms of Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”), the Board of Directors of the Company has
formulated and adopted the Dividend Distribution Policy. The
said policy has been uploaded at the website of the Company
and is available at the following link: https://www.manaksia.
com/DividendDistributionPolicy.pdf

Investor Education and Protection Fund (IEPF)

As stipulated by the applicable provisions of the Companies
Act, 2013 (‘the Act'') read with IEPF (Accounting, Audit,
Transfer & Refund) Rules, 2016, as amended (‘the IEPF Rules''),
all unpaid or unclaimed dividend required to be transferred by
the Company to the IEPF has been transferred, details whereof
are provided on the Company''s website: www.manaksia.com.

In accordance with the said provisions, an amount of
H2,75,016/- pertaining to unpaid interim dividend for the
financial year 2017-18, as lying in the Unpaid Dividend
Account, has been transferred to the Investor Education and
Protection Fund (IEPF) on November 20, 2024.

Pursuant to the provisions of Section 124(6) of the Act read
with the IEPF Rules, all the shares on which dividends remain
unpaid or unclaimed for a period of seven consecutive years
or more shall be transferred to the demat account of the
IEPF Authority (‘IEPF Account'') as notified by the Ministry
of Corporate Affairs. In accordance with the said provisions,
2,012 equity shares of H2/- each were transferred, to the IEPF
account, in November, 2024, in respect of which dividend had
not been claimed by the members for seven consecutive years
or more as on the cut-off date, i.e. October 06, 2024. The
details of shares transferred to the IEPF Account are uploaded
on the Company''s website.

TRANSFER TO RESERVES

The Board of Directors of the Company (the ‘Board'') did not
propose any amount for transfer to the General Reserve.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March
31, 2025 stood at H1310.68 Lacs. During the year under
review, the Company has not issued any further shares.

During the year under review, there are no changes in the
authorized, issued, subscribed and paid-up share capital of
the Company.

During the year under review, there were no reclassification,
sub-division, reduction of share capital, buy back of shares,
changes in capital structure resulting from restructuring and
changes in voting rights of the equity shares of the Company.

DETAILS PERTAINING TO SHARES IN SUSPENSE
ACCOUNT

Details of shares held in the demat suspense account
as required under Regulation 34(3) read with Schedule
V of the Listing Regulations form part of the Corporate
Governance Report.

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

There was no such instance during the year under review.

DEMERGER OF METAL PRODUCT BUSINESS
UNDERTAKING

The Board on the recommendation of the Audit Committee
and Independent Directors Committee at its meeting held
on March 26, 2025 had accorded its approval to the draft
Scheme of Arrangement between Manaksia Limited (“ML”
or the “Demerged Company”) and Manaksia Ferro Industries
Limited (“MFIL” or the “Resulting Company”), a wholly owned
subsidiary of the Demerged Company, and their respective
shareholders (‘Scheme’) that provides for demerger of metal
products business undertaking to the Resulting Company
subject to the requisite approval of shareholders and
creditors of the Company, the sanction of Hon''ble National
Company Law Tribunal, Kolkata Bench requisite approval of
the Securities and Exchange Board of India (the “SEBI”) and
National Stock Exchange of India Ltd and BSE Ltd (collectively
the “Stock Exchanges”) and such other approvals/ permissions
as may be required under applicable law.

Upon effectiveness of this Scheme, the Demerged Undertaking
shall be transferred and vested into the Resulting Company,
on a going concern basis. In consideration for the transfer
and vesting of the Demerged Undertaking of the Company to

the Resulting Company, all the equity shareholders (promoter
and non-promoters) of the Company, as on the Record Date
(as defined in the Scheme) shall receive equity shares of the
Resulting Company in the same proportion as their holding
in the Company. There will be no change in the economic
interest of the shareholders of the Company, before and
after the Scheme. Further, once the Scheme is effective, the
Resulting Company will have replica/ mirror shareholding
of the Demerged Company and upon the effectiveness of
the Scheme and subject to receipt of regulatory approvals,
the equity shares of the Resulting Company issued as
consideration to the shareholders of the Company in terms of
the Scheme, will be listed on the Stock Exchanges.

OPERATIONS AND BUSINESS PERFORMANCE

The Company is engaged in manufacturing operations through
Overseas and Indian subsidiaries. The overseas subsidiaries
are based in Nigeria and Ghana. The Nigerian overseas
companies manufacture steels and aluminum roofing sheets,
packaging papers, ROPP and crown closures. The Indian
subsidiary manufactures sponge iron.

In the Indian Subsidiary, the demand for metal remained
sluggish as such there was tremendous pressure on price of
metal products. As a result, there was a decrease in sales but
the company did well by increasing its operational profit over
last year. The challenges faced by the Company in Nigeria
continues. The Country''s currency further depreciated from
1330.26 Naira to a US dollar at the end of the last financial
year to 1536.32 Naira to a US dollar at the close of the year
under review.

This currency depreciation enhanced inflation on the one
hand and eroded consumption confidence at the other.

The Company irrespective of the above challenges maintained
its competitive position in each business- market leading
position in the construction sheet and metal caps cum closures
market as well as a number two position in the packaging
paper market in Nigeria.

Further details of sectoral review, operation and business
performance of the Company has been elaborated in the
‘Management Discussion and Analysis Report'', forming part of
this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

DETAILS RELATING TO MATERIAL VARIATIONS

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

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

There is no material change and/or commitment of the
Company during the period between the end of the financial
year 2024-25 and the date of this report which can affect the
financial position of the Company for the year under review.

ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Act, draft
Annual Return in Form MGT-7 has been uploaded on the
website of the Company and the web link thereto is https://
www.manaksia.com/pdf/MGT-7_2024-25.pdf

The final Annual Return shall be uploaded in the same
web link after the said Return is filed with the Registrar of
Companies, Kolkata.

CORPORATE GOVERNANCE REPORT

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

Pursuant to Regulation 34 read with Para C of Schedule V of
the Listing Regulations, a Report on Corporate Governance
along with a certificate from the Statutory Auditors of the
Company confirming compliance with the conditions of the
Corporate Governance forms part of this report and marked
as Annexure-“A”.

NUMBER OF MEETINGS OF THE BOARD
OF DIRECTORS

Particulars relating to the number of meetings of the Board
of Directors of the Company held during the year, have been
provided in the Corporate Governance Report forming part of
this Directors'' Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory, secretarial
auditors and the reviews performed by management and the
relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company''s Internal
Financial Controls were adequate and effective during the
Financial Year 2024-25.

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

a) in the preparation of the annual accounts for the year ended
March 31, 2025, the applicable accounting standards had

been followed along with proper explanation relating to
material departures, if any;

b) the Directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent, so as to give a
true and fair view of the state of affairs of the Company as
at the end of the financial year 2024-25 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 the Act, for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) the annual accounts had been prepared 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 were adequate and operating effectively;

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in the Board of Directors

During the year under review, Dr. Kali Kumar Chaudhuri (DIN:
00206157) has ceased to be the Director of the Company
w.e.f. September 18, 2024 upon conclusion of the 40^th Annual
General Meeting (AGM) due to completion of his second term
of five years as Independent Director.

Further, the shareholders at the 40^th AGM of the Company
held on September 18, 2024 approved the re-appointment
of Mr. Ramesh Kumar Maheswari (DIN: 00545364),
Mr. Biswanath Bhattacharjee (DIN: 00545918) and Mrs. Nidhi
Baheti (DIN: 08490552) as Independent Directors of the
Company to hold office for 2^nd term of five consecutive years
with effect from July 16, 2024.

There has been no other change in the composition of the
Board during the year under review.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act
read with Article 87(1) of the Articles of Association of the
Company, Mr. Vineet Agrawal (DIN: 00441223), Director of
the Company, is liable to retire by rotation at the ensuing
AGM and being eligible, offers himself for re-appointment.

Key Managerial Personnel

During the year under review, Mr. Lalit Kumar Modi resigned
from the office of Chief Financial Officer of the Company w.e.f.
28^th May, 2024. The Board, based on the recommendation
of the Nomination and Remuneration Committee and Audit
Committee, had appointed Mr. ManojSinghania as Chief
Financial Officer of the Company w.e.f. 29^th May, 2024. The
Company had given necessary intimation in this regard to the
Stock Exchanges where the shares of the Company are listed.

Independent Directors

The Independent Directors of the Company have submitted
requisite declarations confirming that they continue to meet
the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations. The Independent Directors have also confirmed
that they have complied with Schedule IV of the Act and the
Company''s Code of Conduct. In the opinion of the Board, there
has been no change in the circumstances which may affect
their status as Independent Directors of the Company and the
Board is satisfied of the integrity, expertise and experience of
all Independent Directors on the board.

All the Independent Directors of the Company have registered
themselves with the Independent Directors'' Data Bank
maintained by the Indian Institute of Corporate Affairs (IICA).
In terms of Section 150 of the Act read with Rule 6(4) of the
Companies (Appointment and Qualification of Directors) Rules,
2014, the Independent Directors are required to undertake
online proficiency self-assessment test conducted by the IICA
within a period of two years from the date of inclusion of their
names in the data bank, unless they fall within the exempted
category. All the Independent Directors who are not falling
within exempted category, have successfully cleared the
online proficiency self-assessment test.

None of the Directors of the Company is disqualified and/
or debarred as per the applicable provisions of the Act and
the Rules and Regulations promulgated by Securities and
Exchange Board of India.

COMPLIANCE WITH THE CODE OF CONDUCT

All Directors, Key Managerial Personnel and Senior
Management Personnel of the Company have confirmed
compliance with the Code of Conduct applicable to the
Directors and employees of the Company. The Managing
Director has given the certificate as required under Regulation
34(3) read with Part D of Schedule V of the Listing Regulations
regarding compliance with the Code of Conduct of the
Company for the financial year ended on March 31, 2025,
which forms part of this Report.

The Code of Conduct is available on the Company''s website
www.manaksia.com.

SECRETARIAL STANDARDS

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

with the provisions of all applicable Secretarial Standards and
that, such systems are adequate and operating effectively.

STATUTORY AUDITORS & AUDITORS’ REPORT

S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP,
(Firm Registration No. E300272) had been appointed as
Statutory Auditors of the Company at the 38^th AGM of the
Company held on September 27, 2022, for a period of five
consecutive years to hold office from the conclusion of the
38^th AGM till the conclusion of the 43^rd AGM of the Company
on such remuneration as may be determined by the Board
of Directors based on the recommendation of the Audit
Committee and mutually agreed by the Statutory Auditors, in
addition to the reimbursement of out-of-pocket expenses, as
may be incurred by them for the purpose of audit.

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

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 read with Regulation 24A of the
Listing Regulations, the Board of Directors of the Company
has appointed M/s. Vinod Kothari & Company, Practising
Company Secretaries, Kolkata as Secretarial Auditors to
conduct Secretarial Audit of the Company for the Financial
Year 2024-25. Further, as per the recent amendments in
the Listing Regulations, the appointment of Secretarial
Auditors has to be approved by the shareholders in the AGM.
Necessary resolution to that effect will be embodied in the
Notice of the ensuing AGM for the year 2025 for approval of
the shareholders.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by the
Secretarial Auditors of the Company for the financial year
ended March 31, 2025 forming part of the Directors'' Report
is annexed and marked as “Annexure-B”.

The Secretarial Audit Report confirms that the Company has
complied with the provisions of the Act, Rules, Regulations, and
Guidelines and there is no deviation or non-compliance. There
is no observation (including any qualification, reservation,
adverse remarks or disclaimer) of the Secretarial Auditors
in their Audit Report that may call for any explanation from
the Directors.

The Company has appointed Bajaj Todi & Associates, Practising
Company Secretaries, Kolkata to carry out necessary audit in
terms of Regulation 24A of Listing Regulations. The Annual
Secretarial Compliance Report received from Bajaj Todi &
Associates was placed before the Board and had been filed
with the Stock Exchanges where the Shares of the Company
are listed.

INTERNAL AUDITORS

The Board on recommendation of Audit Committee,
appointed Agrawal Tondon & Co. (FRN: 329088E), Chartered
Accountants, Kolkata as Internal Auditors of the Company for
the Financial Year 2024-25. Further, in its meeting held on May
28, 2025, the Board on recommendation of Audit Committee
has re-appointed Agarwal Tondon & Co. as Internal Auditors
of the Company for the financial year 2025-26.

MAINTENANCE OF COST RECORDS AND
APPOINTMENT OF COST AUDITORS

The provisions of Section 148 of the Act read with the
Companies (Cost Records and Audit) Rules, 2014 are not
applicable to your Company and hence there is no requirement
for appointing Cost Auditors for the financial year 2024-25.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company
under Section 143(12) of the Act to the Audit Committee or
the Board of Directors during the financial year under review.

CYBER SECURITY

The Company has established requisite technologies,
processes and practices designed to protect networks,
computers, programs and data from external attack, damage
or unauthorized access.

The Risk Management Committee and the Board of Directors
are reviewing the cyber security risks and mitigation measures
from time to time.

DISCLOSURE ON EMPLOYEE STOCK OPTION /
PURCHASE SCHEME

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

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS MADE UNDER SECTION 186 OF
THE ACT

The particulars of the loans given, investments made,
guarantees given or security provided and the purpose for
which the loan or guarantee or security is proposed to be
utilised as per the provisions of Section 186 of the Act are
provided in the notes to the Financial Statements (Refer note
no. 4, 9, 13, 14 & 41).

PARTICULARS OF CONTRACT OR
ARRANGEMENT WITH RELATED PARTIES

In compliance with the provisions of the Act and Listing
Regulations, the Related Party Transactions (‘RPTs'') are
placed before the Audit Committee for approval. The Audit
Committee had granted omnibus approval on yearly basis
for the transactions which are foreseen and repetitive in
nature. In accordance with the requirement of Regulation
23 of Listing Regulations, the material RPTs entered into
by the Company during the FY 2024-25 were approved by
shareholders through Postal Ballot. The transactions pursuant

to the omnibus approval so granted, is subject to audit and a
detailed quarterly statement of all RPTs is placed before the
Audit Committee for its review. The quarterly statement is
supported by a Certificate duly signed by the Chief Financial
Officer. The policy on RPTs, as approved by the Board, is
available on the Company''s website at https://www.manaksia.
com/Related_Party_Policy_Manaksia.pdf

During the year under review, all RPTs were on Arm''s Length
Price basis and in the Ordinary Course of Business. Particulars
of contracts or arrangements with related parties referred to in
Section 188(1) of the Act, in the prescribed Form AOC-2, form
part of this Director''s Report and marked as “Annexure-C”.

There was no other material RPT entered into by the Company
with Promoters, Directors, KMPs or other designated persons
during the FY 2024-25.

In compliance with the requirements of Regulation 23 of
Listing Regulations and the Act, shareholders'' approval has
been taken through postal ballot for material related party
transactions to be entered into by the Company and/or its
subsidiaries during the FY 2025-26.

There is no materially significant transaction entered into
by your Company with promoters which may have potential
conflict with the interest of the Company at large.

PARTICULARS OF LOANS/ADVANCES/
INVESTMENTS OUTSTANDING DURING THE
FINANCIAL YEAR AND OTHER TRANSACTIONS
WITH PROMOTER/ PROMOTER GROUP AS
REQUIRED UNDER SCHEDULE V OF THE
LISTING REGULATIONS

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

The details of transactions, if any, entered into by the
Company with any person or entity belonging to the promoter
or promoter group holding 10% or more of the shareholding
of the Company has also been provided in the notes to the
Financial Statements of the Company.

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

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

RISK MANAGEMENT SYSTEM

Risk Management is the process of identification, assessment
and prioritization of risks followed by coordinated efforts to

minimize, monitor and mitigate the probability and/or impact
of any unfortunate events or to maximize the realisation
of opportunities.

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

AUDIT COMMITTEE

The Company, pursuant to the requirement of the provisions
of Section 177 of the Act read with Regulation 18 of the Listing
Regulations has in place an Audit Committee. The Committee
focuses on certain specific areas and makes informed decisions
in line with the delegated authority and functions according to
the roles and defined scope. The details of composition, terms
of reference and number of meetings held for the Committee
are provided in the Corporate Governance Report.

There was no such instance wherein the Board had not
accepted recommendation of the Audit Committee.

NOMINATION AND
REMUNERATION COMMITTEE

The Company pursuant to the requirement of provisions of
Section 178(1) of the Act read with Regulation 19 of Listing
Regulations, has in place the Nomination and Remuneration
Committee. The details of composition, terms of reference
and number of meetings held for the Committee are provided
in the Corporate Governance Report.

The Company, pursuant to provisions of Section 178 of the Act
and Regulation 19 read with Para A of Part D of Schedule II of
the Listing Regulations, upon recommendation of Nomination
and Remuneration Committee has devised a Remuneration
Policy applicable to all Directors, Key Managerial Personnel
and Senior Management. The said policy has been uploaded
on the website of the Company and the web link thereto is:
https://www.manaksia.com/RemunerationPolicy/

There was no such instance wherein the Board had
not accepted recommendations of the Nomination and
Remuneration Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Act read
with Regulation 20 of the Listing Regulations, the Company
has in place the Stakeholders Relationship Committee.
The details of composition, terms of reference and number
of meetings held for the Committee are provided in the
Corporate Governance Report.

CORPORATE SOCIAL
RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility
(CSR) Committee in accordance with Section 135 of the Act

and Rules made thereunder. The composition and the detailed
terms of reference of the CSR Committee are provided in the
Corporate Governance Report. The Company''s CSR activities
are inter-alia, focused on animal welfare, promotion of
education and health care.

The report on CSR activities pursuant to clause (o) of sub¬
Section (3) of Section 134 of the Act and Rule 9 of the
Companies (Corporate Social Responsibility Policy) Rules,
2014 forms part of this report and marked as “Annexure - E”.

The Company has formulated a CSR Policy indicating the
activities to be undertaken by the Company. The Policy has
also been uploaded on the website of the Company and the
web link thereto is: https://www.manaksia.com/CSR_Policy_
Manaksia.pdf

There was no such instance wherein the Board had not
accepted recommendation of the CSR Committee.

RISK MANAGEMENT COMMITTEE

As required by the provisions of Regulation 21 of the Listing
Regulations, the Company has constituted Risk Management
Committee. The details of composition, terms of reference
and number of meetings held for the Committee are provided
in the Corporate Governance Report.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted Internal Complaint Committee
in compliance with the provisions of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

Any employee may report the complaint to the Internal
Complaint Committee formed for this purpose. The Company
affirms that during the year under review, adequate access
was provided to any complainant who wished to register a
complaint. During the year, the Company has not received any
complaint on sexual harassment.

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

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

Pursuant to the provisions of the Act and Regulation 25 of
the Listing Regulations read with Guidance Note on Board
Evaluation of SEBI dated January 05, 2017, the Nomination
and Remuneration Committee has laid down the criteria for
performance evaluation, in a structured questionnaire form
after taking into consideration various aspects of the Board
functioning, composition of the Board and its Committees,
culture, execution, diligence, integrity, awareness and
performance of specific laws, duties, obligations and

governance, on the basis of which, the Board has carried out
the annual evaluation of its own performance, the performance
of Board Committees and of Directors individually, by way of
individual and collective feedback from Directors. Further,
pursuant to Para VII of Schedule IV of the Act and provisions
of the Listing Regulations, the Independent Directors of the
Company, without the participation of Non-Independent
Directors and members of management, convened a separate
meeting on May 28, 2024, to inter alia perform the following:

• review the performance of the Chairperson of the
Company, taking into account the views of executive
directors and non-executive directors;

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

• Assess the quality, quantity and timeliness of flow of
information between the company management and the
Board that is necessary for the Board to effectively and
reasonably perform their duties.

The criteria for evaluation are briefly provided below:

The review of performance of Non-Independent Directors
was done, after discussing with them on various parameters,
such as, skill, competence, experience, degree of engagement,
ideas and planning, etc. The Board performance was reviewed
on various parameters, such as, adequacy of the composition
of the Board, Board culture, appropriateness of qualification
and expertise of Board members, process of identification and
appointment of Independent Directors, inter-personal skills,
ability to act proactively, managing conflicts, managing crisis
situations, diversity in the knowledge and related industry
expertise, roles and responsibilities of Board members,
appropriate utilization of talents and skills of Board members,
etc. The evaluation of Independent Directors has been done
by the entire Board of Directors, which includes performance
of the Directors and fulfillment of the independence criteria
and their independence from the management as specified in
the Listing Regulations.

The Board of Directors of the Company expressed their
satisfaction towards the process of review and evaluation
of performance of Board, its Committees and of individual
directors during the year under review and also concluded
that no further action is required based on the current
year''s observations.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of Listing Regulations, your
Company is required to conduct Familiarization Programme
for Independent Directors (IDs) to familiarize them about your
Company including nature of industry in which your Company
operates; business model of your Company, roles, rights and
responsibilities of IDs and any other relevant information.
Further, pursuant to Regulation 46 of Listing Regulations, your
Company is required to disseminate on its website, details
of familiarization programme imparted to IDs including the

details of i) number of programmes attended by IDs (during
the year and on a cumulative basis till date), ii) number of
hours spent by IDs in such programmes (during the year and
on a cumulative basis till date), and iii) other relevant details.
Familiarization programme undertaken for Independent
Directors is provided at the following web link: https://www.
manaksia.com/pdf/Familarisation-Programme-for-IDs.pdf

SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

No new entity has become or existing entity has ceased to
be a Subsidiary, Joint Venture or Associate of the Company
during the Period.

Pursuant to the provisions of Section 129(3) of the Act read
with Rule 5 of the Companies (Accounts) Rules, 2014, the
details containing salient features of the financial statement
of subsidiary companies in Form AOC-1 forms part of this
Annual Report and marked as “Annexure-F”. The details of
performance of the Subsidiary Companies are as follows:

Indian Subsidiaries:

Mark Steels Limited

The Revenue from operations of the Company for FY 2024-25
stood at H15282.72 Lacs (Previous Year: H16961.25 Lacs).
During the year, the Company had a net profit of H715.66 Lacs
(Previous Year: H1049.81 Lacs).

Manaksia Overseas Limited

During the year under review, the Company had a net loss of
H(0.22) Lacs (Previous Year: net loss of H(0.18) Lacs).

Manaksia Ferro Industries Limited

During the year under review, the Company had a net profit of
H1570.42 Lacs (Previous Year: net loss of H(0.30) Lacs).

Foreign Subsidiaries:

MINL Limited

The revenue of the Company for the year ended December
31, 2024 stood at Naira 438304.26 Lacs (equivalent to
H24418.06 Lacs). During the year ended December 31,
2024, the Company had a net profit of Naira 41613.91 Lacs
(equivalent to H2318.32 Lacs).

Jebba Paper Mills Limited

This Company is subsidiary of MINL Limited. The Revenue of
the Company for the year ended December 31, 2024 stood at
Naira 160460.73 Lacs (equivalent to H8939.32 Lacs). During
the year ended December 31, 2024, the Company had a net
profit of Naira 34608.34 Lacs (equivalent to H1928.04 Lacs).

Dynatech Industries Ghana Limited

This Company is a subsidiary of MINL Limited. The Revenue
of the Company for the year ended December 31, 2024 stood
at CEDI 3.78 Lacs (equivalent to H20.83 Lacs). During the year
ended December 31, 2024, the Company had a net loss of
CEDI (5.97) Lacs (equivalent to H(32.89) Lacs).

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

Material Subsidiary Companies

In accordance with Regulation 16(1)(c) of the Listing
Regulations (as amended), material subsidiary shall mean a
subsidiary, whose turnover or net worth exceeds ten percent
of the consolidated turnover or net worth respectively, of the
listed entity and its subsidiaries in the immediately preceding
accounting year. MINL Limited and Jebba Paper Mills Limited
are the foreign material subsidiaries and Mark Steels Limited
is the unlisted Indian material subsidiary of the Company.
Further in terms of the Regulation 24A of the Listing
Regulations, material unlisted subsidiary incorporated in India
is required to undertake Secretarial Audit. In compliance of the
requirement of Regulation 24A of Listing Regulations, Bajaj
Todi & Associates, Practising Company Secretaries, Kolkata
has been appointed as the Secretarial Auditor in Mark Steels
Limited for conducting Secretarial Audit for the financial year
ended March 31, 2025. The Secretarial Audit Report does not
contain any qualifications, reservations or adverse remarks or
disclaimer. A copy of the said Secretarial Audit Report forms
part of this Report and marked as “Annexure- G”.

Further, in terms of Regulation 24(1) of Listing Regulations,
at least one Independent Director on the Board of Directors
of the Company shall be a director on the Board of Directors
of an unlisted material subsidiary, whether incorporated
in India or not. For the purpose of Regulation 24(1) of the
Listing Regulations, material subsidiary means a subsidiary
whose turnover or net worth exceeds twenty percent of
the consolidated turnover or net worth respectively, of the
Company and its subsidiary companies in the immediately
preceding accounting year. MINL Limited and Jebba Paper
Mills Limited are unlisted material subsidiaries of the Company
in terms of the Regulation 24(1) of the Listing Regulations.
Mrs. Nidhi Baheti, Independent Director of the Company is
a Director on the Board of MINL Limited and Jebba Paper
Mills Limited.

Your Company has formulated a Policy for determining Material
Subsidiaries in accordance with Listing Regulations and the
said Policy for determining Material Subsidiaries is available at
the following web link: https://www.manaksia.com/POLICY-
FOR-DETERMINING-MATERIAL-SUBSIDIARIES_Manaksia.
pdf

DETAILS OF ANY DOWNSTREAM INVESTMENT
MADE BY THE COMPANY

The Company has not made any downstream investment
during the period under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits
from the public and as such, there are no outstanding
deposits during the Financial Year under review in terms
of the provisions of Companies (Acceptance of Deposits)
Rules, 2014.

DETAILS OF THE DIFFERENCE BETWEEN
AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN
FROM BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF.

There was no one time settlement made with the Banks or
Financial Institutions during the Financial Year 2024-25 and
accordingly no question arises for any difference between
the amount of the valuation done at the time of one-time
settlement and the valuation done while taking loan from
Banks or Financial Institutions during the year under review.

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

The Company has in place, adequate internal financial controls
with reference to financial statements. Your Directors have
laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate
and are operating effectively.

The Board, to ensure that the internal financial controls
of the Company are commensurate with its size, scale and
complexities of its operations, based on the recommendation
of the Audit Committee in its meeting held on May 28, 2024
appointed Agrawal Tondon & Co., Chartered Accountants,
as Internal Auditors of the Company for the financial year
2024-25.

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

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

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

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

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

5. Proper systems are in place for prevention and detection
of frauds and errors and for ensuring adherence to the
Company''s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act
and Regulation 22 of the Listing Regulations, the Company has
framed a Whistle Blower Policy to establish a vigil mechanism
for Directors and employees to report genuine concerns
about actual or suspected unethical behavior, malpractice,
wrongful conduct, discrimination, sexual harassment, fraud,
violation of the Company''s policies including Code of Conduct
without fear of reprisal/retaliation. The Whistle Blower Policy
provides for sufficient measures as to safeguard Whistle
Blower against any possible victimization. The Whistle Blower
Policy/Vigil Mechanism has also been uploaded on Company''s
website and the weblink is: https://www.manaksia.com/
WhistleBlowerPolicy/

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

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

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Act and Listing
Regulations, the Consolidated Financial Statements of the
Company and its subsidiaries are attached. The Consolidated
Financial Statement has been prepared in accordance with
the applicable accounting standards issued by the Institute
of Chartered Accountants of India and shows the financial

resources, assets, liabilities, income, profits and other details
of the Company and its subsidiaries.

GENERAL

Your Directors confirm that no disclosure or reporting is
required in respect of the following items as there was no
transaction on these items during the year under review:

1. Issue of equity shares with differential voting rights as to
dividend, voting or otherwise;

2. Issue of Sweat Equity Shares;

3. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future;

4. No application made or any proceeding pending under
Insolvency and Bankruptcy Code, 2016 as at the end of
the Financial Year ended March 31, 2025.

ACKNOWLEDGEMENT

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

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

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

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

For and on behalf of the Board of Directors

Suresh Kumar Agrawal Vineet Agrawal

Place: Kolkata Managing Director Director

Date: 28^th May, 2025 DIN: 00520769 DIN: 00441223

---

Mar 31, 2024

The Board of Directors have the pleasure of presenting the Fortieth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL PERFORMANCE:

The financial performance of your Company for the Financial Year ended March 31, 2024 is summarized below:

('' in Lacs)

Particulars	STANDALONE		CONSOLIDATED
	2023-24	2022-23	2023-24	2022-23
Total Revenue	17298.97	25804.82	76464.49	124271.84
Earning before Interest, Tax, Depreciation & Amortization (EBITDA)	1687.65	12076.12	15893.02	22349.56
Profit Before Tax (PBT)	1609.76	11994.39	10410.03	18735.21
Less: Provision for Taxation	(224.09)	2272.52	2540.02	7956.65
Less: Share of Profit transferred to Minority Interest	-	-	314.94	97.32
Profit After Tax (PAT)	1833.85	9721.87	7555.07	10681.24
Other Comprehensive Income (OCI)	2.29	3.09	(63002.35)	(2435.05)
Total Comprehensive Income for the year	1836.14	9724.96	(55132.34)	8343.51
Balance brought forward from previous year	10099.63	2340.46	157077.91	148363.68
Adjustments	1.62	3.32	(0.40)	(0.99)
Total (other than OCI)	11935.10	12065.65	164632.58	159043.93
Dividend on Equity Shares	1966.02	1966.02	1966.02	1966.02
Transfer to General Reserve	-	-	-	-
Surplus Carried to Balance Sheet	9969.08	10099.63	162666.56	157077.91

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

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

CHANGES IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND

In order to retain the surplus within the Company, the Directors deem it proper to not to propose any dividend for the financial year ended 31^st March, 2024.

No amount was required to be transferred to Investor Education and Protection Fund (IEPF) during the period under review.

Dividend Distribution Policy

In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) the Board of Directors of the Company has formulated and adopted the Dividend Distribution Policy. The said policy has been uploaded at the website of the Company

and is available at the following link: https://www.manaksia. com/DividendDistributionPolicy.pdf

TRANSFER TO RESERVES

The Board did not propose any amount for transfer to the General Reserve.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2024 stood at '' 1310.68 Lacs. During the year under review, the Company has not issued any further shares.

During the year under review, there are no changes in the authorized, issued, subscribed and paid-up share capital of the Company.

During the year under review, there were no reclassification, sub-division, reduction of share capital, buy back of shares, changes in capital structure resulting from restructuring and changes in voting rights of the equity shares of the Company.

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

Details of shares held in the demat suspense account as required under Regulation 34(3) read with Schedule V of the

Listing Regulations forms part of the Corporate Governance Report.

DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (‘THE ACT’) IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFITS OF EMPLOYEES There was no such instance during the year under review.

CHANGE OF REGISTRAR & SHARE TRANSFER AGENT

The Board of Directors of the Company at its meeting held on 28^th December, 2023 had accorded its approval for change of Registrar and Share Transfer Agent (RTA) of the Company from “Link Intime India Private Limited” to “Maheshwari Datamatics Pvt. Ltd.” The change of RTA will be effective from the date of receiving confirmation letter from National Securities Depository Limited and Central Depository Service (India) Limited which shall also be intimated to Stock Exchanges. The details of the new RTA has been provided in the Corporate Governance Report.

OPERATIONS AND BUSINESS PERFORMANCE

The Company is engaged in manufacturing operations through Overseas and Indian subsidiaries. The overseas subsidiaries are based in Nigeria and Ghana. The Nigerian overseas companies manufactures steels and aluminium roofing sheets, packaging papers, ROPP and crown closures. The Indian subsidiary manufactures sponge iron.

In the Indian Subsidiary, the metal demand was an area of concern in FY 24. However, overall sales volume remained unaffected due to better price realizations; the Company performed in line with expectations. It was a challenging year for the Company in Nigeria. The optimism about the Nigerian economy with the election of the new Government slowly faded away as the country''s currency reported sharpest depreciation in any single year in recent memory, declining from 460.35 Naira to a US dollar at the start of the last financial year to 1662.35 Naira to a US dollar at its lowest before recovering to close the year under review at 1330.26 Naira to a US dollar.

This currency devaluation enhanced inflation on the one hand and eroded consumption confidence at the other

The Company irrespective of the above challenges maintained it''s competitive position in each business- market leading position in the construction sheet and metal caps cum closures market as well as a number two position in the packaging paper market in Nigeria.

Our Company is engaged in the businesses positioned to capitalize on the country''s economic momentum. The Company''s products are directed at mass consumption. The steel and aluminium roofing sheets are considered inevitable across most households in that country; the caps and closures

business addresses the alco-beverage sector; the paper business addresses the needs of the packaging sector that rides FMCG offtake on the one hand and plastics replacement on the other.

Further details of sectoral review, operation and business performance of the Company has been elaborated in the ‘Management Discussion and Analysis Report'', forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DETAILS RELATING TO MATERIAL VARIATIONS

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

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

There is no material change and/or commitment of the Company during the period between the end of the financial year 2023-24 and the date of this report which can affect the financial position of the Company for the year under review.

ANNUAL RETRUN

Pursuant to Section 92(3) and 134(3)(a) of the Act, draft Annual Return in Form MGT-7 has been uploaded on the website of the Company and the web link thereto is https://www.manaksia.com/pdf/MGT-7_2023-24.pdf

The final Annual Return shall be uploaded in the same weblink after the said Return is filed with the Registrar of Companies, Kolkata.

CORPORATE GOVERNANCE REPORT

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

Pursuant to Regulation 34 read with Para C of Schedule V of the Listing Regulations, a Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company confirming compliance with the conditions of the Corporate Governance forms part of this report and marked as “Annexure-A”.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Particulars relating to the number of meetings of Board of Directors of the Company held during the year, have been provided in the Corporate Governance Report forming part of this Directors'' Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, secretarial auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s Internal Financial Controls were adequate and effective during the Financial Year 2023-24.

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

a) i n the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year 2023-24 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 the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts had been prepared 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 were adequate and operating effectively;

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Changes in Board of Directors

Mr. Suresh Kumar Agrawal was re-appointed by the shareholders as Managing Director of the Company by way of passing of special resolution at the 39^th AGM of the Company held on 21^st September, 2023 for a further period of three years w.e.f. 23^rd November, 2023.

There has been no other change in the composition of Board during the year under review.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act read with Article 87(1) of the Articles of Association of the Company, Mr. Varun Agrawal (DIN: 00441271), Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

Key Managerial Personnel

During the year under review, Mr. Pradip Kumar Kandar had resigned from the office of Company Secretary & Compliance Officer of the Company w.e.f. 17^th October, 2023. The Board based on the recommendation of Nomination and Remuneration Committee had appointed Mr. Anatha Bandhaba Chakrabartty as Company Secretary & Compliance Officer of the Company w.e.f. 12^th February, 2024. The Company had given necessary intimations in this regard to the Stock Exchanges where the shares of the Company are listed.

Independent Directors

The Independent Directors of the Company have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct. In the opinion of the Board, there has been no change in the circumstances which may affect their status as independent directors of the Company and the Board is satisfied of the integrity, expertise and experience of all independent directors on the board.

All the Independent Directors of the Company have registered themselves with the Independent Directors'' Data Bank maintained by the Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two years from the date of inclusion of their names in the data bank, unless they fall within the exempted category. All the Independent Directors who are not falling within exempted category, have successfully cleared the online proficiency self-assessment test.

None of the Directors of the Company are disqualified and/or debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India (the “SEBI”).

COMPLIANCE WITH THE CODE OF CONDUCT

All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company. The Managing Director has given the certificate as required under Regulation 34(3) read with Part D of Schedule V of the Listing Regulations regarding compliance with the Code of Conduct of the Company for the year ended on March 31, 2024, which forms part of this Report.

The Code of Conduct is available on the Company''s website www.manaksia.com.

SECRETARIAL STANDARDS

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

STATUTORY AUDITORS & AUDITORS’ REPORT

S K AGRAWAL AND CO CHARTERED ACCOUNTANTS LLP, (Firm Registration No. E300272) had been appointed as Statutory Auditors of the Company at the 38^th AGM of the Company held on 27^th September, 2022, for a period of five consecutive years to hold office from the conclusion of the 38^th AGM till the conclusion of the 43^rd AGM of the Company on such remuneration as may be determined by the Board of Directors based on the recommendation of the Audit Committee and mutually agreed by the Statutory Auditors, in addition to the reimbursement of out-of-pocket expenses, as may be incurred by them for the purpose of audit.

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

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed Vinod Kothari & Company, Practising Company Secretaries, Kolkata as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in Form MR-3 as given by the Secretarial Auditor for the financial year ended 31^st March, 2024, forms part of the Directors'' Report and annexed as “Annexure-B”.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and there is no deviation or non-compliance. There is no observation (including any qualification, reservation, adverse remarks or disclaimer) of the Secretarial Auditors in their Audit Report that may call for any explanation from the Directors.

The Company has appointed Bajaj Todi & Associates, Practicing Company Secretaries, Kolkata to carry out necessary audit in terms of Regulation 24A of Listing Regulations. The Annual Secretarial Compliance Report received from BajajTodi & Associates was placed before the Board and had been filed with the Stock Exchanges where the Securities of the Company are listed.

INTERNAL AUDITORS

The Audit Committee and the Board of Directors of the Company have appointed Agrawal Tondon & Co. (FRN: 329088E) Chartered Accountants, Kolkata as Internal Auditor of the Company for the Financial Year 2023-24.

MAINTENANCE OF COST RECORDS AND COST AUDITORS

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to your Company and hence there is no requirement for appointing Cost Auditors for the financial year 2023-24.

FRAUD REPORTING

There was no fraud reported by the Auditors of the Company under Section 143(12) of the Act to the Audit Committee or the Board of Directors during the financial year under review.

CYBER SECURITY

The Company has established requisite technologies, processes and practices designed to protect networks, computers, programs and data from external attack, damage or unauthorized access.

The Risk Management Committee and the Board of Directors are reviewing the cyber security risks and mitigation measures from time to time.

DISCLOSURE ON EMPLOYEE STOCK OPTION / PURCHASE SCHEME

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

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION 186 OF THE ACT

The full particulars of the loans given, investments made, guarantees given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised as per the provisions of Section 186 of the Act are provided in the notes to the Financial Statements (Refer note no. 4, 8, 12 &13).

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

In compliance with the provisions of the Act and Listing Regulations, the Related Party Transactions (RPTs) are placed before the Audit Committee for approval. The Audit Committee had granted omnibus approval on yearly basis for the transactions which are foreseen and repetitive in

nature. In accordance with the requirement of Regulation 23 of Listing Regulations, the material RPTs entered into by the Company during the FY 2023-24 were approved by shareholders through Postal Ballot. The transactions pursuant to the omnibus approval so granted, is subject to audit and a detailed quarterly statement of all RPTs is placed before the Audit Committee for its review. The quarterly statement is supported by a Certificate duly signed by the Chief Financial Officer. The policy on RPTs, as approved by the Board, is available on the Company''s website at https://www.manaksia. comPolicyonRelatedPartyTransactions.pdf

During the year under review, all RPTs were on Arm''s Length Price basis and in the Ordinary Course of Business. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, forms part of this Annual Report.

There was no other material RPT entered into by the Company with Promoters, Directors, KMPs or other designated persons during the FY 2023-24.

In compliance with the requirements of Regulation 23 of Listing Regulations and the Act shareholders'' approval has been taken for material related party transactions to be entered into by the Company and/or its subsidiaries during the FY 2024-25.

There is no materially significant transaction entered into by your Company with promoters which may have potential conflict with the interest of the Company at large.

PARTICULARS OF LOANS/ADVANCES/ INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR AND OTHER TRANSACTIONS WITH PROMOTER/ PROMOTER GROUP AS REQUIRED UNDER SCHEDULE V OF THE LISTING REGULATIONS

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

The details of transactions, if any entered into by the Company with any person or entity belonging to the promoter or promoter group holding 10% or more of the shareholding of the Company has also been provided in the notes to the Financial Statements of the Company.

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

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

RISK MANAGEMENT SYSTEM

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

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

AUDIT COMMITTEE

The Company, pursuant to the requirement of the provisions of Section 177 of the Act read with Regulation 18 of the Listing Regulations has in place an Audit Committee. The Committee focuses on certain specific areas and makes informed decisions in line with the delegated authority and functions according to the roles and defined scope. The details of composition, terms of reference and number of meetings held for the Committee are provided in the Corporate Governance Report.

There was no such instance wherein the Board had not accepted recommendation of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Company, pursuant to the requirement of provisions of Section 178(1) of the Act read with Regulation 19 of Listing Regulations, has in place the Nomination and Remuneration Committee. The details of composition, terms of reference and number of meetings held for the Committee are provided in the Corporate Governance Report.

The Company, pursuant to provisions of Section 178 of the Act and Regulation 19 read with Para A of Part D of Schedule II of the Listing Regulations, upon recommendation of Nomination and Remuneration Committee has devised a Remuneration Policy applicable to all Directors, Key Managerial Personnel and Senior Management. The said policy has been uploaded on the website of the Company and the weblink thereto is: https://www.manaksia.com/pdf/Remuneration-Policy.pdf

There was no such instance wherein the Board had not accepted recommendations of the Nomination and Remuneration Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As required by the provisions of Section 178(5) of the Act read with Regulation 20 of the Listing Regulations, the Company has in place the Stakeholders Relationship Committee. The details of composition, terms of reference and number of meetings held for the Committee are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act and Rules made thereunder. The composition and the detailed terms of reference of the CSR Committee are provided in the Corporate Governance Report. The Company''s CSR activities are inter-alia, focused on animal welfare, promotion of education and health care.

The report on CSR activities pursuant to clause (o) of subSection (3) of Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 forms part of this report and marked as “Annexure - D”.

The Company has formulated a CSR Policy indicating the activities to be undertaken by the Company. The Policy has also been uploaded on the website of the Company and the weblink thereto is: https://www.manaksia.com/ CorporateSocialResponsibilityPolicy.pdf

There was no such instance wherein the Board had not accepted recommendation of the CSR Committee.

RISK MANAGEMENT COMMITTEE

As required by the provisions of Regulation 21 of the Listing Regulations, the Company has constituted Risk Management Committee. The details of composition, terms of reference and number of meetings held for the Committee are provided in the Corporate Governance Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted Internal Complaint Committee in compliance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Any employee may report the complaint to the Internal Complaint Committee formed for this purpose. The Company affirms that during the year under review, adequate access was provided to any complainant who wished to register a complaint. During the year, the Company has not received any complaint on sexual harassment.

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

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

Pursuant to the provisions of the Act and Regulation 25 of the Listing Regulations read with Guidance Note on Board Evaluation of SEBI dated 5^th January, 2017, the Nomination and Remuneration Committee has laid down the criteria for performance evaluation, in a structured questionnaire form

after taking into consideration various aspects of the Board functioning, composition of the Board and its Committees, culture, execution, diligence, integrity, awareness and performance of specific laws, duties, obligations and governance, on the basis of which, the Board has carried out the annual evaluation of its own performance, the performance of Board Committees and of Directors individually, by way of individual and collective feedback from Directors. Further, pursuant to Para VII of Schedule IV of the Act and provisions of the Listing Regulations, the Independent Directors of the Company, without the participation of Non-Independent Directors and members of management, convened a separate meeting on 26^th May, 2023, to inter alia perform the following:

Q review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors;

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

Q Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The criteria for evaluation are briefly provided below:

The review of performance of Non-Independent Directors was done, after discussing with them on various parameters, such as, skill, competence, experience, degree of engagement, ideas and planning, etc. The Board performance was reviewed on various parameters, such as, adequacy of the composition of the Board, Board culture, appropriateness of qualification and expertise of Board members, process of identification and appointment of Independent Directors, inter-personal skills, ability to act proactively, managing conflicts, managing crisis situations, diversity in the knowledge and related industry expertise, roles and responsibilities of Board members, appropriate utilization of talents and skills of Board members, etc. The evaluation of Independent Directors has been done by the entire Board of Directors, which includes performance of the Directors and fulfillment of the independence criteria and their independence from the management as specified in the Listing Regulations.

The Board of Directors of the Company expressed their satisfaction towards the process of review and evaluation of performance of Board, its Committees and of individual directors during the year under review and also concluded that no further action is required based on the current year''s observations.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of Regulation 25(7) of Listing Regulations, your Company is required to conduct Familiarization Programme for Independent Directors (IDs) to familiarize them about your Company including nature of industry in which your Company operates; business model of your Company, roles, rights and responsibilities of IDs and any other relevant information. Further, pursuant to Regulation 46 of Listing Regulations, your

Company is required to disseminate on its website, details of familiarization programme imparted to IDs including the details of i) number of programmes attended by IDs (during the year and on a cumulative basis till date), ii) number of hours spent by IDs in such programmes (during the year and on a cumulative basis till date), and iii) other relevant details. Familiarization programme undertaken for Independent Directors is provided at the following weblink: https://www. manaksia.com/FamilarisationProgrammeForIDs.pdf

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

No new entity has become or existing entity has ceased to be a Subsidiary, Joint Venture or Associate of the Company during the Period. However, the Board of Directors of the Company at their meeting held on 9^th November, 2023 had approved the initiation of process of voluntary liquidation of Dynatech Industries Ghana Limited, a Step Down Subsidiary of the Company, incorporated in Ghana. Necessary disclosure in this regard was also filed with Stock Exchanges.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 the details containing salient features of the financial statement of subsidiary companies in Form AOC-1 forms part of this Annual Report. The details of performance of the Subsidiary Companies are as follows:

Indian Subsidiaries:

Mark Steels Limited

The Revenue from operations of the Company for FY 202324 stood at '' 16961.25 Lacs (Previous Year: '' 19707.51 Lacs). During the year, the company had a net profit of '' 1049.81 Lacs (Previous Year: '' 324.39 Lacs).

Manaksia Overseas Limited

During the year under review, the Company had a net loss of '' (0.18) Lacs (Previous Year: net loss of '' (0.20) Lacs).

Manaksia Ferro Industries Limited

During the year under review, the Company had a net loss of '' (0.30) Lacs (Previous Year: net loss of '' (0.30) Lacs)

Foreign Subsidiaries:

MINL Limited

The revenue of the Company for the year ended 31^st December 2023 stood at Naira 289299.88 Lacs (equivalent to '' 18126.56 Lacs). During the year ended 31^st December 2023, the Company had a net profit of Naira 32211.13 Lacs (equivalent to '' 2018.24 Lacs).

Jebba Paper Mills Limited

This Company is a subsidiary of MINL Limited. The Revenue of the Company for the year ended 31^st December 2023 stood at Naira 121625.32 Lacs (equivalent to '' 7620.63 Lacs). During the year ended 31^st December 2023, the Company had a net profit of Naira 25262.94 Lacs (equivalent to '' 1582.89 Lacs).

Dynatech Industries Ghana Limited

This Company is a subsidiary of MINL Limited. The Revenue of the Company for the year ended 31^st December 2023 stood at CEDI 62.87 Lacs (equivalent to '' 407.19 Lacs). During the year ended 31^st December 2023, the Company had a net loss of CEDI 18.74 Lacs (equivalent to '' 121.37 Lacs).

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

Material Subsidiary Companies

In accordance with Regulation 16(1)(c) of the Listing Regulations, material subsidiary shall mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. MINL Limited and Jebba Paper Mills Limited are the foreign material subsidiaries and Mark Steels Limited is the unlisted Indian material subsidiary of the Company. Further in terms of the Regulation 24A of the Listing Regulations, material unlisted subsidiary incorporated in India is required to undertake Secretarial Audit. In compliance of the requirement of Regulation 24A of Listing Regulations, BajajTodi & Associates, Practising Company Secretaries, Kolkata has been appointed as the Secretarial Auditor in Mark Steels Limited for conducting Secretarial Audit for the financial year ended 31^st March, 2024. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimer. A copy of the said Secretarial Audit Report forms part of this Report and marked as “Annexure - E”.

Further, in terms of Regulation 24(1) of Listing Regulations, at least one Independent Director on the Board of Directors of the Company shall be a director on the Board of Directors of an unlisted material subsidiary, whether incorporated in India or not. For the purpose of Regulation 24(1) of the Listing Regulations, material subsidiary means a subsidiary whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the Company and its subsidiary companies in the immediately preceding accounting year. MINL Limited and Jebba Paper Mills Limited are material subsidiaries of the Company in terms of the Regulation 24(1) of the Listing Regulations. Mrs. Nidhi Baheti, Independent Director of the Company is a Director on the Board of MINL Limited and Jebba Paper Mills Limited.

Your Company has formulated a Policy for determining Material Subsidiaries in accordance with Listing Regulations and the said Policy for determining Material Subsidiaries is available at the following weblink: https://www.manaksia. com/PolicyfordeterminingMaterialSubsidiaries.pdf

DETAILS OF ANY DOWNSTREAM INVESTMENT MADE BY THE COMPANY

The Company has not made any downstream investment during the period under review.

DEPOSITS

The Company has neither accepted nor renewed any deposits from the public and as such, there are no outstanding deposits during the Financial Year under review in terms of the provisions of Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF THE DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEEROF There was no one time settlement made with the Banks or Financial Institutions during the Financial Year 2023-24 and accordingly no question arises for any difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from Banks or Financial Institutions during the year under review.

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

The Company has in place, adequate internal financial controls with reference to financial statements. Your Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

The Board, to ensure that the internal financial control of the Company are commensurate with its size, scale and complexities of its operations, based on the recommendation of the Audit Committee in its meeting held on 26^th May, 2023 had appointed Agrawal Tondon & Co., Chartered Accountants, as Internal Auditors of the Company for the financial year 2023-24.

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

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

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

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

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

5. Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Company''s policies.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations, the Company has framed a Whistle Blower Policy to establish a vigil mechanism for Directors and employees to report genuine concerns about actual or suspected unethical behavior, malpractice, wrongful conduct, discrimination, sexual harassment, fraud, violation of the Company''s policies including Code of Conduct without fear of reprisal/retaliation. The Whistle Blower Policy provides for sufficient measures as to safeguard Whistle Blower against any possible victimization. The Whistle Blower Policy/Vigil Mechanism has also been uploaded on Company''s website and the weblink is: http://www.manaksia.com/pdf/Whistle_ Blower_Policy_manaksia.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the provisions of the Act and Listing Regulations, the Consolidated Financial Statements of the Company and its subsidiaries are attached. The Consolidated Financial Statement has been prepared in accordance with the applicable accounting standards issued by the Institute of Chartered Accountants of India and shows the financial resources, assets, liabilities, income, profits and other details of the Company and its subsidiaries.

GENERAL

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

2. Issue of Sweat Equity Shares;

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future;

4. No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year ended 31^st March, 2024.

ACKNOWLEDGEMENT

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

Your Directors convey their grateful appreciation for the valuable patronage and co-operation received and goodwill

enjoyed by the Company from its esteemed customers, commercial associates, banks, financial institutions, Central and State Government, various Government and Local Authorities, other stakeholders and the media.

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

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

For and on Behalf of the Board of Directors Suresh Kumar Agrawal Vineet Agrawal

Place: Kolkata (Managing Director) (Director)

Dated: 28^th May, 2024 DIN:00520769 DIN:00441223

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Mar 31, 2018

Dear Shareholders,

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

FINANCIAL RESULTS (Rs. in Lacs)

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

STATE OF COMPANY’S AFFAIRS AND FUTURE OUTLOOK

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

CHANGES IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND

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

TRANSFER TO RESERVES

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

CHANGES IN SHARE CAPITAL

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

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

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

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

No such instance took place during the year under review.

OPERATIONS AND BUSINESS PERFORMANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DETAILS RELATING TO MATERIAL VARIATIONS

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

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

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

TRANSITION TO INDIAN ACCOUNTING STANDARDS

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

EXTRACT OF ANNUAL RETRUN

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

CORPORATE GOVERNANCE REPORT

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

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

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost auditors, secretarial auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s Internal Financial Control were adequate and effective during Financial year 2017-18.

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

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

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

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

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

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

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

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

SECRETARIAL STANDARDS

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

STATUTORY AUDITORS & AUDITORS’ REPORT

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

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

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

SECRETARIAL AUDITORS

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

SECRETARIAL AUDIT REPORT

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

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

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

COST AUDITORS

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

FRAUD REPORTING

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

DISCLOSURE ON EMPLOYEE STOCK OPTION/ PURCHASE SCHEME

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

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

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

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

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

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

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

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

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

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

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

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

RISK MANAGEMENT SYSTEM

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

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

AUDIT COMMITTEE

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

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

NOMINATION & REMUNERATION COMMITTEE

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

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

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

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

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

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

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

- Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The criteria for evaluation are briefly provided below:

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

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

FAMILIARIZATION PROGRAMME

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

Indian Subsidiaries:

Mark Steels Limited

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

Manaksia Overseas Limited

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

Manaksia Ferro Industries Limited

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

Foreign Subsidiaries:

MINL Limited

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

Jebba Paper Mills Limited

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

Dynatech Industries Ghana Limited

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

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

MATERIAL SUBSIDIARY COMPANIES

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

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

DEPOSITS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

ACKNOWLEDGEMENT

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

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

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

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

For and on behalf of the Board of Directors

Suresh Kumar Agrawal Vineet Agrawal

Place : Kolkata Managing Director Director

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

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Mar 31, 2015

Dear Shareholders,

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

FINANCIAL RESULTS (Rs. in lacs)

Particulars STANDALONE CONSOLIDATION

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

Total Revenue 2426.55 59740.33 113190.40 168560.64

Profit Before Tax 897.10 2970.15 11325.79 19969.65

Less : Provisions for Taxation 160.04 669.63 941.22 868.72

Net Profit 737.06 2300.52 10343.29 19132.26

Balance brought forward from previous 3351.21 3361.37 89146.34 76863.75 year

Total Amount available for appropriation 4088.27 4661.89 99489.63 90457.02

Appropriations :

Dividend on Equity Shares 1310.68 1310.68 1310.68 1310.68

Surplus Carried to Balance Sheet 2777.59 3351.21 98178.95 89146.34

Total 4088.27 4661.89 99489.63 90457.02

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK

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

CHANGES IN THE NATURE OF BUSINESS

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

DIVIDEND

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

TRANSFER TO RESERVES

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

SCHEME OF ARRANGEMENT

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

SHARE CAPITAL

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

DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT

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

OPERATIONS AND BUSINESS PERFORMANCE

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DETAILS RELATING TO MATERIAL VARIATIONS

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

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

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

EXTRACT OF ANNUAL RETRUN

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

CORPORATE GOVERNANCE REPORT

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

NUMBER OF MEETINGS OF THE BOARD

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

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

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

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

STATUTORY AUDITORS & AUDITORS' REPORT

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

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

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

SECRETARIAL AUDITORS

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

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

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

COST AUDITORS

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

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

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

FRAUD REPORTING

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

PARTICUALARS OF LOANS, GUARANTEES OR INVESTMENTS

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

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

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

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

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

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

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

RISK MANAGEMENT

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

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

AUDIT COMMITTEE

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

NOMINATION & REMUNERATION COMMITTEE

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

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

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

STAKEHOLDERS RELATIONSHIP COMMITTEE

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

BOARD EVALUATION

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

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

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

Indian Subsidiaries :

- Mark Steels Limited

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

- Manaksia Overseas Limited

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

- Manaksia Ferro Industries Limited

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

Foreign Subsidiaries :

- MINL Limited

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

- Jebba Paper Mills Limited

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

- Dynatech Industries Ghana Limited

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

DEPOSITS

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

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

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

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

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

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

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

CREDIT RATING

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

CONSOLIDATED FINANCIAL STATEMENT

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

ACKNOWLEDGEMENT

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

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

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

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

For and on behalf of the Board of Directors

Place : Kolkata Ajay Kumar Chakraborty

Date : 3rd August, 2015 Chairman

DIN : 00133604

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Mar 31, 2014

Dear Shareholders,

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

FINANCIAL RESULTS:

STANDALONE 2013-14 2012-13

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

Profit Before Tax 5,249.15 3435.94

Less: Provisions for Taxation 1,526.50 685.14

Net Profit 3,722.65 2750.80

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

Total Amount available for 7,084.04 3361.39 appropriation

Appropriations:

Dividend on Equity Shares 1,310.70 -

Surplus Carried to Balance Sheet 5,773.34 3361.39

Total 7,084.04 3361.39

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

Profit Before Tax 20,290.11 18,423.26

Less: Provisions for Taxation 1,725.59 1,482.55

Net Profit 18,641.34 17022.76

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

Total Amount available for appropriation 95,505.09 76,863.75

Appropriations:

Dividend on Equity Shares 1,310.70 -

Surplus Carried to Balance Sheet 94,194.41 76,863.75

Total 95,505.09 76,863.75

DIVIDEND

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

OPERATIONS AND BUSINESS PERFORMANCE

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

EARNINGS IN FOREIGN EXCHANGE

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

CREDIT RATING

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

PARTICULARS OF EMPLOYEES

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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NATURE OF BUSINESS

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

SCHEME OF ARRANGEMENT

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

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

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

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

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

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

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

REPORT ON CORPORATE GOVERNANCE

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

ABRIDGED ANNUAL FINANCIAL STATEMENTS

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

DIRECTORS

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

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

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

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

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

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

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

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

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

STATUTORY AUDITORS & AUDITORS'' REPORT

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

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

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

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

COST AUDITORS

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

In India

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

(2) Contribution towards informal education of tribal children.

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

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

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

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

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

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

In Nigeria by MINL Ltd.

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

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

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

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

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

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

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

In Nigeria, by Jebba Paper Mills Ltd

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

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

ACKNOWLEDGEMENT

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

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

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

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

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

Place: Kolkata Date: 11th August, 2014

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Mar 31, 2013

Dear Shareholders,

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

FINANCIAL RESULTS:

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

Total Revenue 122647.39 114121.22 208611.98 196549.20

Profit Before Tax 3435.94 1092.07 18423.26 12269.52

Less: Provisions for Taxation 685.14 361.00 1482.55 485.17

Net Profit 2750.80 731.07 17022.76 11897.94

Balance brought forward from previous 610.59 29.52 59840.99 48093.05 year

Total Amount available for 3361.39 760.59 76863.75 59990.99 appropriation

Appropriations :

Debenture Redemption Reserve 150.00 150.00

Surplus Carried to Balance Sheet 3361.39 610.59 76863.75 59840.99

Total 3361.39 760.59 76863.75 59990.99

DIVIDEND

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

OPERATIONS AND BUSINESS PERFORMANCE

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

NON- CONVERTIBLE DEBENTURES AND EXTERNAL COMMERCIAL BORROWINGS

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

EARNINGS IN FOREIGN EXCHANGE

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

CREDIT RATING

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

PARTICULARS OF EMPLOYEES

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

NATURE OF BUSINESS

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

SCHEME OF ARRANGEMENT

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

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

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

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

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

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

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

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

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

REPORT ON CORPORATE GOVERNANCE

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

ABRIDGED ANNUAL FINANCIAL STATEMENTS

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

DIRECTORS

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

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

STATUTORY AUDITORS & AUDITORS'' REPORT

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

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

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

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

COST AUDITORS

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

In India

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

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

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

(4) Contribution towards establishment of Eye hospital.

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

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

In Nigeria by MINL Ltd.

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

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

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

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

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

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

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

In Nigeria by Jebba Paper Mills Ltd

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

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

ACKNOWLEDGEMENT

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

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

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

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

On behalf of the Board

Sd/-

A K CHAKRABORTY CHAIRMAN

Kolkata, 30th May 2013

---

Mar 31, 2012

Dear Shareholders,

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

FINANCIAL RESULTS:

Rs. in lacs

2011-12 2010-11

Total Revenue 114,121.22 93,650.88

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

Less: Exceptional Items 3,945.87 (700.97)

Profit before tax 1,092.07 4,005.60

Less: Provision for Taxation 361.00 1,020.00

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

Profit After Tax 731.07 2,925.92

Surplus brought forward from previous year 29.52 7.73

Transfer from Exchange Fluctuation Reserve - 200.00

Total Amount available for appropriation 760.59 3,133.65

Appropriation to :

(i) General Reserves - 300.00

(ii) Debenture Redemption Reserves 150.00 900.00

(iii) Dividend on Equity Shares - 1,638.35

(iv) Tax on Dividend - 265.78

Surplus Carried to Balance Sheet 610.59 29.52

760.59 3,133.65

DIVIDEND

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

OPERATIONS AND BUSINESS PERFORMANCE

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

NON- CONVERTIBLE DEBENTURES

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

DEPOSITS

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

INDUSTRIAL RELATIONS & PERSONNEL

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

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

EARNINGS IN FOREIGN EXCHANGE

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

ENVIRONMENT

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

CREDIT RATING

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

PARTICULARS OF EMPLOYEES

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

NATURE OF BUSINESS

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

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

DELISTING OF EQUITY SHARES

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

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

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

REPORT ON CORPORATE GOVERNANCE

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

ABRIDGED ANNUAL FINANCIAL STATEMENTS

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

DIRECTORS

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

STATUTORY AUDITORS & AUDITORS' REPORT

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

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

COST AUDITORS

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

CORPORATE SOCIAL RESPONSIBILITY

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

In India

- Installation of Solar Street lights in various villages.

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

- Contribution towards establishment of a Eye Hospital.

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

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

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

In Nigeria by MINL Ltd.

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

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

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

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

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

- Financial Assistance towards wall fencing of local police station.

In Nigeria,by Jebba Paper Mills Ltd

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

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

ACKNOWLEDGEMENT

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

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

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

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

On behalf of the Board

Sd/-

R N Sengupta CHAIRMAN

Kolkata, 30th June 2012

---

Mar 31, 2011

Dear Shareholders,

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

FINANCIAL RESULTS:

Rs. in lacs

2010-11 2009-10

Total Income 94211.39 85139.09

Profit Before Tax 4005.60 3166.01

Less: Provisions for Taxation 1020.00 688.00

Net Profit 2985.60 2478.01

Transfer from Exchange Fluctuation Reserve 200.00 -

Balance brought forward from previous year 7.73 25.71

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

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

(i) General Reserve 300.00 250.00

(ii) Debenture Redemption Reserve 900.00 300.00

(iii) Proposed Dividend on Equity Shares 1638.35 1668.82

(iv) Tax on Proposed Dividends 265.78 277.17

Balance Carried to Balance Sheet 29.52 7.73

Total 3133.65 2503.72

DIVIDEND

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

OPERATIONS AND BUSINESS PERFORMANCE

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

FINANCE

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

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

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

CASH FLOW ANALYSIS

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

CHANGES IN SHARE CAPITAL

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

EARNINGS IN FOREIGN EXCHANGE

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

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

ENVIRONMENT

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

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

DEPOSITS

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

INDUSTRIAL RELATION & PERSONNEL

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

PARTICULARS OF EMPLOYEES

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

NATURE OF BUSINESS

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

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT

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

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

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

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

REPORT ON CORPORATE GOVERNANCE

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

(a) Report on Corporate Governance.

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

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

DIRECTORS

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

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

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

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

STATUTORY AUDITORS & AUDITORS' REPORT

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

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

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

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

COST AUDITORS

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

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

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

ACKNOWLEDGEMENT

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

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

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

Your Directors look forward to the future with conviction.

On behalf of the Board

R N Sengupta Chairman

Kolkata, 27th July 2011

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Mar 31, 2010

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

FINANCIAL RESULTS:

Rs. in lacs

2009-10 2008-09

Total Income 84475.09 88062.09

Total Expenditure 74,991.99 78017.33

Profit before Interest, Depreciation and Tax 9483.10 10044.76

Less: Interest 3180.30 3786.78

Less: Depreciation 1946.81 1917.94

Profit before tax & Exceptional Items 4355.99 4340.04

Less: Prior Period Items 97.64 208.32

Less: Exceptional Items 1092.34 1126.04

Profit Before Tax 3166.01 3005.68

Less: Provisions for Taxation 688.00 620.00

Net Profit 2478.01 2385.68

Balance brought forward from previous year 25.71 36.15

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

(i) General Reserve 250.00 250.00

(ii) Exchange Fluctuation Reserve - 200.00

(iii) Debenture Redemption Reserve 300.00 150.00

(iv) Proposed Dividend on Equity Shares 1668.82 1529.75

(v) Dividend on Preference Shares - 5.46

(vi) Tax on Proposed Dividends 277.17 260.91

Balance Carried to Balance Sheet 7.73 25.72

Total 2503.72 2421.83

DIVIDEND:

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

OPERATIONS AND BUSINESS PERFORMANCE:

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

FINANCE:

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

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

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

CASH FLOW ANALYSIS:

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

BUY BACK OF EQUITY SHARES:

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

EARNINGS IN FOREIGN EXCHANGE:

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

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

ENVIRONMENT:

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

CREDIT RATING:

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

DEPOSITS:

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

INDUSTRIAL RELATIONS & PERSONNEL:

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

PARTICULARS OF EMPLOYEES:

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

DIRECTORS’ RESPONSIBILITY STATEMENT:

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

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

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

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

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

NATURE OF BUSINESS:

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

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENT:

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

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

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

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

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

REPORT ON CORPORATE GOVERNANCE:

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

(a) Report on Corporate Governance.

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

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

DIRECTORS:

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

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

AUDITORS & AUDITORS’ REPORT:

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

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

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

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

ACKNOWLEDGEMENT

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

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

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

On behalf of the Board

R N Sengupta Kolkata,13th November 2010 Chairman