Directors Report of Metal Coatings (India) Ltd.

Mar 31, 2025

Your Directors are pleased to present the 31^st (Thirty-First) Annual
Report on the business and operations of Metal Coatings (India) Limited
("the Company" or "MCIL") along with the audited financial statements
for the financial year ("FY") ended March 31, 2025.

FINANCIAL PERFORMANCE

The Audited Financial Statements of your Company for the financial year ended March 31, 2025, are prepared in
accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The Company''s financial performance for the year ended March 31, 2025 is summarized below:

Particulars	For the year ended 31st March, 2025 (2024-25)	For the year ended 31st March, 2024 (2023-24)
Revenue from Operations	16,025.02	16,841.44
Other income	74.78	51.49
Total income	16,099.80	16,892.93
Operating Expenditure	15,494.06	16,518.53
Depreciation and amortization expense	60.55	53.73
Finance Cost	237.41	0.93
Total Expenditure	15,792.02	16,573.19
Profit/loss before Tax Expense	307.78	319.74
Less: Current tax	104.70	87.55
Deferred Tax	(33.88)	(17.64)
Profit for the year	236.96	249.83
Other Comprehensive Income/(loss)	16.65	18.90
Total Comprehensive Income for the year	253.61	268.73
Opening balance of retained earnings	3,062.78	2,794.05
Closing balance of retained earnings	3,316.39	3,062.78

REVIEW OF PERFORMANCE AND STATE OF COMPANY''S AFFAIRS

The Company reported revenue from operations of ^16,025.02 lakhs as compared to ^16,841.44 lakhs in
the previous financial year. This decline reflects the broader challenges faced by the steel industry during
the year, including intensified competition, fluctuations in global steel prices, and a slowdown in demand
across key domestic and international markets.

Further, the Company reported a net profit of ^236.96 lakhs for the financial year ended March 31, 2025,
as against ^249.83 lakhs in the previous financial year, reflecting a marginal decline. The decrease in
profitability was primarily attributable to an increase in finance costs, which exerted downward pressure
on the bottom line. Looking forward, the Company is actively exploring strategic initiatives aimed at
enhancing financial performance. Key focus areas include improving working capital efficiency, optimizing
cost structures, and implementing targeted operational efficiencies. These measures are expected to
support profitability and strengthen the Company''s financial resilience in the coming years. The
management remains cautiously optimistic about the future prospects and is committed to navigating
through these challenging times with resilience and adaptability.

TRANSFER TO RESERVES

As permitted under the Act, the Board does not propose to transfer any amount from Profit & Loss
Account to the General Reserve. The closing balance of the retained earnings of the Company for the
financial year ended March 31, 2025, after all appropriations and adjustments, was Rs. 3316.39 lakhs.

DIVIDEND

The Board of Directors has recommended a final dividend of 10%, i.e., ^1 per equity share of face value
^10 each, for the financial year ended March 31, 2025. The proposed dividend is subject to approval by
the shareholders at the ensuing Annual General Meeting ("AGM") of the Company.

Upon approval, the dividend will be payable to all shareholders whose names appear in the Register of
Members of the Company and to the beneficial owners as per the records furnished by the National
Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") as on the
record date, i.e., Wednesday, July 23, 2025.

This proposed distribution reflects the Board''s confidence in the Company''s financial stability and its
balanced approach of growth and shareholder''s value creation.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the member''s w.e.f. April 1,
2020, and the Company is required to deduct tax at source from dividend paid to the Members at
prescribed rates as per the Income Tax Act, 1961.

RECORD DATE

The Company has fixed Wednesday, July 23, 2025, as the ''Record Date'' for determining entitlement of
members for payment of the final dividend for the financial year ended March 31, 2025, if approved in the
ensuing AGM by the shareholders of the company.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNT TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 ("IEPF Rules"), the amount of unpaid or
unclaimed dividends lying in the unpaid dividend account for a period of 7 (seven) years from the date of
its transfer to the unpaid dividend account and the underlying equity shares of such unpaid or unclaimed
dividends are required to be transferred to the Investor Education and Protection Fund ("IEPF")
established by the Central Government. The said requirement does not apply to shares in respect of
which there is a specific order of Court, Tribunal, or Statutory Authority restraining any transfer of the
shares.

In this regard and in the interest of the members, the Company has also sent a communication to all the
members whose dividends have remained un-encashed, with a request to send the requisite documents
to them for claiming the un-encashed dividends. Notices in this regard were also published in the
newspapers. As mandated under Rule 5 of the IEPF Rules, the Company has uploaded on its website the
relevant details, including the names and last known addresses of such shareholders, the nature and
amount of the unpaid dividends, and the due date for transfer to the IEPF. This information is accessible
at the Company''s website: www.mcil.net/investors.aspx and on the official website of the IEPF
Authority: www.iepf.gov.in.

All corporate benefits accruing on such shares viz. bonus shares, etc. including dividend, except rights
shares, shall be credited to IEPF Authority.

The shares and unclaimed dividend transferred to the IEPF can, however, be claimed back by the concerned
shareholders from the IEPF Authority after complying with the procedure prescribed under the IEPF Rules.
The Member/Claimant is required to make an online application to the IEPF Authority in Form No. IEPF-5
(available on www.iepf.gov.in) along with requisite fees as decided by the IEPF Authority from time to
time.

The details of unclaimed dividends and shares transferred to IEPF during FY 2024-2025 are as follows:

Financial year	Dividend declared on	Amount of unclaimed dividend transferred	Number of shares transferred
2016-17	22nd September, 2017	^4,90,124/-	5,609

The following table gives information of dates when the amount of dividend is due for transfer to IEPF
after March 31, 2025:

Financial Year Ended	Date of Declaration of Dividend	Due to be transferred to IEPF fund
31st March, 2018	19.09.2018	October, 2025
31st March, 2019	24.09.2019	October, 2026

Mrs. Vidushi Srivastava, the Company Secretary and Compliance Officer of the Company is designated as
the Nodal Officer under the IEPF Rules. The contact details can be accessed on the website of the
Company at https://www.mcil.net/contact.aspx.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its shares lying in demat suspense account/unclaimed suspense
account arising out of public/bonus/right issues as at March 31, 2025. Hence, the particulars relating to
aggregate number of shareholders and the outstanding securities in suspense account and other related
matters are not applicable.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review, there was no change in the nature of the business of the Company.

SHARE CAPITAL

During the financial year ended March 31, 2025, there was no change in the capital structure of the
Company. The authorised share capital of the Company stood at ^ 8,00,00,000/- (Rupees Eight Crores
only), comprising of 80,00,000 (Eighty Lakhs) equity shares of ^10/- (Rupees Ten only) each. The Paid-up
Equity Share Capital of the Company remained at ^ 7,32,68,000/- (Rupees Seven Crores Thirty-Two Lakhs
Sixty-Eight Thousand only), comprising of 73,26,800 (Seventy-Three Lakhs Twenty-Six Thousand Eight
Hundred) equity shares of ^10/- (Rupees Ten only) each. The capital structure continues to reflect a stable
equity base, supporting the Company''s long-term strategic and operational objectives.

Further, the company''s equity shares are listed on BSE Limited ("BSE") and at the closure of financial year
2024-25, none of the Directors or Key Managerial Personnel of the Company holds any instruments
convertible into equity shares of the Company. All the Shares held by the Promoters are in dematerialized
form. The Company has also not issued any shares with differential voting rights or granted any stock
options or sweat equity during the financial year 2024-25.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company did not have any subsidiaries, joint ventures, or associate companies during the year under
review. Accordingly, disclosure of details pertaining to the same is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, your Company has complied with all the provisions of Section 186 of the
Act in respect of loans given and investments made. The particulars of loans given and investments made
during the year under review are given in the notes forming part of the financial statements.

NO DEFAULT

During the period under review, the Company has not defaulted in payment of interest and repayment of
loans to any of the financial lenders.

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

There have been no material changes or commitments affecting the financial position of the Company
that have occurred subsequent to the close of the financial year and up to the date of this report, except
as stated below:

During the period under review, the Company has made a payment of ^ 250.32 lakhs towards the one¬
time settlement of all outstanding dues under the "Vivadon Ka Samadhan - One-Time Settlement
Scheme (OTSS)" introduced by the Haryana State Industrial and Infrastructure Development Corporation
(HSIIDC). The settlement pertains to the industrial plot situated at Plot No. 113, HSIIDC Industrial Estate,
Sector 59, Faridabad - 121004.

CREDIT RATING

Your Company''s financial discipline and prudence are reflected in the strong credit ratings assigned by
rating agencies. During FY 2024-25, Acuite Ratings & Research Limited reaffirmed the long-term rating of
''ACUITE BBB'' (read as ACUITE BBB) and the short-term rating of ''ACUITE A3 '' (read as ACUITE A three
plus) on the bank facilities of the Company. The outlook is ''Stable''.

AUDITORS AND AUDITOR''S REPORT

i. Statutory Auditors & their report

The members of the Company, at the Annual General Meeting held on September 16, 2021, approved
the appointment of M/s Mehra Goel & Co., Chartered Accountants (Firm Registration No. 000517N), as
the Statutory Auditors of the Company, pursuant to the provisions of Section 139 of the Act and
Companies (Audit & Auditors) Rules, 2014, for a period of five years commencing from the conclusion
of the 27^th Annual General Meeting until the conclusion of the 32^nd Annual General Meeting of the
Company to be held in 2026.

The Company has received the consent from the Auditors and confirmation to the effect that they are
not disqualified to be appointed as the Auditors of the Company in terms of the provisions of the Act
and the rules made thereunder.

A Representative of M/s. Mehra Goel & Co., Chartered Accountants, Statutory Auditor of your
Company attended the previous AGM of your Company held on August 14, 2024.

M/s Mehra Goel & Co., Chartered Accountants, have submitted their Report on the Financial
Statements of the Company for the financial year 2024-25, which forms part of the Annual Report
2024-25. There are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the auditors in the Audit Report for the FY ended March 31, 2025, issued by them.

The Statutory Auditors'' Report on the accounts of the Company for the accounting year ended March
31, 2025, is self-explanatory and does not call for further explanations or comments that may be
treated as adequate compliance with Section 134 of the Act.

No frauds have been reported by the Statutory Auditors during the FY 2024-2025 pursuant to the
provisions of Section 143(12) of the Act.

ii. Secretarial Auditors & their report

Pursuant to the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit
Committee, the Board of Directors had re-appointed M/s CPA & Co., Practising Company Secretaries,
as Secretarial Auditors to undertake the Secretarial Audit of the Company for the FY 2024-25. The
Report given by the Secretarial Auditors is annexed as Annexure I and forms an integral part of this
Report.

The Secretarial Audit Report is self-explanatory and does not call for any comments. Further, the
Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the financial year ended March 31, 2025, the Secretarial Auditors have not reported any
instances of fraud committed in your Company by Company''s officers or employees as required under
Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of
the Act.

Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to your approval
being sought at the ensuing AGM M/s CPA & Co., Practising Company Secretaries (FRN-
P2013HR039800); (Peer reviewed certificate no. 5683/2024) has been appointed as a Secretarial
Auditor to undertake the Secretarial Audit of your Company for the first term of five consecutive
financial years from FY 2025-26 till FY 2029-30.

M/s CPA & Co. have provided their written consent to act as the Secretarial Auditors and have
confirmed that they meet the eligibility criteria and are not disqualified from being appointed as the
Auditors of the Company in terms of the provisions of the SEBI Listing Regulations, the Act and the
rules made thereunder.

iii. Cost Auditor & their report

Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit)
Rules 2014, the Board of Directors on the recommendation of the Audit Committee, at its meeting
held on June 24, 2025, has approved the appointment of Mr. Ramawatar Sunar, Cost Accountant
(Registration No. 100691), as Cost Auditor for the FY 2025-26 to conduct a cost audit of the accounts
maintained by the Company in respect of the various products prescribed under the applicable Cost
Audit Rules. Company has received written consent from Mr. Ramawatar Sunar, Cost Accountant to
the effect that his appointment, if made, will be in accordance with the applicable provisions of the Act
and the rules framed thereunder. He has confirmed his independent status and affirmed that he is free
from any disqualifications as specified under section 141 of the Act.

The remuneration of Cost Auditors has been approved by the Board of Directors on the
recommendation of the Audit Committee. In terms of the Act and rules made thereunder, a proposal
for ratification of remuneration of the Cost Auditor for the FY 2025-26 is to be placed before the
Shareholders for approval in the ensuing AGM of the Company. In the opinion of the Directors,
considering the limited scope of the audit, the proposed remuneration payable to the Cost Auditor
would be reasonable and fair and commensurate with the scope of work carried out by them.

The Report of the Cost Auditors for the financial year ended March 31, 2025 is under finalization and
shall be filed with the Ministry of Corporate Affairs within the prescribed period.

As per Section 148(1) of the Act, the cost records as specified by the Central Government are being
made and maintained by your Company. Further, the company has filed the Cost Audit Report for the
FY 2023-24 with the Registrar of Companies, Ministry of Corporate Affairs in the XBRL mode during the
year under review within the due date. The due date for submission of the Cost Audit Report for the FY
2024-25 is within 180 days from March 31, 2025.

iv. Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014
and on the recommendation of the Audit Committee, the Board of Directors appointed Mr. Chander
Prakash Sharma as internal auditor of the Company for the FY 2024-25 to conduct an internal audit of
the functions and activities of the company. Internal Auditors are appointed by the Board of Directors
of the Company on a yearly basis. The internal auditor''s report does not contain any findings on the
Internal Audit of the Company.

Further, pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)
Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors appointed
Mr. Chander Prakash Sharma to conduct an Internal Audit of the Company for the FY 2025-26. Your
Company has received written consent from Mr. Chander Prakash Sharma to act as Internal Auditor of
the Company for the FY 2025-26.

TRANSACTIONS WITH RELATED PARTIES

The Company has established a robust process for the approval of
related party transactions ("RPTs") and for dealing with the related
parties. In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has formulated a policy on the materiality of
related party transactions and on dealing with such transactions in
compliance with the applicable provisions.

During the year, the Board approved an amendment to the RPTs policy at its meeting held on February
14, 2025 based on the Audit Committee''s recommendation. These changes were made to incorporate the
amendments to the SEBI Listing Regulations.

The Policy is designed to ensure that appropriate reporting, approval, and disclosure processes are
followed for all transactions entered into between the Company and its related parties, in the best
interest of the Company and its stakeholders. The policy is uploaded on the website of the Company at
https://www.mcil.net/investors.aspx.

Pursuant to the provisions of Sections 177 and 188 of the Act and rules made thereunder read with
Regulation 23 of SEBI Listing Regulations, all RPTs are placed before the Audit Committee for review and
approval. Further, the Company obtained the necessary prior omnibus approvals from the Audit
Committee for related party transactions entered during the FY 2024-25.

All contracts/arrangements/transactions entered into by the Company during the FY 2024-25 with related
parties, as defined under the Act and SEBI Listing Regulations, were in the ordinary course of business and
on arm''s length basis and were periodically placed before the Audit Committee of the Company for its
review. The details of the RPTs are set out in Note No. 34 to the Financial Statements of the Company.

Regulation 23(1) of the SEBI Listing Regulations states that all RPTs with an aggregate value exceeding

I, 000 crores or 10% of the annual consolidated turnover of the Company, whichever is lower, shall be
treated as Material Related Party Transactions ("MRPTs") and shall require prior approval of
shareholders. The said limits are applicable, even if the transactions are in the ordinary course of business
of the concerned company and at an arm''s length basis. During the year under review, the Company has
entered into MRPTs with Khandelwal Busar Industries Private Limited. The particulars of contracts
entered into with related parties are shown in the prescribed form AOC-2 which is enclosed as Annexure-

II.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company does not fall within the scope of Section 135(1) of the Act. Accordingly, the provisions
relating to the constitution of a CSR Committee and the obligation to incur CSR expenditure under Section
135(5) of the Act are not applicable to the Company for the FY 2024-25.

INTERNAL FINANCIAL CONTROL, INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY

The Company has designed and implemented a process-driven framework for Internal Financial Controls
("IFC") within the meaning of the explanation to Section 134(5)(e) of the Act. This framework is built upon
well-defined standards, processes, and governance structures aimed at ensuring operational efficiency,
regulatory compliance, and the reliability of financial reporting.

MClL''s internal controls are commensurate with its size and the nature of its operations. These have been
designed to provide reasonable assurance with regard to recording and providing reliable financial and
operational information, accuracy and completeness of accounting records, complying with applicable
statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization,
prevention and detection of fraud or errors, the timely preparation of financial statements and ensuring
compliance with corporate policies.

To ensure objectivity and independence, the internal auditor reports directly to the chairman of the audit
committee and is responsible for continuously monitoring and evaluating the adequacy and effectiveness
of the Company''s internal control environment. This includes regular assessments of compliance with
operating procedures, accounting policies, and overall systems to support the orderly and efficient
conduct of business operations.

INDIAN ACCOUNTING STANDARDS, 2015

The financial statements annexed comply in all material aspects with Indian Accounting Standards
notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015
and other relevant provisions of the Act.

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicable provisions of
Secretarial Standards on Meetings of the Board of Directors ("SS-1") and General Meetings ("SS-2") issued
by the Institute of Company Secretaries of India and that such systems are adequate and operating
effectively.

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

The Company believes that the women employees should have the opportunity to work in an
environment free from any conduct which can be considered as a Sexual Harassment. The Company is
committed to treating every employee with dignity
and respect, fosters to create a workplace which is
safe and free from any act of Sexual Harassment.

In accordance with the provisions of the Sexual ...........................

Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and the "POSH Act & Rules", the Company has implemented a
Prevention of Sexual Harassment (POSH) Policy and constituted Internal Committees (ICs) to address and
resolve complaints related to sexual harassment. The ICs comprise external members with relevant
expertise and are chaired by senior women employee. This committee is responsible for conducting
investigations and making decisions at their respective locations.

The Company has zero tolerance for sexual harassment at the workplace. The ICs also work extensively on
creating awareness on the relevance of sexual harassment issues, including while working remotely. The
employees are required to undergo mandatory training on POSH to sensitize themselves and strengthen
their awareness.

During the year under review, your Company has not received any complaints pertaining to sexual
harassment.

INFORMATION REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

A. Conservation of Energy

The Company regularly monitors energy usage at its manufacturing facility to enhance efficiency. Routine
inspections of electrical equipment and installations are carried out to ensure optimal performance, and
non-operational machinery is systematically powered down to prevent energy wastage. Currently, the
Company uses Piped Natural Gas (PNG) and continues to evaluate other alternatives to further reduce its
dependency on conventional power sources. The Company has not incurred any capital expenditure on
energy conservation equipment during the FY 2024-25.

B. Technology Absorption

The Company fosters innovation by empowering its engineering team to develop new steel grades and
integrate advanced manufacturing practices aimed at enhancing competitiveness. These initiatives
contribute significantly to product development, quality improvement, and cost optimization, thereby
strengthening the Company''s position in competitive markets. Further, the Company has neither
imported any technology in the last three years nor incurred any expenditure on research and
development (R&D) activities during the FY 2024-25.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no foreign exchange earnings and outgo during the period under review.

WEB LINK OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the Annual Return of the
Company for the FY ended March 31, 2025, has been placed on the Company''s website and is available
at: https://www.mcil.net/investors.aspx.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The board remains steadfast in its commitment to upholding the highest standards of corporate
governance within the Company. The board consistently establishes standards that not only comply with
applicable laws but also exceed expectations across all aspects of the company''s operations. It retains
overall responsibility for strategic direction, capital allocation, capital structure, financing decisions, policy
supervision, internal control systems, and the reinforcement of ethical conduct.

As of March 31, 2025, the Company''s Board of Directors comprised of six members, of which two are
executive Directors and four are non-Executive Independent Directors (including three Independent
Women Directors). This composition complies with Regulation 17 of the SEBI Listing Regulations, Section
149 of the Act, and the Company''s Articles of Association. The board possesses the requisite
qualifications, expertise, and integrity, with detailed disclosures provided in the Corporate Governance
Report.

During the FY 2024-25, the board met 7 (seven) times, ensuring that the interval between any two
meetings did not exceed 120 days. Meetings were conducted at the Registered Office of the Company at
912, Hemkunt Chambers, 89, Nehru Place, New Delhi-110019. To enable seamless participation, the
Company provided video conferencing facilities to the directors for attending Board meetings. Notices,
Agendas and detailed notes were circulated in advance to facilitate informed decision-making. All
committee recommendations were presented to the Board for approval.

The necessary quorum was present in all the meetings. The particulars of meetings held and attended by
each director are detailed in the Corporate Governance Report.

S.No.	Date of Board Meeting (FY 2024-25)
1	May 17, 2024
2	May 29, 2024
3	July 9, 2024
4	August 10, 2024
5	August 26, 2024
6	November 12, 2024
7	February 14, 2025

CHANGE IN DIRECTORATE

i) Re-appointment of Non-Executive Independent Director - Mr. Sachin Khurana

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of
Directors of the Company in its meeting held on May 17, 2024, has approved the Re-appointment of Mr.
Sachin Khurana (DIN: 06435657) as Non-Executive Independent Director of the Company for a second
term of 5 (Five) consecutive years commencing from May 18, 2024 up to May 17, 2029, not liable to retire
by rotation, and the same has been approved by the shareholders of the Company via special resolution
passed in the 30^th Annual General Meeting held on August 14, 2024.

CS Sachin Khurana (FCS, M. Com, LL.B.), associated with the profession of Company Secretaries for around
12 years, is presently practicing as a Company Secretary and is the Partner of M/s. RMG & Associates,
Company Secretaries. Mr. Khurana''s specialization is in handling complex assignments of Corporate Laws,
Secretarial Audits, Due Diligence & IPR. He is regularly appearing before various Quasi-Judicial Authorities
and other regulators.

He is elected to the Management Committee of Company Secretary Benevolent Fund (CSBF) of the
Institute of Company Secretaries of India for the term 2022-2026. He is also a member of MSME & Start¬
up Board of the Institute of Company Secretaries of India for the year 2025.

He is also empaneled as a Trade Mark Agent with the Office of the Controller General of Patents, Designs
and Trade Marks. He is also Corporate Social Responsibility Professional certified by the Institute of
Company Secretaries of India.

He is duly registered with the Indian Institute of Corporate Affairs as Independent Director for a life term.
He is also a co-convener of Corporate Law and Corporate Governance Group established by Bhartiya Vitta
Salahkar Samiti (BVSS), a leading thinktank of Indian Finance Professionals.

With regard to integrity, expertise, and experience, including the proficiency of Mr. Sachin Khurana (DIN:
06435657), the Board of Directors have taken on record the declarations and confirmations submitted by
him and is of the opinion that he is a person of integrity and possesses relevant expertise and experience,
and his association as Director will be of immense benefit and in the best interest of the Company.

With regard to the proficiency of Mr. Sachin Khurana (DIN: 06435657), Non-Executive Independent
Director, ascertained from the online proficiency self-assessment test conducted by the Institute, as
notified under Section 150(1) of the Act, the Board of Directors have taken on record the information
submitted by him that he has complied with the applicable laws.

ii) Appointment of Non-Executive Independent Director - Mrs. Deeksha Keswani

The Board of Directors of your Company, at its meeting held on May 17, 2024, based on the
recommendation of the Nomination and Remuneration Committee, has appointed Mrs. Deeksha Keswani
(DIN: 10531070) as an Additional Independent Director of the Company, not liable to retire by rotation,
w.e.f. May 17, 2024, for a term of 2 (two) consecutive years, i.e., from May 17, 2024, to May 16, 2026,
and the same had been approved by the shareholders of the Company via special resolution passed in the
30^th Annual General Meeting held on August 14, 2024.

CS Deeksha Keswani, an accomplished Company Secretary, brings a wealth of experience spanning
numerous industries, accumulated over several years. With a strong foundation in corporate advisory
encompassing Company law, SEBI and Listing regulations, Secretarial compliances, Capital markets and
Financial services, she is recognized for her innovative mindset and meticulous professionalism.

She is highly regarded for her adeptness in translating theoretical knowledge into practical application,
demonstrating a profound understanding of company law, SEBI regulations, and other statutory
mandates. Her track record reflects a seamless integration of expertise and hands-on experience, making
her a trusted resource in navigating complex legal landscapes within the corporate realm.

With regard to integrity, expertise, and experience, including the proficiency of Mrs. Deeksha Keswani
(DIN: 10531070), the Board of Directors have taken on record the declarations and confirmations
submitted by her and is of the opinion that she is a person of integrity and possesses relevant expertise
and experience, and her association as Director will be of immense benefit and in the best interest of the
Company.

With regard to the proficiency of Mrs. Deeksha Keswani (DIN: 10531070), Non-Executive Independent
Director, ascertained from the online proficiency self-assessment test conducted by the Institute, as
notified under Section 150(1) of the Act, the Board of Directors have taken on record the information
submitted by her that she has complied with the applicable laws.

iii) Appointment of Non-Executive Independent Director - Ms. Aanchal Gupta

The Board of Directors of your Company at its meeting held on July 9, 2024, based on the
recommendation of the Nomination and Remuneration Committee, has appointed Ms. Aanchal Gupta
(DIN: 10692929) as an Additional Independent Director of the Company, not liable to retire by rotation,
w.e.f. July 9, 2024, for a term of 5 (five) consecutive years, i.e., from July 9, 2024, to July 8, 2029, and the
same had been approved by the shareholders of the Company via special resolution passed in the 30^th
Annual General Meeting held on August 14, 2024.

Ms. Aanchal Gupta is a seasoned professional with over 17 years of experience in finance, cost analysis,
corporate governance, and risk management. She is an accomplished Cost accountant from the Institute
of Cost and Management Accountants of India, Delhi, and has a Bachelor''s degree in Commerce from the
University of Delhi. She also holds a post-graduation diploma in business administration and finance from
the Symbiosis Centre for Distance Learning.

She began her career with JBM Industries Limited, where she honed her skills in financial analysis and
management. Over the years, she has held senior management positions in several leading companies,
including EY and Alstom, where she played a pivotal role in driving growth and ensuring regulatory
compliance.

With regard to integrity, expertise, and experience, including the proficiency of Ms. Aanchal Gupta (DIN:
10692929), the Board of Directors have taken on record the declarations and confirmations submitted by
her and is of the opinion that she is a person of integrity and possesses relevant expertise and experience,
and her association as Director will be of immense benefit and in the best interest of the Company.

With regard to the proficiency of Ms. Aanchal Gupta (DIN: 10692929), Non-Executive Independent
Director, ascertained from the online proficiency self-assessment test conducted by the Institute, as
notified under Section 150(1) of the Act, the Board of Directors have taken on record the information
submitted by her that she has complied with the applicable laws.

iv) Re-Appointment of Executive Directors - Mr. Ramesh Chander Khandelwal & Mr. Pramod Khandelwal

The Board of Directors of your Company at its meeting held on July 9, 2024, based on the
recommendation of Nomination & Remuneration Committee, has approved the re-appointment of Mr.
Ramesh Chander Khandelwal (DIN: 00124085) as Whole-time Director of the Company and Mr. Pramod
Khandelwal (DIN: 00124082) as Managing Director of the Company in accordance with the provisions of
Sections 196, 197, 198, 203 and other applicable provisions of the Act, and the rules made thereunder
read with Schedule-V of the Act (including any statutory modification or re-enactment thereof) for a
period of 3 (three) years with effect from October 1, 2024 to September 30, 2027 and also approved the
terms and conditions of their re-appointment including payment of remuneration.

Further, the same had been approved by the shareholders of the Company via Special resolution passed
in the 30^th Annual General Meeting held on August 14, 2024.

v) Retirement by rotation and subsequent re-appointment - Mr. Ramesh Chander Khandelwal & Mr.
Pramod Khandelwal

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr.
Ramesh Chander Khandelwal (DIN: 00124085), Director of the Company being liable to retire by rotation,
was retired at the 30^th Annual General Meeting, and being eligible, offers his candidature for re¬
appointment, and the same had been approved by the shareholders of the Company via Ordinary
resolution passed in the 30^th Annual General Meeting held on August 14, 2024.

Further, in terms of the said provisions, Mr. Pramod Khandelwal (DIN: 00124082), Director of the
Company being liable to retire by rotation, shall retire at the ensuing AGM and, being eligible, offers his
candidature for re-appointment. The brief resume and other details, as required under Regulation 36(3)
of the SEBI Listing Regulations, of the Directors seeking appointment / re-appointment at the ensuing
AGM are provided in the Notice of the 31^st AGM of the Company which forms part of the Annual Report.

The Board extends its sincere appreciation for the leadership, guidance, and significant contributions of
the Directors during their respective tenures. Their steadfast dedication to high standards of governance
and their vital role in driving the Company''s sustained growth and success are deeply valued. The
Directors'' commitment to upholding the Company''s core values and ensuring adherence to corporate
policies has been crucial in achieving strategic goals and advancing the Company''s transformation
journey.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has, inter-alia, received the following declarations from all the Independent Directors
confirming that:

1. they meet the independence criteria as specified under the provisions of Section 149(7) of the Act and
Regulation 25(8) of the SEBI Listing Regulation and there has been no change in their status as
Independent Directors;

2. they have complied with the Code for Independent Directors as outlined in Schedule IV of the Act;

3. they have complied with the Code of conduct for Directors and Senior Management Personnel formulated
by Company. The same is attached in the Corporate Governance section of this Annual Report and;

4. they have registered themselves with the Independent Directors'' Database maintained by the Indian
Institute of Corporate Affairs pursuant to Section 150(3) of the Act, read with sub-rule (3) of Rule 6 of the
Companies (Appointment and Qualifications of Directors) Rules, 2014.

KEY MANAGERIAL PERSONNEL

The Board of Directors of the Company, at its meeting held on July
9, 2024, based on the recommendation of the Nomination and
Remuneration Committee, approved the re-appointment of Mr.
Ramesh Chander Khandelwal (DIN: 00124085) as Whole-time
Director and Mr. Pramod Khandelwal (DIN: 00124082) as
Managing Director of the Company for a period of 3 (three) years
with effect from October 1, 2024 to September 30, 2027. These
re-appointments were subsequently approved by the shareholders

through special resolutions passed at the 30^th Annual General Meeting held on August 14, 2024.

The following persons have been designated as Key Managerial Personnel ("KMP") of the Company in
accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the rules framed
thereunder: -

a. Mr. Ramesh Chander Khandelwal, Chairman and Whole Time Director;

b. Mr. Pramod Khandelwal, Managing Director;

c. Mr. Ram Avtar Sharma, Chief Financial Officer and

d. Mrs. Vidushi Srivastava, Company Secretary & Compliance Officer

None of the Whole-time KMP of the Company holds office as KMP in any other company. Further, none of
the Directors or KMP of the Company is disqualified from holding such positions under the provisions of
the Act.

MANAGERIAL REMUNERATION

Disclosures in terms of the provisions of Section 197(12) of the Act, read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time,
relating to the remuneration and other details as required are appended as Annexure III to the Report.

COMMITTEES OF BOARD

In compliance with the Act and the SEBI Listing Regulations, the Company has established following
various Statutory Committee:

1. Audit Committee

The Audit Committee of the Board as on March 31, 2025, comprises Non-Executive Independent
Directors, the details of which are given below:

Name of Member	Designation	Category
Mrs. Rupali Aggarwal	Chairman	Non-executive- Independent director
Mr. Sachin Khurana	Member	Non-executive- Independent director
Mrs. Deeksha Keswani	Member	Non-executive- Independent director
Ms. Aanchal Gupta	Member	Non-executive- Independent director

The powers, roles, and terms of reference of the Audit Committee cover the areas as contemplated under
Regulation 18 read with Part C of Schedule II of SEBI Listing Obligation Regulation, Section 177 of the Act,
and such other functions as may be specifically delegated to the Committee by the Board from time to
time.

During the FY 2024-25, 6 (six) Audit Committee meetings were held on May 29, 2024, July 9, 2024, August
10, 2024, August 26, 2024, November 12, 2024 and February 14, 2025. The gap between two consecutive
Audit Committee meetings did not exceed one hundred twenty (120) days as prescribed under the Act
and the SEBI Listing Regulations. The necessary quorum was present at all the meetings. The particulars of
meetings held and attended by each Director are detailed in the Corporate Governance Report. During
the year all the recommendations made by the Audit Committee were accepted by the Board.

2. Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Board as on March 31, 2025, comprises Non-Executive
Independent Directors, the details of which are given below:

Name of Member	Designation	Category
Mrs. Rupali Aggarwal	Chairman	Non-executive- Independent director
Mr. Sachin Khurana	Member	Non-executive- Independent director
Mrs. Deeksha Keswani	Member	Non-executive- Independent director
Ms. Aanchal Gupta	Member	Non-executive- Independent director

The powers, role, and terms of reference of the Nomination and Remuneration Committee cover the
areas as contemplated under Regulation 19 read with Part D of Schedule II of SEBI Listing Regulations and
Section 178 of the Act, besides other terms as may be referred to by the Board of Directors.

During the FY 2024-25, 2 (two) Nomination and Remuneration Committee meetings were held on May 17,
2024, and July 9, 2024. The necessary quorum was present at all the meetings. The particulars of
meetings held and attended by each Director are detailed in the Corporate Governance Report. During
the year, all the recommendations made by the Nomination and Remuneration Committee were
accepted by the Board.

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Board, as on March 31, 2025, comprises directors as
detailed below:

Name of Member	Designation	Category
Mrs. Rupali Aggarwal	Chairman	Non-executive- Independent director
Mr. Pramod Khandelwal	Member	Executive director
Mr. Ramesh Chander Khandelwal	Member	Executive director
Ms. Aanchal Gupta	Member	Non-executive- Independent director

The Committee, inter alia, reviews and ensures redressal of investor grievances.

The powers, role, and terms of reference of the Stakeholders Relationship Committee cover the areas as
contemplated under Regulation 20 read with Part D of Schedule II of SEBI Listing Regulations and Section
178 of the Act, besides other terms as may be referred to by the Board of Directors.

During the financial year 2024-25, 4 (four) Stakeholders Relationship Committee meetings were held on
May 17, 2024, August 10, 2024, November 12, 2024 and February 14, 2025. The necessary quorum was
present at all the meetings. The particulars of meetings held and attended by each Director are detailed in
the Corporate Governance Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
INCLUDING INDEPENDENT DIRECTORS

In accordance with the provisions of the Act and the SEBI Listing Regulations, the Company has laid down
the manner for conducting the Annual Performance Evaluation process, evaluating the performance of
the Board, the Committees of Board and the individual directors including Chairman.

The performance of the board was evaluated after seeking inputs from all the directors primarily on:

> Composition and quality of the Board, with particular emphasis on its size, diversity, and the skill set of
its members;

> Effectiveness of Board processes and procedures, including the frequency of meetings, attendance,
and the adequacy and timeliness of information shared;

> Oversight of the financial reporting process, including the effectiveness of internal controls; and

> Engagement in matters of corporate governance, adherence to ethical standards, and compliance with
the Company''s Code of Conduct.

The Board evaluated the performance of the Committees on the following parameters:

> Appropriateness of each Committee''s size and composition;

> Availability and adequacy of internal and external resources and support;

> Frequency and overall effectiveness of meetings;

> Quality of time spent on discussions during meetings; and

> Relevance and impact of the Committees'' advice and recommendations to the Board.

The performance evaluation of the Individual Directors was carried out by the Board and other Individual
Directors, based on parameters such as:

> Demonstration of effective leadership qualities and relevant skills;

> Implementation of observations and suggestions made by Board members;

> Timely and effective resolution of issues raised by Board members;

> Ability to foster consensus in situations involving differing views or potential conflicts of interest;

> Adequate understanding of the Company''s strategy and objectives;

> Effective utilization of the Independent Directors'' expertise and experience;

^ Active and open participation in Board deliberations; and

^ Consistent focus on stakeholder interests while making decisions.

Evaluation Outcome

The evaluation concluded that the Board operates effectively and upholds the highest standards of
corporate governance. Its functioning is transparent, and Board members contribute meaningfully in
areas such as strategy, compliance, and performance monitoring. The Company ensures timely
communication of meeting agendas, encourages informed discussions, and accurately documents
meeting outcomes.

The Committees are effective in supporting the Board''s performance, and their suggestions are readily
considered and implemented by management.

Non-Independent Directors were found to possess deep expertise in their respective domains, offering
significant contributions toward the Company''s success. Their understanding of industry trends, business
challenges, and global developments is exceptional.

Independent Directors were evaluated by the entire Board, excluding the individual under review. The
Board affirmed that the Independent Directors demonstrate integrity, industry-specific expertise, and
relevant experience.

Overall, the performance of the Board and each of its Directors was rated as satisfactory. The flow of
information between management and the Board was found to be timely, qualitative, and sufficient for
informed decision-making.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are periodically updated by the Company with the Company''s policies, business,
on - going events and roles and responsibilities of the Directors. The Board is also updated on the
operations, key trends and risk universe applicable to your Company''s business. These updates help the
Directors in keeping abreast of key changes and their impact on your Company.

Executive Management, through presentations at Board and Committee Meetings, provides them regular
updates on the Company including financial and business performance, operational highlights, business
risks and their mitigation plans, new offerings, major clients, material litigations, regulatory compliance
status and relevant changes in statutory regulations. Additionally, the Directors also participate in various
programmes /meetings where subject matter experts apprise the Directors on key global trends.

Details of such a familiarization programme are posted on the website of the Company at the web link
https://www.mcil.net/investors1.aspx?catid=19

BOARD POLICIES

The details of various policies approved and adopted by the Board as
required under the Act and SEBI Listing Regulations are summarised below:

a. Nomination and Remuneration policy

In accordance with the provisions of Section 178 of the Act, and Regulation 19 of the SEBI Listing
Regulations, the Company''s Nomination and Remuneration Policy of the Company is designed to attract,
retain, and motivate competent individuals while ensuring performance-driven remuneration aligned
with industry standards. The policy promotes a transparent nomination process based on merit and
diversity, fostering a balanced Board with a mix of skills, experience, age, gender, and backgrounds. The
details of this policy are set out in the Corporate Governance Report, which forms part of this Report.

The Nomination and Remuneration Policy is available on the Company''s website at:
https://www.mcil.net/investors.aspx.

b. Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Whistle Blower Policy as part of its commitment to uphold the highest
standards of integrity, transparency, and accountability in all its dealings. This policy has been formulated
in compliance with the provisions of Section 177(9) of the Act, and Regulation 22 of the SEBI Listing
Regulations.

The policy provides a formal mechanism for directors, employees, and other stakeholders to report their
genuine concerns regarding unethical behavior, actual or suspected fraud, or violation of the Company''s
Code of Conduct, policies, or any applicable laws and regulations. The Vigil Mechanism encourages
individuals to voice concerns without fear of retaliation, ensuring adequate safeguards against
victimization of whistle blowers. The identity of the reporting employee is kept confidential. During the
financial year, no personnel have been denied access to Audit Committee. The details of this policy are set
out in the Corporate Governance Report, which forms part of this Report.

The Audit Committee periodically reviews the functioning of the vigil mechanism and ensures that the
process is robust, fair, and effectively implemented. The Whistle Blower Policy is available on the website
of the Company at: https://www.mcil.net/investors.aspx.

c. Risk Management Policy

The Company acknowledges that risk is an inherent aspect of any business and has adopted a
comprehensive Risk Management Policy to identify, evaluate, and mitigate various types of risks. This
policy provides a structured framework to ensure the sustainability of business operations and to protect
stakeholders'' interests.

The Audit Committee reviews the Risk Management framework periodically to ensure its adequacy and
effectiveness. The Risk Management Policy outlines the Company''s approach to managing risks across all
areas of operations and is designed to promote informed decision-making and proactive risk mitigation.

The Risk Management Policy is available on the Company''s website at:
https://www.mcil.net/investors.aspx.

d. Code for Prevention of Insider Trading

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, the Company has adopted a comprehensive Code of Conduct (" Code") to regulate, monitor, and
report trading in the Company''s securities by designated persons and their immediate relatives.

The Code sets out detailed procedures to be followed by designated persons when trading or dealing in
the Company''s shares and while handling or sharing Unpublished Price Sensitive Information ("UPSI"). It
also outlines the Company''s responsibilities in maintaining a structured digital database, implementing
robust mechanisms to prevent insider trading, and sensitizing relevant individuals on the critical nature of
UPSI.

Further, it also includes code for practices and procedures for fair disclosure of unpublished price
sensitive information which has been made available on the Company''s website at:
https://www.mcil.net/investors.aspx.

e. Code of Conduct and Ethics

The Company has adopted a Code of Conduct and Ethics applicable to all Directors and Senior
Management Personnel. This Code serves as the foundation of the Company''s governance philosophy and
ethical business conduct. It outlines the principles that govern interactions with stakeholders and
emphasizes integrity, transparency, accountability, and compliance.

The Code is available on the Company''s website at: https://www.mcil.net/investors.aspx.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) & 134(5) of the Act, your Board of Directors'' to the
best of their knowledge and ability hereby confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material departures;

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

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

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls for the Company and these internal financial
controls were adequate and operating effectively; and

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.

ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the regulators or courts
or tribunals impacting the going concern status of the Company and its operations in the future.

DEPOSITS

During the year ended March 31, 2025, the Company has not accepted any deposits from public pursuant
to Sections 73 to 76 of the Act, and the Companies (Acceptance of Deposits) Rules, 2014 (as amended)
and as such, no amount on account of principal or interest on deposits from public was outstanding as
March 31, 2025.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no proceedings pending as on March 31, 2025, under the Insolvency and Bankruptcy Code,
2016 (as amended), either initiated by the Company or filed against the Company, before the National
Company Law Tribunal or any other court or tribunal.

DIFFERENCE IN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

There were no instances where your Company required the valuation for a one-time settlement while
taking the loan from the Banks or Financial institutions.

FRAUDS REPORTED BY AUDITORS

Pursuant to Section 143(12) of Act, read with rules framed thereunder, none of the Auditors of the
Company have reported to the Audit Committee or to the Central Government, any incident of fraud by
the Company or material fraud on the Company by its officers or employees occurred during the period
under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as specified under Regulation 34 read with Schedule V
of SEBI Listing Regulation, capturing performance, industry trends and other material changes with
respect to your Company is presented in a separate section, forming part of this Annual Report.

LISTING ON STOCK EXCHANGE

The equity shares of the Company are listed on Bombay Stock Exchange
Limited ("BSE"). The Annual Listing fees for the FY 2025-26 have been duly
paid to the said Stock Exchange. The Company is in compliance with all
applicable provisions of SEBI Listing Regulation, entered with BSE.

CORPORATE GOVERNANCE

Your Company emphasizes maintaining the highest standards of corporate governance and believes in
adopting best practices and principles, which are reflected through the Company''s code of business
conduct, Corporate Governance Guidelines, charter of various committees, and disclosure policy. The
Company fully adheres to the standards set out by the SEBI for corporate governance practices.

The report on Corporate Governance as stipulated under Regulation 34 of the SEBI Listing Regulation, for
the year ended March 31, 2025, forms part of this Annual Report. The requisite certificate from the
Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as
stipulated under Schedule V of the SEBI Listing Regulations is attached to the report on Corporate
Governance.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company places strong emphasis on aligning its employees with the organizational culture and core
values while maintaining a clear focus on business objectives. Regular technical and safety training
programs are conducted for workers to enhance their skills and awareness. Various initiatives have been
undertaken to improve productivity across the organization. The Company continues to maintain healthy,
cordial, and harmonious industrial relations at all its offices and operational establishments.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors extends its sincere appreciation to the Company''s financial institutions, bankers,
customers, and vendors for their continued support, cooperation, and encouragement. The Board also
places on record its deep gratitude to all employees for their dedication, hard work, and unwavering
commitment to the Company''s success.

The Company remains committed to fostering and strengthening its relationships with trade partners,
based on mutual benefit, respect, and collaboration, while upholding the interests of consumers. The
Directors also take this opportunity to express their heartfelt thanks to all shareholders, business
partners, government and regulatory authorities, and stock exchanges for their continued trust and
support.

For and on behalf of the Board of Directors

Date: 24^th June, 2025

Place: New Delhi Sd/-

Ramesh Chander Khandelwal
Chairman
(DIN:00124085)

---

Mar 31, 2024

Your Directors are pleased to present the 30^th (Thirtieth) Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year (“FY”) ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year under review along with previous year’s figures are given hereunder:

Particulars	For the year ended	For the year ended
	31st March, 2024	31st March, 2023
	(2023-24)	(2022-23)
Revenue from Operations	16841.44	17040.37
Other income	51.49	44.87
Total income	16892.93	17085.24
Operating Profit	374.40	417.26
Less: Depreciation	53.73	45.28
Profit before Finance Costs, Exceptional items and Tax Expense	320.67	371.98
Less: Finance Cost	0.93	7.17
Profit before exceptional items and Tax Expense	319.74	364.81
Add/(less): Exceptional Items	-	-
Profit /loss before Tax Expense	319.74	364.81
Less: Provision for Tax and Adjustment	69.91	88.32
Profitfor the year	249.83	276.49
Total Comprehensive Income / (loss)	18.90	21.17
Total	268.73	297.66
Balance ofprofit for earlier years	2,794.05	2496.39
Less: Dividend paid on Equity Shares	-	-
Balance carried forward	3062.78	2,794.05

REVIEW OF PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

The revenue from operations of the Company for the year ended March 31, 2024 has decreased to 16841.44 Lakhs as compared to 17040.37 Lakhs in the previous year. This decline is attributable to several factors impacting the steel industry, including heightened competition, fluctuations in global steel prices, and pricing pressure in the key markets being catered by the company. The demand for the company’s products also faced headwinds due to downstream consumers’ capacity challenges, leading to a decrease in sales volume.

Furthermore, the Company''s profit for the year registered a marginal decline, amounting to ?249.83 Lakhs as compared to ?276.49 Lakhs in the previous year. This decrease in profit is primarily due to the increased cost of raw materials, conversion and overheads which exerted pressure on our margins. Additionally, the volatility in energy prices and higher freight costs contributed to the overall increase in operating expenses. Looking ahead, the Company is implementing strategic initiatives aimed at exploring new markets, and investing in technological advancements to improve production processes. These measures are expected to strengthen our competitive position and drive long-term sustainable growth. The management remains cautiously optimistic about the future prospects and is committed to navigating through these challenging times with resilience and adaptability.

TRANSFER TO RESERVES

Your Board did not propose to transfer any amount to General Reserve. The closing balance of the retained earnings of your Company for the FY 2023-24, after all appropriations and adjustments, was 3062.78 Lakhs.

DIVIDEND

The Board of Directors of your company after considering holistically the relevant circumstances, has decided that it would be prudent to plough back the profits for the future growth of the Company and do not recommend any Dividend for the FY ended March 31, 2024.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 (“Act”) read with the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all unpaid or unclaimed dividend(s) are required to be transferred by the Company to the Investor Education and Protection Fund (“IEPF”) established by the Central Government of India, after the completion of seven years from the date of transfer to the Unpaid Dividend Account of the Company. Further, according to Section 124(6) of the Act and the rules made thereunder, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the demat account of IEPF Authority.

Your Company, in its various communications to the shareholders from time to time, requested them to claim the unpaid/ unclaimed amount of dividend(s). Further, in compliance with the IEPF Rules, including statutory modification(s) thereof, the Company has published notice in newspapers and also sent specific letters to all shareholders whose shares and amount are due to be transferred to the IEPF, to enable them to claim their rightful dues.

It may be noted that the unclaimed dividend of Rs. 4,26,804 /- for the financial year 2015-16 declared on 16^th March, 2016 along with 15,002 shares have been transferred to the IEPF in accordance with the applicable provisions of the Act read with relevant rules made thereunder within the prescribed time limit. The details of such unclaimed dividend(s) and shares transferred to the IEPF are available on the Company’s website i.e., https://www.mcil.net/investors.aspx. The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

The shares and unclaimed dividend transferred to the IEPF can however be claimed back by the concerned shareholders from the IEPF Authority after complying with the procedure prescribed under the IEPF Rules. The Member/Claimant is required to make an online application to the IEPF Authority in Form No. IEPF -5 (available on www.iepf.gov.in) along with the requisite fees as decided by the IEPF Authority from time to time. The shareholders, who have not yet claimed any of their dividends which are not yet transferred to the IEPF, are requested to contact the Company / RTA of the Company for claiming the same.

The following table gives information of dates when the amount of dividend is due for transfer to IEPF after March 31. 2024:

Financial Year Ended	Date of Declaration of Dividend	Due to be transferred to IEPF fund
31st March, 2017	22.09.2017	October, 2024
31st March, 2018	19.09.2018	October, 2025
31st March, 2019	24.09.2019	October, 2026

Ms. Vidushi Srivastava, the Company Secretary and Compliance Officer of the Company is designated as the Nodal Officer under the provisions of IEPF. The contact details can be accessed on the website of the Company at https://www.mcil.net/investors.aspx.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its shares lying in demat suspense account/unclaimed suspense account arising out of public/bonus/right issues as at March 31, 2024. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters are not applicable.

CHANGE TN THE NATURE OF BUSINESS, IF ANY

During the period under review, there was no change in the nature of business of your Company.

SHARE CAPITAL

The Company’s Authorised Share capital during the FY ended March 31, 2024, remained at 8,00,00,000/- (Rupees Eight Crores Only). The Company’s paid-up equity share capital remained at 7,32,68,000/- (Rupees Seven Crores Thirty-Two Lakhs Sixty-Eight Thousand Only) comprising of 73,26,800 (Seventy-Three Lakhs Twenty-Six Thousand Eight Hundred) equity shares of ? 10/-(Rupees Ten only) each.

Further Company’s equity shares are listed on BSE Limited (“BSE”) and at the closure of FY 2023-24, none of the Directors or Key Managerial Personnel of the Company holds any instruments convertible into equity shares of the Company. All the Shares held by the Promoters are in dematerialized form. The Company has also not issued any shares with differential voting rights or has granted any stock options or sweat equity during the FY 2023-24.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company doesn’t have any Subsidiary, Joint Venture or Associate Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 (“Act”), your Company has not given any loans or guarantees during the FY ended March 31, 2024. The investment made by the Company during the FY ended March 31, 2024 is within the limits as specified under Section 186 of the Act. Further the details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

NO DEFAULT

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

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

There have been no material changes and commitments which affect the financial position of the Company which have occurred subsequent to the close of the financial year till the date of this Report.

CREDIT RATING

The Credit ratings obtained by your company during the period under review are as under -

Credit Rating Agency (“CRA”)	Instrument/Type of Rating	Rating
Acuite ratings & research Ltd	Long term instrument	ACUITE BBB
Acuite ratings & research Ltd	Short term instrument	ACUITE A3

During the FY 2023-24, CRA has reaffirmed long-term rating of ‘ACUITE BBB’ (read as ACUITE BBB) and short-term rating of ‘ACUITE A3 ’ (read as ACUITE A three plus) on the bank facilities of the Company. The outlook is ‘Stable’.

AUDITORS AND AUDITOR’S REPORT

i) Statutory Auditors & their report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (“Act”) and rules made thereunder, M/s Mehra Goel & Co., Chartered Accountants (Firm Registration No. 000517N) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 27^th Annual General Meeting (“AGM”) held on 16^th September 2021 until the conclusion of 32^nd AGM of the Company. The Company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in the

terms of the provisions of the Act and the rules made thereunder.

M/s Mehra Goel & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023-24. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Report for the FY ended March 31, 2024, issued by them which call for any explanation/comment from the Board of Directors.

ii) Secretarial Auditors & their report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors had appointed M/s CPA & Co., a firm of Company Secretaries in Practice, as Secretarial Auditors to undertake the Secretarial Audit of the Company for the FY 2023-24. The Report given by the Secretarial Auditors is annexed as Annexure I and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the FY ended March 31, 2024, the Secretarial Auditors had not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Further, in terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors had appointed, M/s CPA & Co., a firm of Company Secretaries in Practice to conduct Secretarial Audit of the Company for the FY 2024-25. Your Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and the rules framed thereunder. The Secretarial Auditors have confirmed that they are not disqualified to be appointed as the Secretarial Auditors of your Company for the FY ending March 31, 2025.

iii) Cost Auditor & their report

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014 and on the recommendation of the Audit Committee, the Board of Directors had appointed Mr. Ramawatar Sunar, Cost Accountant (Registration No. 100691) as Cost Auditor for the FY 2024-25, to conduct a cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. Company has received written consent from Mr. Ramawatar Sunar, Cost Accountant to the effect that his appointment, if made, will be in accordance with the applicable provisions of the Act and the rules framed thereunder. Mr. Ramawatar Sunar also certified that he is not disqualified from appointment within the meaning of the said Act.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee. In terms of the Act and the rules made thereunder, requisite resolution for ratification of remuneration of the Cost Auditor by the members has been set out in the Notice of the 30^th AGM of your Company. In the opinion of the Directors, considering the limited scope of the audit, the proposed remuneration payable to the Cost Auditor would be reasonable, fair and commensurate with the scope of work carried out by them.

As per Section 148(1) of the Act, the cost records as specified by the Central Government are being made and maintained by your Company. Your Company has filed the Cost Audit Report for the FY 2022-23 with the Registrar of Companies, Ministry of Corporate Affairs in the XBRL mode during the year under review within the due date. The due date for submission of the Cost Audit Report for the FY 2023-24 is within 180 days from March 31, 2024.

iv) Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors had appointed Mr. Chander Prakash Sharma as an internal auditor of the Company for the FY 2023-24 to conduct internal audit of the functions and activities of the company. Internal Auditors are appointed by the Board of Directors of the Company on a yearly basis.

Further, pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 and on the recommendation of the Audit Committee, the Board of Directors had appointed Mr. Chander Prakash Sharma to conduct Internal Audit of the Company for the FY 2024-25. Your Company has received written consent from Mr. Chander Prakash Sharma, to act as Internal Auditor of the Company for the FY 2024-25.

RELATED PARTY TRANSACTIONS

Pursuant to the provisions of Sections 177, 188 of the Companies Act, 2013 (“Act”) and rules made thereunder read with Regulation 23 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (“Listing Regulations”), all related party transactions (“RPTs”) are placed before the Audit Committee for review and approval. Further, your Company took necessary prior omnibus approval in the first meeting of the Audit Committee for the FY 2023-24. All contracts / arrangements / transactions entered into by the Company during the FY 2023-24 with related parties, as defined under the Act and Listing Regulations, were in the ordinary course of business and on arm’s length basis and were periodically placed before the Audit Committee of the Company for its review. The details of the RPTs are set out in Note No. 34 to the Financial Statements of the Company.

The regulation 23(4) of the Listing Regulations states that all RPTs with an aggregate value exceeding 1,000 crores or 10% of annual consolidated turnover of the Company, whichever is lower, shall be treated as Material Related Party Transactions (“MRPTs”) and shall require prior approval of shareholders. The said limits are applicable, even if the transactions are in the ordinary course of business of the concerned company and at an arm’s length basis. During the year under review, the Company has entered into MRPTs with Khandelwal Busar Industries Private Limited. The particulars of contracts entered with related parties are shown in the prescribed form AOC-2, which is enclosed at Annexure-II.

Your Company has framed a Policy on materiality of related party transactions and dealing with RPTs in accordance with the Act and Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is uploaded on the website of the Company at https://www.mcil.net/investors.aspx.

CORPORATE SOCIAL RESPONSIBILTY (CSR)

The Company doesn’t fall under the ambit of Section 135 (1) of the Companies Act, 2013 (“Act”). Hence, the formulation of CSR Committee and the requirement of CSR Expenditure under Section 135(5) of the Act is not applicable to the Company for the FY 2023-24.

INTERNAL FINANCIAL CONTROL, INTERNAL AUDIT SYSTEM AND THETR ADEQUACY

Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013, your Company has laid down the set of standards, processes and structures that enables to implement internal financial control across the organization and ensure that the same are adequate & operating effectively. Internal financial control also provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statement. The Company has devised such systems, policies and procedures which ensure orderly and efficient conduct of its business, including adherence to the company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. To maintain the objectivity and independence of Internal Audit, the Internal Auditor report is directly submitted to the Chairman of the Audit Committee and the Board.

INDIAN ACCOUNTING STANDARDS, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 (“Act”) read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, during the period under review, your Company has complied with applicable Secretarial Standards (“SS-1” and “SS-2”), relating to “Meetings of the Board of Directors” and “General Meetings”, respectively.

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

Your Company has zero tolerance for any abuse against Women at Workplace. The Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INFORMATION REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

A. CONSERVATION OF ENERGY

The Company regularly monitors the efficiency of Energy Utilization in manufacturing unit, in order to achieve effective conservation of energy.

B. TECHNOLOGY ABSORPTION

Your Company is extremely focused on bringing about a culture change by empowering the engineering team and developing new grades of steel and to explore new market and to take advantage of advancements in technology and adopting new advanced practices even in day-to-day operational activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no foreign exchange earnings and outgo.

WEB LINK OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the financial year ended March 31, 2024, is placed on the website of the Company and can be accessed at: https://www.mcil.net/investors.aspx.

BOARD OF DIRECTORS BOARD OF

The Composition of Board of Directors during the FY ended March 31, 2024, is in DIRECTORS

conformity with Regulation 17of the SEBI (Listing Obligation and Disclosure Requirement)

Regulation, 2015 (“Listing Regulations”) read with Section 149 of the Companies Act, 2013 (“Act”), and the provisions of the Articles of Association of the Company.

As on March 31,2024, the Board comprised a Managing Director, a Whole Time Director and two (2) non-executive Independent Directors including 1 (one) Independent Woman Director. The Board has the requisite qualifications, experience, expertise and hold high standards of integrity. List of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided in corporate governance report. The Meetings of the Board of Directors were held at the Registered Office of the Company at 912, Hemkunt Chambers 89, Nehru Place New Delhi - 110019. The Company has provided the facility of video conferencing to facilitate the Directors participation in the board meetings. The notices of Board / Committee meetings were given well in advance to all the Directors. The Agenda for the Board and Committee Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take informed decisions. All observations, recommendations and decisions of the Committees were placed before the Board for consideration and approval.

During the FY 2023-24, 7 (Seven) Board meetings were held on 30^th May, 2023, 29^th June, 2023, 14^th July, 2023, 12^th August, 2023, 31^st October, 2023, 12^th February, 2024 and 18^th March, 2024. The gap between two consecutive Board meetings did not exceed one hundred twenty (120) days as prescribed under the Act. The necessary quorum was present at all the meetings. The particulars of meetings held and attended by each director are detailed in the Corporate Governance Report.

During the year and after the end of the year and up to the date of the Report, the following appointment and re-appointment of Directors have taken place:

1. Appointment/Re-Appointment of Directors

(i) Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had, on 29^th June 2023, approved the Re-appointment of Mrs. Rupali Aggarwal (DIN: 08740470) as Non-Executive Independent Director of the Company for Second term of 5 (Five) years with effect from 30^th June, 2023, and the same had been approved by the shareholders of the Company via a special resolution passed in the Annual General Meeting held on 29^th September, 2023.

CS Rupali Aggarwal is a qualified Company Secretary & Law Graduate and has a diverse experience of over 13 years in multiple industries like Agriculture, Real Estate, Automotive & Sugar Manufacturing industries. She is a research oriented professional and possesses rich and varied experience in corporate advisory including company law, SEBI & Listing laws, Secretarial Compliances, Capital Markets & Financial Services. She is renowned for her innovative thinking and professional approach & has extensive experience and expertise in implementing the company law, SEBI laws and other statutory enactments with the ability to relate theory with practice. She is currently on the Board of Anunnaki International India Private Limited.

With regard to integrity, expertise and experience including the proficiency of Mrs. Rupali Aggarwal (DIN: 08740470), the Board of Directors have taken on record the declarations and confirmations submitted by her and is of the opinion that she is a person of integrity and possesses relevant expertise and experience and her association as Director will be of immense benefit and in the best interest of the Company. With regard to the proficiency of Mrs. Rupali Aggarwal (DIN: 08740470) Non-Executive Independent Director, ascertained from the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by her that she has complied with the applicable laws.

(ii) Pursuant to the recommendations of the Nomination and Remuneration Committee and subject to the approval of the members at the ensuing Annual General Meeting, the Board of Directors of the Company in its meeting held on 17^th May, 2024 has re-appointed Mr. Sachin Khurana (DIN: 06435657) as Non-Executive Independent Director of the Company with effect from 18^th May, 2024 for second consecutive term of 5 (Five) years. The brief profile and other details, as required under the Regulation 36(3) of the Listing Regulations of Mr. Sachin Khurana (DIN: 06435657) seeking re-appointment at the ensuing AGMis provided in the Notice of the AGM of the Company which forms part of this Annual Report.

With regard to integrity, expertise and experience including the proficiency of Mr. Sachin Khurana (DIN: 06435657), the Board of Directors have taken on record the declarations and confirmations submitted by him and is of the opinion that he is a person of integrity and possesses relevant expertise and experience and his association as Director will be of immense benefit and in the best interest of the Company. With regard to the proficiency of Mr. Sachin Khurana (DIN: 06435657) Non-Executive Independent Director, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by him that he has complied with the applicable laws.

(iii) The Board of Directors of your Company at its meeting held on 17^th May 2024, based on the recommendation of Nomination and Remuneration Committee, has appointed Mrs. Deeksha Keswani (DIN: 10531070) as an Additional Independent Director of the Company w.e.f. 17^th May, 2024 for a term of 2 (Two) years and the said appointment shall be subject to the approval of the members in the ensuing Annual General Meeting. The brief profile and other details, as required under the Regulation 36(3) of the Listing Regulations of Mrs. Deeksha Keswani (DIN: 10531070) seeking appointment at the ensuing AGM are provided in the Notice of the AGM of the Company, which forms part of this Annual Report.

With regard to integrity, expertise and experience including the proficiency of Mrs. Deeksha Keswani (DIN: 10531070), the Board of Directors have taken on record the declarations and confirmations submitted by her and is of the opinion that she is a person of integrity and possesses relevant expertise and experience and her association as Director will be of immense benefit and in the best interest of the Company. With regard to the proficiency of Mrs. Deeksha Keswani (DIN: 10531070), Non-Executive Independent Director, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by her that she has complied with the applicable laws.

(iv) The Board of Directors of your Company, at its meeting held on 09th July, 2024, based on the recommendation of Nomination and Remuneration Committee, has appointed Ms. Aanchal Gupta (DIN: 10692929) as an Additional Independent Director of the Company w.e.f. 9^th July, 2024 for a term of 5 (five) years and the said appointment shall be subject to the approval of the members in the ensuing Annual General Meeting. The brief profile and other details, as required under the Regulation 36(3) of the Listing Regulations of Ms. Aanchal Gupta (DIN: 10692929) seeking appointment at the ensuing AGM, are provided in the Notice of the AGM of the Company, which forms part of this Annual Report.

With regard to integrity, expertise and experience, including the proficiency of Ms. Aanchal Gupta (DIN: 10692929), the Board of Directors have taken on record the declarations and confirmations submitted by her and is of the opinion that she is a person of integrity and possesses relevant expertise and experience and her association as Director will be of immense benefit and in the best interest of the Company. With regard to the proficiency of Ms. Aanchal Gupta (DIN: 10692929), Non-Executive Independent Director, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by her that she has complied with the applicable laws.

(v) The Board of Directors of your Company at its meeting held on 09th July, 2024, based on the recommendation of Nomination & Remuneration Committee, has approved the re-appointment of Mr. Ramesh Chander Khandelwal (DIN: 00124085) as Whole-time Director of the Company and Mr. Pramod Khandelwal (DIN: 00124082) as Managing Director of the Company in accordance with the provisions of Sections 196, 197, 198, 203 and other applicable provisions of the Act, and the rules made thereunder read with Schedule-V of the Act (including any statutory modification or re-enactment thereof) and subject to approval of the members and such other authorities as may be required, for a period of 3 (three) years with effect from 1st October, 2024 to 30th September, 2027 and also approved the terms and conditions of their re-appointment including payment of remuneration. The brief profile and other details, as required under the Regulation 36(3) of the Listing Regulations of Mr. Ramesh Chander Khandelwal (DIN: 00124085) and Mr. Pramod Khandelwal (DIN: 00124082) seeking re-appointment at the ensuing AGM is provided in the Notice of the AGM of the Company which forms part of this Annual Report.

2. Resignation of Non - Executive Independent Director

Mr. Satish Kumar Gupta (DIN: 03558083), Non-Executive Independent Director of the Company, has resigned from the Board of Directors of the Company and committees thereof with effect from the closure of business hours on 18th March, 2024, citing preoccupation and other personal commitments. The Board placed on record the valuable guidance and support received from him during his tenure.

3. Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ramesh Chander Khandelwal (DIN: 00124085), Director of the Company being liable to retire by rotation, shall retire at the ensuing Annual General Meeting (AGM) and being eligible, offers his candidature for re-appointment. The brief resume and other details, as required under the Regulation 36(3) of the Listing Regulations, of the Directors seeking appointment / re-appointment at the ensuing AGM are provided in the Notice of the AGM of the Company which forms part of the Annual Report.

INDEPENDENT DIRECTORS’ DECLARATION

The Company has received the necessary declaration of independence from all the Independent Directors of the Company, under Section 149(7) of the Companies Act, 2013 (“Act”) and Regulation 25(8) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 (“Listing Regulations”), that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and Regulations 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors.

The Independent Directors have also confirmed that they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs pursuant to Section 150(3) of the Act read with sub-rule (3) of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. Further, the Company has also received statements from all the Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in Schedule IV of the Act and also statement on the compliance of the code of conduct for Directors and Senior Management Personnel formulated by the Company. The same is attached in the Corporate Governance section of this Annual Report.

KEY MANAGERIAL PERSONNEL

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company, at its meeting held on 14^th July 2023, has appointed Ms. Vidushi Srivastava as the Company Secretary & Compliance Officer of your Company.

The following persons have been designated as Key Managerial Personnel (hereinafter referred to as “KMP”) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the rules framed thereunder: -

a. Mr. Ramesh Chander Khandelwal, Chairman and Whole Time Director;

b. Mr. Pramod Khandelwal, Managing Director;

c. Mr. Ram Avtar Sharma, Chief Financial Officer and

d. Ms. Vidushi Srivastava, Company Secretary & Compliance Officer

None of the Whole-time KMPs of the Company are holding office in any other Company as KMPs and none of the Directors/ KMPs of Company are disqualified.

MANAGERIAL REMUNERATION

Disclosures in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, relating to the remuneration and other details as required are appended as Annexure III to the Report.

COMMITTEES OF BOARD

Your Company’s Board has the following committees:

i) Audit Committee

The Audit Committee of the Board as on March 31, 2024, comprises of Non-Executive Independent Directors namely Mrs. Rupali Aggarwal (Chairperson), Mr. Sachin Khurana as member and Executive Director Mr. Ramesh Chander Khandelwal as member of the Audit Committee. Further, Mr. Satish Kumar Gupta, who was the Chairperson of the committee resigned with effect from the closure of business hours on 18^th March, 2024. The powers, roles and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18, Part C of Schedule II of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 (“Listing Regulations”), Section 177 of the Companies Act, 2013 (“Act”) and such other functions as may be specifically delegated to the Committee by theBoard from time to time.

During the FY 2023-24, four (4) Audit Committee meetings were held on 30^th May, 2023, 12^th August, 2023, 31^st October, 2023, and 12^th February, 2024. The gap between two consecutive Audit Committee meetings did not exceed one hundred twenty (120) days as prescribed under the Act and the Listing Regulations. The necessary quorum was present at all the meetings. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

ii) Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board, as on March 31, 2024, comprises Non-Executive Independent Directors namely Mrs. Rupali Aggarwal (Chairperson), Mr. Sachin Khurana as member and Executive Director Mr. Ramesh Chander Khandelwal as member of the Nomination and Remuneration Committee. Further, Mr. Satish Kumar Gupta who was the Chairperson of the committee resigned with effect from the closure of business hours on 18^th March, 2024. The powers, roles and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19, Part D of Schedule II of Listing Regulations and Section 178 ofthe Act, besides other terms as may be referred by the Board of Directors.

During the FY 2023-24, 2 (Two) Nomination and Remuneration Committee meetings were held on 29^th June, 2023 and 14^th July, 2023. The necessary quorum was present at all the meetings. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report. During the year, all the recommendations madeby the Nomination and Remuneration Committee were accepted by the Board.

iii) Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Board, as on March 31, 2024, comprises Non-Executive Independent Director namely Mrs. Rupali Aggarwal (Chairperson), Executive Directors Mr. Ramesh Chander Khandelwal and Mr. Pramod Khandelwal as a member of the Stakeholders Relationship Committee. The Committee, inter-alia, reviews and ensures redressal of investor grievances.

During the FY 2023-24, Four (4) Stakeholders Relationship Committee meetings were held on 30* May, 2023,12* August, 2023, 31^st October 2023 and 12^th February, 2024. The necessary quorum was present at all the meetings. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report. An all-encompassing update on the Board committees, terms and reference and the attendance of each member in the meetings held during FY 2023-24 is detailed in the Corporate Governance Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 (“Listing Regulations”). The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. Evaluation of the Board is based on various aspects, including inter alia, the structure of the Board, strategy, meetings of the Board, stakeholder’s value and responsibility, performance management, information management, governance, compliance and performance parameters.

Evaluation of the Committees is based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of the Board Committees and effectiveness of its advice/recommendation to the Board, etc.

Further, the performance of the chairman, executive directors and independent directors are evaluated on certain additional parameters depending upon their roles and responsibilities. For the Chairman, the criteria include leadership and relationship with stakeholders etc., for the executive directors, the criteria include execution of business plans, risk management, achievement of business targets, development of plans and policies aligned to the vision and mission of the company, etc. Similarly, criteria for evaluation of non-executive independent directors include effective employment of knowledge and expertise, commitment to his/her role towards the Company and various stakeholders, willingness to devote time and efforts towards his/her role, high ethical standards, adherence to applicable codes and policies, effective participation and application of objective independent judgement during meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017. As required under the provisions of the Act, a separate meeting of Independent Directors was held during the year on 12^th February, 2024. In the meeting, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Companywas evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

In the board meeting, the performance of the board, its committees, and individual directors was also discussed. The Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The Board opines that Independent Directors have the integrity, expertise and relevant experience required in the industry in which Company operates.

The evaluation of all the Directors and the Board as a whole was found to be satisfactory. The flow of information between the Company management and the Board is timely, qualitative and adequate.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are periodically updated by the Company with the Company’s policies, business, on-going events and roles and responsibilities of the Directors. Executive Management, through presentations at Board and Committee Meetings, provides them regular updates on the Company including financial and business performance, operational highlights, business risks and their mitigation plans, new offerings, major clients, material litigations, regulatory compliance status and relevant changes in statutory regulations. Details of such familiarization programme are posted on the website of the Company at the weblink https://www.mcil.net/investors.aspx.

BOARD POLICIES

a. Nomination and Remuneration policy

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 (“Listing Regulations”), the Company’s Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and Senior Management personnel of the Company is uploaded on the website of the Company at https://www.mcil.net/investors.aspx. The Policy includes, inter alia the terms and conditions for the appointment and payment of remuneration to the Directors and KMP and other senior management personnel including criteria for determining qualifications, positive attributes and the independence of a director. Details of this policy are set out in the Corporate Governance Report, which forms part of this Report.

b. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provision of Section 177(9) of the Companies Act, 2013, read with Rule 7 of Companies (Meetings of Board andits Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to maintain high standards of ethical behavior and to provide a platform to the Directors and Employees of the Company, to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company.The Whistle Blower Policy is available on the website of the Company at https://www.mcil.net/investors.aspx The same is detailed in the Corporate Governance Report, which forms part of this report.

c. Risk Management Policy

The Risk Management Policy of the Company is in place for risk assessment and mitigation. The Policy facilitates the identification of risks at an appropriate time and ensures necessary steps are taken to mitigate the risks. Risk procedures are periodically reviewed to ensure control of risk through a properly defined framework. The Audit Committee of the Board reviews the policy periodically ensuring robust risk management systems are in place. A risk management policy has been placed on the Company’s website at https://www.mcil.net/investors.aspx.

d. Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Prevention of Insider Trading is available on the website of the Company at https://www.mcil.net/investors.aspx.

e. Code of Conduct and Ethics

The Company has adopted the Code of Conduct and Ethics which forms the foundation of its ethics and compliance program. The Code of Conduct and Ethics is available on the website of the Company at https://www.mcil.net/investors.aspx.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) & 134(5) of the Companies Act, 2013 (“Act”) your Board of

Directors to the best of their knowledge and ability, hereby confirm that:

a. in the preparation of the annual accounts for the FY ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls for the Company and these internal financial controls were adequate and operating effectively;

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

ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting

the going concern status of the Company and its operations in the future.

DEPOSITS

During the year under review, the Company has not accepted any deposits from the public pursuant to Sections 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the balance sheet.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There were no proceedings initiated /pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impacted the business of the Company. Therefore, the requirement to disclose the details of an application made or any proceeding pending during the year is not applicable.

DIFFERENCE IN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

There were no instances where your Company required the valuation for a one-time settlement or while taking the loan from the Banks or Financial institutions.

FRAUDS REPORTED BY AUDITORS

Pursuant to Section 143(12) of Companies Act, 2013 read with rules framed thereunder, none of the Auditors of the Company have reported to the Audit Committee or to the Central Government, any incident of fraud by the Company or material fraud on the Company by its officers or employees occurred during the period under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as specified under Regulation 34 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, capturing performance, industry trends and other material changes with respect to your Company is presented in a separate section, forming part of this Annual Report.

LISTING ON STOCK EXCHANGE

The equity shares of the Company are listed on Bombay Stock Exchange Limited (“BSE”). The Annual Listing fees for the FY 2024-25 has been duly paid to the said Stock Exchange. The Company is in compliance with all applicable provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 entered with BSE.

CORPORATE GOVERNANCE

Your Company emphasizes on maintaining the highest standards of corporate governance and believes in adopting best practices and principles which articulate through the Company’s code of business conduct, Corporate Governance Guidelines, Charter of various committees and disclosure policy. The Company fully adheres to the standards set out by the SEBI for corporate governance practices. The report on Corporate Governance as stipulated under the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 forms part of this Annual Report. The requisite certificate from the Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company ensures that employees are aligned with the organizational culture and values whilst never losing sight of our business objectives. Technical and safety training programs are given periodically to workers. The company has taken various steps to improve productivity across the organization. Your Company has maintained healthy, cordial and harmonious industrial relations at all our offices and establishments.

ACKNOWLEDGEMENT AND APPRECIATION

Your directors express their grateful appreciation to Financial Institutions & Bankers, Customers and Vendors for their continuous assistance, cooperation, consistent support and encouragement to the Company. Your directors also place on record their deep appreciation to all employees for their hard work, dedication and commitment. It will be your Company’s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests. Your directors also take this opportunity to thank all Shareholders, Business Partners, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors

Ramesh Chander Khandelwal Chairman (DIN: 00124085)

Date: 9^th July, 2024 Place: New Delhi

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Mar 31, 2023

Your Board of Directors take pleasure in presenting the 29^th (Twenty Ninth) Annual Report on the business and operations of the Company, along with the Audited Financial Statements for the Financial Year ended 31^st March, 2023.

FINANCIAL SUMMARY

Key highlights of financial performance of your Company for the Financial Year 2022-23 is as follows:

(Rs. in Lacs)

Particulars	For the year ended	For the year ended
	31st March, 2023	31st March, 2022
Revenue from Operations	17040.37	14225.70
Other income	44.87	124.01
Operating Profit	417.26	436.88
Less: Depreciation	45.28	47.34
Profit before Finance Costs, Exceptional items and Tax Expense	371.98	389.54
Less: Finance Cost	7.17	13.81
Profit before exceptional items and Tax Expense	364.81	375.73
Add/(less):Exceptional Items	-	-
Profit / loss before Tax Expense	364.81	375.73
Less: Provision for Tax and Adjustment	88.32	93.39
Profit for the year	276.49	282.34
Total Comprehensive Income / (loss)	21.17	(33.82)
Total	297.66	248.52
Balance of profit for earlier years	2496.39	2247.87
Less: Dividend paid on Equity Shares	-	-
Less: Dividend Distribution Tax	-	-
Balance carried forward	2,794.05	2,496.39

REVIEW OF PERFORMANCE AND STATE OF COMPANY’S AFFAIRS

The Company registered a growth of over 19% in sales; however, there is a marginal decline around 2% in PAT. The Board would like to emphasize that this decline in profit was primarily driven by certain external factors that impacted the profitability of the company. Factors such as the volatility in raw material prices, increasing operational costs, and ongoing macro-economic challenges contributed to this temporary setback. It is important to note that amidst these challenges, the Company remained steadfast in its commitment to optimizing operational efficiencies and cost management. We continued to invest in process improvements and streamlined our operations to mitigate the impact of rising costs. Additionally, the Board is cognizant of the evolving market dynamics and recognizes the need for continuous innovation and adaptability to secure sustainable longterm growth. Moving forward, the Company will implement robust risk management strategies and capitalize on emerging opportunities to enhance profitability and shareholder value.

TRANSFER TO RESERVES

No transfer to any reserve is proposed and accordingly, the entire balance available in the Statement of Profit and Loss is retained in surplus.

DIVIDEND

Your Directors feel that it would be prudent to plough back the profits for future growth of the Company and do not recommend any dividend for the financial year ended 31^st March, 2023.

TRANSFER OF UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013 (“Act”) read with Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all unpaid or unclaimed dividend are required to be transferred by the Company to the Investor Education and Protection Fund (“IEPF”) established by the Central Government of India, after the completion of seven years from the date of transfer to Unpaid Dividend Account of the Company. Further, according to Section 124(6) of the Companies Act, 2013 and the rules made there in, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in the demat account of IEPF Authority.

Your Company, in its various communications to the shareholders from time to time, requested them to claim the unpaid/ unclaimed amount of dividend. Further, in compliance with the IEPF Rules including statutory modification(s) thereof, the Company has published notice in newspapers and also sent specific letters to all shareholders whose shares and amount are due to be transferred to the IEPF, to enable them to claim their rightful dues.

It may be noted that the unclaimed dividend of Rs. 4,41,719 /- for the financial year 2014-15 declared on 24^th August, 2015 along with 24,705 shares have been transferred to the IEPF in accordance with the applicable provisions of the Act read with relevant rules made there under within the prescribed time limit. The details of such unclaimed dividend and shares transferred to the IEPF are available on the Company’s Website i.e., http://www.mcil.net/investors.aspx The said details have also been uploaded on the website of the IEPF Authority and the same can be accessed through the link: www.iepf.gov.in.

The shares and unclaimed dividend transferred to the IEPF can however be claimed back by the concerned shareholders from IEPF Authority after complying with the procedure prescribed under the IEPF Rules. The Member/Claimant is required to make an online application to the IEPF Authority in Form No. IEPF -5 (available on www.iepf.gov.in) along with requisite fees as decided by the IEPF Authority from time to time. The shareholder, who have not yet claimed any of their dividends which is not yet transferred to IEPF, are requested to contact the Company / RTA of the Company for claiming the same.

The following table gives information of dates when the amount of dividend is due for transfer to IEPF after 31^st March, 2023:

Financial Year Ended	Date of Declaration of Dividend	Due to be transferred to IEPF fund
31st March, 2016	16.03.2016	April, 20231
31st March, 2017	22.09.2017	October, 2024
31st March, 2018	19.09.2018	October, 2025
31st March, 2019	24.09.2019	October, 2026

SHARE CAPITAL

The paid-up share capital of the Company as on 31^st March ,2023 is Rs. 732.68 lacs divided into 73,26,800 equity shares of Rs.10/-each. The Company’s equity shares are listed on BSE Limited (“BSE”).

During the year under review, there is no change in the issued & subscribed capital of the Company. Further the Company has not issued any shares with differential voting rights or has granted any stock options or sweat equity during the financial year 2022-23. Further, at the closure of financial year 2022-23, none of the Directors or Key Managerial Personnel of the Company holds any instruments convertible into equity shares of the Company. All the Shares held by the Promoters are in dematerialized form.

DETAILS OF SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

The Company doesn’t have any Subsidiary, Joint Venture or Associate Company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013(“Act”), your Company has not given any loans or guarantees during the financial year ended 31^st March, 2023.The investment made by the Company during the financial year ended 31^st March, 2023 is within the limits as specified under section 186 of the Act. Further the details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

NO DEFAULT

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

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

No material changes and commitments have occurred subsequent to the close of the financial year till the date of this Report which may affect the financial position of the Company.

CREDIT RATING

The credit ratings obtained by your company during the period under review are as under.

Date of Rating	Credit Rating Agency (“CRA”)	Instrument/Type of Rating	Rating	Expire date
February 16, 2023	Acuite ratings & research Ltd	Long term instrument	ACUITE BBB	October 28,2023
February 16, 2023	Acuite ratings & research Ltd	Short term instrument	ACUITE A3	October 28,2023

CRA has reaffirmed long-term rating of ‘ACUITE BBB’ (read as ACUITE BBB) and short-term rating of ‘ACUITE A3 ’ (read as ACUITE A three plus) on the bank facilities of the Company. The outlook is ‘Stable’.

AUDITORS AND AUDITOR’S REPORT

i. Statuary Auditors & their report

Pursuant to the provisions of Section 139 of the Companies Act, 2013(“Act”) and Rules made thereunder, M/s Mehra Goel & Co., Chartered Accountants (Firm Registration No. 000517N) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 27^th AGM held on 16^th September 2021 until the conclusion of 32^nd AGM of the Company. They have confirmed their eligibility for the Financial Year 2022-23 under section 141 of the Act and the Rules framed thereunder.

M/s Mehra Goel & Co., Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the Financial year 2022-23, which forms part of the Annual Report 2022- 23. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in the Audit Reports for the financial year ended 31^st March 2023 issued by them which call for any explanation/comment from the Board of Directors.

ii. Secretarial Auditors & their report

M/s CPA & Co., a firm of Company Secretaries in Practice, were appointed as Secretarial Auditors of the Company for the Financial Year 2022-23. The Secretarial Audit Report submitted by them for the said financial year in the prescribed form MR-3 pursuant to the provisions of Section 204 of the Act and Regulation 24A(1) of the Listing Regulations is annexed as ‘Annexure- I’ to this report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report for the Financial Year 2022-23 which call for any explanation/comment from the Board of Directors.

Further Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has re-appointed, M/s CPA & Co., a firm of Company Secretaries in Practice to conduct Secretarial Audit of the Company for the financial year 2023-24.

iii. Cost Auditor & their report

Pursuant to the provisions of Section 148 of the Act read with Companies (Cost Records and Audit) Rules 2014, Mr. Ramawatar Sunar, Cost Accountants (Registration No. 100691) have been re-appointed as Cost Auditors for the financial year 2023-24, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. Company has received written consent from Mr. Ramawatar Sunar, Cost Accountant to the effect that his appointment, if made, will be in accordance with the applicable provisions of the Act and rules framed there under.

The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee subject to ratification by the shareholders. An appropriate resolution, to this effect, is being proposed at the ensuing AGM. The Cost Auditors have certified that they are not disqualified from appointment within the meaning of the said Act.

There were no observations (including any qualification, reservation, adverse remark, or disclaimer) of the Cost Auditors in the Report issued by them for the financial year 2022-23 which call for any explanation/comment from the Board of Directors.

As per Section 148(1) of the Act, the cost records as specified by the Central Government are being made and maintained by your Company. Your Company has filed the Cost Audit Report for the financial year 2021-22 with the Registrar of Companies, Ministry of Corporate Affairs in the XBRL mode during the year under review.

iv. Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, Mr. Chander Prakash Sharma has been appointed as internal auditor of the Company for the Financial Year 2022-23 to conduct internal audit of the functions and activities of the company.

Further Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Company has re-appointed, Mr. Chander Prakash Sharma to conduct Internal Audit of the Company for the financial year 2023-24.

RELATED PARTY TRANSACTIONS

To comply with the provisions of Sections 177, 188 of the Companies Act, 2013 (“Act”) and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, 2015 (“Listing Regulations”) your Company took necessary prior omnibus approval in the first meeting of the Audit Committee for the financial year 2022-23 before entering into related party transactions. All contracts / arrangements / transactions entered into by the Company during the Financial Year 2022-23 with related parties, as defined under the Act and Listing Regulations, were in the ordinary course of business and on arm’s length basis and are periodically placed before the audit committee of the company for its review. The details of the related party transactions are set out in Note No. 33 to the Financial Statements of the Company.

The particulars of contracts entered with related parties are shown in the prescribed form AOC-2 which is enclosed at ‘Annexure-II’. Your Company has framed a Policy on materiality of related party transactions and dealing with related party transactions in accordance with the Act and Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is uploaded on website of the Company at http://www.mcil.net/investors.aspx

CORPORATE SOCIAL RESPONSIBILTY (CSR)

In accordance with the Section 135 of the Companies Act, 2013 and the other applicable rules made thereunder, the Company was not required to comply with the provisions of CSR and hence, the Company has not constituted the CSR committee for the financial year 2022-23.

INTERNAL FINANCIAL CONTROL, INTERNAL AUDIT SYSTEM AND THEIR ADEQUACY

According to Section 134(5)(e) of the Companies Act, 2013, Your Company has laid down such internal financial controls which are adequate and currently operating effectively and which provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statement. The company has devised such systems, policies and procedures which ensures orderly and efficient conduct of its business, including adherence to the company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. Nonetheless your Company recognizes that any Internal control framework, no matter how well designed has inherent limitations and accordingly it is ensured that systems are reinforced on ongoing basis.

INDIAN ACCOUNTING STANDARDS, 2015

The annexed financial statements comply in all material aspects with Indian Accounting Standards notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has adhered with the applicable provisions of the Secretarial Standards (“SS-1” and “SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”) and notified by MCA, relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, respectively, held during the financial year 2022-23.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has a zero tolerance for any abuse against Women at Workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

INFORMATION REGARDING CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

A. CONSERVATION OF ENERGY

The Company regularly monitors the efficiency of Energy Utilization in manufacturing unit, in order to achieve effective conservation of energy.

B. TECHNOLOGY ABSORPTION

Your Company is extremely focussed in bringing about a culture change into empowering users and developing new grades of steel to explore new market and to take advantage of advances in technology and even in day-to-day activities.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There are no foreign exchange earnings and outgo.

WEB LINK OF ANNUAL RETURN

In terms of provisions of Section 134(3) (a) and Section 92(3) of the Companies Act 2013 read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended 31^st March 2023 is placed on the website of the Company and can be accessed at: http://www.mcil.net/investors.aspx.

BOARD OF DIRECTORS & COMMITTEE OF THE BOARD

An all-embracing update on the Board, its committees, their composition, terms and reference, meetings held during FY 2022-23 and the attendance of each member is detailed in the Corporate Governance Report.

Board. its Composition. Independence & Meetings

The Directors hold a fiduciary position, exercises independent judgement, and plays a vital role in the oversight of the Company’s

affairs. Our Board represents a tapestry of complementary skills, attributes, perspectives and includes individuals with financial experience and a diverse background.

The composition of Board of Directors during the financial year ended 31^st March, 2023, is in conformity with Regulation 17 of the SEBI (Listing Obligation and disclosure requirement) Regulation, 2015 (Listing Regulations) read with Section 149 of the Companies Act, 2013, and the provisions of the Articles of Association of the Company. As on 31^st March, 2023, the Board comprised a Managing Director, a Whole Time Director and three (3) non-executive Independent Directors including 1 (one) Independent Woman Director.

The Board has requisite qualifications, experience, expertise and hold high standards of integrity. List of key skills, expertise, and core competencies of the Board, including the Independent Directors, is provided in corporate governance report.

The Meetings of the Board of Directors were held at the Registered Office of the Company at 912, Hemkunt Chambers 89, Nehru Place New Delhi - 110019. The Company has provided facility of video conferencing to facilitate the Directors to participate in the board meetings. The notices of Board / Committee meetings were given well in advance to all the Directors. The Agenda for the Board and Committee Meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take informed decisions. All observations, recommendations and decisions of the Committees were placed before the Board for consideration and approval.

During the financial year 2022-23, Eight (8) Board meetings were held on 19^th May, 2022, 28^th May, 2022, 13^th July, 2022, 28^th July, 2022, 21^st September, 2022, 14^th November, 2022, 14^th February, 2023, and 20^th March, 2023. The gap between two consecutive Board meetings did not exceed one hundred twenty (120) days as prescribed under the Act and the Listing Regulations. The necessary quorum was present at all the meetings. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report.

CHANGE IN DIRECTORATE

i) Appointment of Non-Executive Independent Director

Pursuant to recommendation of the Nomination and Remuneration Committee, the Board had, on 19^th May 2022, approved the appointment of Mr. Sachin Khurana (DIN: 06435657) as an Additional Director in the capacity of Independent Director for a term of 2(Two) years with effect from 19^th May, 2022, and the same has been approved by the shareholder of the Company via special resolution passed in Annual General Meeting held on 17^thAugust, 2022.

CS Sachin Khurana is a fellow member of the Institute of Company Secretaries of India, a Masters in Commerce, a Law Graduate and a certified CSR professional. He has a working experience of more than 8 years in all matters related to Companies Act, Intellectual Property Rights (Registered Trade Mark Agent), FEMA and its regulations, various business laws and assisting in setting up of businesses in India. He has command over compliance management services with regard to Company Law, statutory reporting, secretarial audits, various labour laws and other statutory requirements.

With regard to integrity, expertise and experience including the proficiency of Mr. Sachin Khurana, the Board of Directors have taken on record the declarations and confirmations submitted by him and is of the opinion that he is person of integrity and possesses relevant expertise and experience and his association as Director will be of immense benefit and in the best interest of the Company. With regard to proficiency of Mr. Sachin Khurana, independent Director, ascertained from the online proficiency self-assessment test conducted by the Institute, as notified under Section 150(1) of the Act, the Board of Directors have taken on record the information submitted by him that he has complied with the applicable laws.

ii) Re-appointment of Independent Director

Pursuant to the recommendations of the Nomination and Remuneration Committee and subject to the approval of the members at the ensuing Annual General Meeting, the Board of Directors of the Company in its meeting held on 29^thJune, 2023 has re-appointed Mrs. Rupali Aggarwal (DIN: 08740470) as Non-Executive Independent Director of the Company with effect from 30^th June, 2023 for second consecutive term of 5 (Five) years. The brief profile and other details, as required under the Regulation 36(3) of the Listing Regulations of Mrs. Rupali Aggarwal seeking re-appointment at the ensuing AGM is provided in the Notice of the AGM of the Company which forms part of this Annual Report.

iii) Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Pramod Khandelwal (DIN: 00124082), Director of the Company being liable to retire by rotation, shall retire at the ensuing Annual

General Meeting ( AGM) and being eligible, offers his candidature for re-appointment. The brief resume and other details, as required under the Regulation 36(3) of the Listing Regulations, of the Directors seeking appointment / re-appointment at the ensuing AGM are provided in the Notice of the AGM of the Company which forms part of the Annual Report.

INDEPENDENT DIRECTORS’ DECLARATION

The Company has received necessary declaration of independence from all the Independent Directors of the Company, under Section 149(7) of the Companies Act 2013 and Regulation 25(8) of the Listing Regulations, that he/she meets the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules made thereunder and Regulations 16(1)(b) of Listing Regulations and are not disqualified from continuing as Independent Directors.

The Independent Directors have also confirmed that they have registered themselves with the Independent Director’s Database maintained by the Indian Institute of Corporate Affairs. Further Company has also received statements from all the Independent Directors that they have complied with Code of Conduct for Independent Directors prescribed in Schedule IV of the Act and also statement on compliance of code of conduct for Directors and Senior Management Personnel formulated by Company. The same is attached in Corporate Governance section of this Annual Report.

COMMITTEES OF BOARD

Your Company’s Board has the following committees:

1. Audit Committee

The Audit Committee of the Board as on 31^st March, 2023, comprises of Non-Executive Independent Directors namely Mr. Satish Kumar Gupta (Chairman), Mrs. Rupali Aggarwal as member and Mr. Sachin Khurana as member of the Audit Committee. The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of SEBI ( Listing Obligation and disclosure requirement ) Regulation, 2015(“Listing Regulations”), Section 177 of the Companies Act, 2013 (“Act”) and such other functions as may be specifically delegated to the Committee by the Board from time to time.

During the financial year 2022-23, Eight (8) Audit Committee meetings were held on 19th May, 2022, 28th May, 2022, 13th July, 2022, 28th July, 2022, 21st September, 2022, 14th November, 2022, 14th February, 2023, and 20th March, 2023. The gap between two consecutive Audit Committee meetings did not exceed one hundred twenty (120) days as prescribed under the Act and the Listing Regulations. The necessary quorum was present at all the meetings. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report. During the year all the recommendations made by the Audit Committee were accepted by the Board.

2. Nomination and Remuneration Committee

Nomination and Remuneration Committee of the Board as on 31st March 2023, comprises Non-Executive Independent Directors namely Mr. Satish Kumar Gupta (Chairman), Mrs. Rupali Aggarwal as member and Mr. Sachin Khurana as member of the Nomination and Remuneration Committee. The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of Listing Regulations and Section 178 of the Act, besides other terms as may be referred by the Board of Directors.

During the financial year 2022-23, Two (2) Nomination and Remuneration Committee meetings were held on 19^th May, 2022 and 28^th May, 2022. The necessary quorum was present at all the meetings. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report. During the year all the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.

3. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Board, as on 31^st March 2023, comprises of Mrs. Rupali Aggarwal (Chairman), Mr. Ramesh Chander Khandelwal as members and Mr. Pramod Khandelwal as members. The Committee, inter-alia, reviews and ensures redressal of investor grievances.

During the financial year 2022-23, Four (4) Stakeholders Relationship Committee meetings were held on 19th May, 2022, 28th July, 2022, 14th November, 2022 and 14th February, 2023. The necessary quorum was present at all the meetings. The particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report

An all-embracing update on the Board committees, terms and reference and the attendance of each member in the meetings held during Financial Year 2022-23 is detailed in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Ms. Aditi Singh, who was appointed as the Company Secretary & Compliance Officer of the Company with effect from 28^th May ,2022 has resigned from the services of the Company w.e.f. 4^th February, 2023. The Board placed on record the valuable guidance and support received from her during her tenure.

Further, based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on 14^th July 2023, has appointed Ms. Vidushi Srivastava as the Company Secretary & Compliance Officer of your Company.

The following persons have been designated as Key Managerial Personnel (hereinafter referred to as “KMP”) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Act, read with the Rules framed there under: -

a. Mr. Ramesh Chander Khandelwal, Chairman and Whole Time Director;

b. Mr. Pramod Khandelwal, Managing Director;

c. Mr. Ram Avtar Sharma, Chief Financial Officer and

d. Ms. Vidushi Srivastava, Company Secretary & Compliance Officer

None of the Whole-time KMP of the Company is holding office in any other Company as KMP and none of the Directors/ KMP of Company are disqualified.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 (“Act”) and Listing Regulations, the Board in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the process, format, attributes and criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors which include criteria for performance evaluation of the non-executive Directors and executive Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on needs and new compliance requirements under Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^thJanuary, 2017.

Evaluation of the Board is based on various aspects, including inter alia, the structure of the Board, strategy, meetings of the Board, stakeholder’s value and responsibility, performance management, information management, governance, compliance and performance parameters.

Evaluation of the Committees is based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc

Further, the performance of the chairman, executive directors and independent directors are evaluated on certain additional parameters depending upon their roles and responsibilities. For the Chairman, the criteria include leadership and relationship with stakeholders etc., for the executive directors the criteria include execution of business plans, risk management, achievement of business targets, development of plans and policies aligned to the vision and mission of the company, etc. Similarly, criteria for evaluation of non- executive independent directors include effective employment of knowledge and expertise, commitment to his/her role towards the company and various stakeholders, willingness to devote time and efforts towards his/her role, high ethical standards, adherence to applicable codes and policies, effective participation and application of objective independent judgment during meetings, etc.

As required under the provisions of the Act, a separate meeting of Independent Directors was held during the year on 12^th January, 2023. In the meeting, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. In the board meeting, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. The Board opines that Independent

Directors have got integrity, expertise and relevant experience required in industry in which Company operates.

The evaluation of all the Directors and the Board as a whole was found to be satisfactory. The flow of information between the Company management and the Board is timely, qualitative and adequate.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Independent Directors are periodically updated by the Company with the Company’s policies, business, on - going events and roles and responsibilities of the Directors. Executive Management, through presentations at Board and Committee Meetings, provides them regular updates on the Company including financial and business performance, operational highlights, business risks and their mitigation plans, new offerings, major clients, material litigations, regulatory compliance status and relevant changes in statutory regulations. Details of such familiarization programme are posted on the website of the Company at the weblink http://www.mcil.net/investors.aspx

BOARD POLICIES

a. Nomination and Remuneration policy

Pursuant to the provision of section 178 of Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Company’s nomination and remuneration Policy for Directors, Key Managerial Personnel (KMP) and Senior Management personnel of the Company is uploaded on website of the Company at http://www.mcil.net/investors.aspx. The Policy includes, inter alia the terms and conditions for appointment and payment of remuneration to the Directors and KMP and other senior management personnel including criteria for determining qualifications, positive attributes, independence of a director. There have been no changes in the said policy during the year. Details of this policy are set out in the Corporate Governance Report which forms a part of this Report.

b. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provision of section 177(9) of Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to keep high standards of ethical behaviour and to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. The Whistle Blower Policy is available on the website of the Company at the weblink http://www.mcil.net/investors.aspx The same is detailed in the Corporate Governance Report which forms part of this report.

c. Risk Management Policy

The Risk Management Policy of the Company is in place for risk assessment and mitigation. The Policy facilitates the identification of risks at an appropriate time and ensures necessary steps to be taken to mitigate the risks. Risk procedures are periodically reviewed to ensure control of risk through a properly defined framework. The Audit Committee of the Board reviews the policy periodically ensuring robust risk management systems in place. Risk Management Policy has been placed on the Company’s website at http://www.mcil.net/investors.aspx

d. Code for Prevention of Insider Trading

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Prevention of Insider Trading is available on the website of the Company at the weblink http://www.mcil.net/investors.aspx

e. Code of Conduct and Ethics

The Company has adopted the Code of Conduct and Ethics which forms the foundation of its ethics and compliance program. The Code of Conduct and Ethics is available on the website of the Company at the weblink http://www.mcil.net/ investors.aspx

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) & 134(5) of the Act, your Board of Directors’ to the best of their

knowledge and ability hereby confirm that:

a. in the preparation of the annual accounts for the financial year ended 31st March 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls for the Company and these internal financial controls were adequate and operating effectively;

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

ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the company and its operations in future.

DEPOSITS

During the year under review, your Company has not accepted any deposits or there is no amount which has been considered as deemed deposit within the meaning of Sections 73 to 76 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules, 2014 (as amended) from the public and as such no amount of principal or interest remained unpaid or unclaimed at the end of the financial year 31^st March, 2023.

PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company. Therefore, the requirement to disclose the details of application made or any proceeding pending during the year is not applicable.

DIFFERENCE IN THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL NSTITUTIONS

There were no instances where your Company required the valuation for one time settlement and while taking the loan from the Banks or Financial institutions.

MANAGERIAL REMUNERATION

Disclosures in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time relating to the remuneration and other details as required are appended as ‘Annexure III’ to the Report.

FRAUDS REPORTED BY AUDITORS

Pursuant to section 143(12) of Companies Act, 2013 read with rules framed thereunder, none of the Auditors of the Company have reported to the Audit Committee or to the Central Government, any incident of fraud by the Company or material fraud on the Company by its officers or employees occurred during the period under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as specified under Regulation 34 read with Schedule V of Listing Regulations,

capturing performance, industry trends and other material changes with respect to your Company is presented in a separate section, forming part of this Annual Report.

LISTING ON STOCK EXCHANGE

The equity shares of the Company are listed on Bombay Stock Exchange Limited(“BSE”). The Annual Listing fees for the financial year 2023-24 has been duly paid to the said Stock Exchange. The Company is in compliance with all applicable provisions of Listing Regulations entered with BSE.

DISCLOSURES BY SENIOR MANAGEMENT

Senior Management has made disclosures of Interest to the Board relating to all material Financial & Commercial transactions entered between Company and third parties.

CORPORATE GOVERNANCE

Your Company emphasises on maintaining the highest standards of corporate governance and believes in adopting best practices and principles which articulate through the Company’s code of business conduct, Corporate Governance Guidelines, charter of various committees and disclosure policy. The Company fully adheres to the standards set out by the SEBI for corporate governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report. The requisite certificate from the Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company ensures that employees are aligned with the organizational culture and values whilst never losing sight of our business objectives. Technical and safety training programmes are given periodically to workers. The company has taken various steps to improve productivity across organization. Your Company has maintained healthy, cordial and harmonious industrial relations at all our offices and establishments.

ACKNOWLEDGEMENT AND APPRECIATION

Your directors express their grateful appreciation to Financial Institutions & Bankers, Customers and Vendors for their continuous assistance, co-operation, consistent support and encouragement to the Company. Your directors also place on record their deep appreciation to all employees for their hard work, dedication and commitment. It will be your Company’s endeavour to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests. Your directors also take this opportunity to thank all Shareholders, Business Partners, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board of Directors

Ramesh Chander Khandelwal Chairman (DIN: 00124085)

Date: 12^th August, 2023 Place: New Delhi

1

The same has been transferred to the IEPF before the date of this report.

Ms. Vidushi Srivastava, the Company Secretary and Compliance Officer of the Company is designated as the Nodal Officer under the provisions of IEPF. The contact details can be accessed on the website of the Company at i.e. http://www.mcil.net/ investors.aspx

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

The Company does not have any of its securities lying in demat/unclaimed suspense account arising out of public/bonus/right issues as at 31^st March, 2023. Hence, the particulars relating to aggregate number of shareholders and the outstanding securities in suspense account and other related matters are not applicable.

CHANGE TN THE NATURE OF BUSINESS, IF ANY

During the period under review, there was no change in the nature of business of your Company.

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Mar 31, 2016

Dear Members,

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

FINANCIAL RESULTS

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

(Rs. In lacs)

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

PERFORMANCE REVIEW AND STATE OF AFFAIRS OF THE COMPANY

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

DIVIDEND

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

RESERVES & SURPLUS

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

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

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

CHANGE IN THE NATURE OF BUSINESS

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

BOARD OF DIRECTORS Re-Appointment of Director

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

Director liable to retire by rotation

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

KEY MANAGERIAL PERSONNEL

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

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

2. Mr. Pramod Khandelwal, Managing Director

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

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

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

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

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

BOARD EVALUATION

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

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

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

DETAILS OF BOARD MEETINGS HELD DURING THE YEAR

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

DEPOSITS

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

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

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

NO DEFAULT

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

RELATED PARTY TRANSACTIONS

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

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

AUDITORS AND AUDITORS'' REPORT

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

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

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

COST AUDITORS

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

SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

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

BOARD COMMITTEES

a) Audit Committee:

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

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

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

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

b) Nomination and Remuneration Committee:

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

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

c) Stakeholders'' Relationship Committee:

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

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

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

RISK MANAGEMENT POLICY

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

CORPORATE SOCIAL RESPONSIBILITY

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

EXTRACT OF ANNUAL RETURN

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

MANAGERIAL REMUNERATION

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

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

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

Company Secretary, CFO : Chief Finance Officer.

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

# : Based on Annualized Salary,

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

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

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

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

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

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

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

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

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

POLICY OF APPOINTMENT AND REMUNERATION

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

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

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

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Place : New Delhi

Date : 28.07.2016 Ramesh Chander Khandelwal

Chairman

DIN : 00124085

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Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS

(Rs. in lacs)

Particulars For the For the year ended year ended 31.3.2015 31.3.2014

Total Revenue 11461 10990

Operating Profit 483 506

Depreciation 77 73

Finance Cost 199 177

Provision for Tax & Adjustments 66 74

Net Profit 141 182

PERFORMANCE REVIEW / STATE OF AFFAIRS OF THE COMPANY

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

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

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

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

CHANGE IN THE NATURE OF BUSINESS

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

DIVIDEND

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

RESERVES & SURPLUS

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

BOARD OF DIRECTORS

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

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

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

KEY MANAGERIAL PERSONNEL

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

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

COST AUDITORS

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

DEPOSITS

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

NO DEFAULT

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

RELATED PARTY TRANSACTIONS

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

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

AUDITORS AND AUDITORS' REPORT

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

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

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

SUBSIDIARIES /JOINT VENTURES/ASSOCIATE COMPANIES

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

CORPORATE GOVERNANCE

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

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

BOARD COMMITTEES ( COMPOSITION AND HIGHLIGHTS OF DUTIES AND RESPONSIBILITIES)

a) Audit Committee:

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

b) Nomination and Remuneration Committee:

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

c) Stakeholders' Relationship Committee:

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

BOARD EVALUATION

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

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

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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

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

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

RISK MANAGEMENT POLICY

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

EXTRACT OF ANNUAL RETURN

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

DETAILS OF BOARD MEETINGS HELD DURING THE YEAR

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

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

MANAGERIAL REMUNERATION

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

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

1 Mr. Pramod Managing 93.00 30.00 Khandelwal Director

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

3 Mr. A. P. Director 15.00 15.00 Khandelwal

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

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

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

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

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

1 Mr. Pramod 210.00 90.12 89.60 Khandelwal

2 Mr. R. C. 313.33 90.12 89.60 Khandelwal

3 Mr. A. P. - 14.53 14.45 Khandelwal

4 Mr. R. A. Sharma 11.96 11.98 11.91

5 Ms. Rupali - 3.49 3.47 Aggarwal*

6 Mr. Niraj Kumar Jha* - 2.33 2.31

7 Ms. Anu Kumari* 18.01 2.41 2.40

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

2 Mr. R. C. 0.01 0.66 Khandelwal

3 Mr. A. P. - 0.11 Khandelwal

4 Mr. R. A. Sharma - 0.09

5 Ms. Rupali - 0.03 Aggarwal*

6 Mr. Niraj Kumar Jha* - 0.02

7 Ms. Anu Kumari* - 0.02

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

#Based on Annualized Salary,

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

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

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

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

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

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

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

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

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

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

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

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

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

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Mar 31, 2014

TO THE MEMBERS,

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

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

Total Revenue 10990 10160

Operating Profit 506 489

Profit before Tax 256 222

Provision for Taxation 74 82

Profit after Tax 182 140

PERFORMANCE REVIEW

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

PERSONNEL

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

BOARD OF DIRECTORS

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

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

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

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

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

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

NO DEFAULT

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

ENERGY CONSERVATION, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE

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

LISTING AND LISTING AGREEMENT

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

(iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities have been taken and

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

AUDITORS

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

CORPORATE GOVERNANCE

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

DIVIDEND

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

APPRECIATIONS AND ACKNOWLEDGMENTS

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

For and on behalf of the Board of Directors

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

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Mar 31, 2012

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

FINANCIAL HIGHLIGHTS (Rs. in lacs)

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

Total Revenue 12144 6996

Operating Profit 587 380

Profit before Tax 261 225

Provision for Taxation 90 76

Profit after Tax 171 149

PERFORMANCE REVIEW

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

PERSONNEL

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

BOARD OF DIRECTORS

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

NO DEFAULT

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

ENERGY CONSERVATION, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE

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

LISTING AND LISTING AGREEMENT

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

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

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

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

(iii) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities have been taken and

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

AUDITORS

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

CORPORATE GOVERNANCE

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

DIVIDEND

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

ACKNOWLEDGMENTS

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

For and on behalf of the Board of Directors

Sd/-

Date : 22.08.2012 (PRAMOD KHANDELWAL)

Place : New Delhi Managing Director