MPIL Corporation Ltd

Your Directors have pleasure in presenting the 53rd Annual Report of the Companytogether with the Audited Financial Statements for the year ended 31^st March,2012.

SUMMARISED FINANCIAL RESULTS

(Rs in Lakhs)

REVIEW OF OPERATIONS

During the year under review, the Company earned a profit of Rs. 712.21 lacs ascompared to a loss of Rs. 27.23 lacs for the previous year.

DIVIDEND

The Directors do not recommend any dividend for the year under review.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under reviewand does not have any fixed deposits as at the date of the Balance Sheet.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles ofAssociation of the Company, Mr. G S Nayak, Director retires by rotation, and beingeligible, offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors herebyconfirm:

(a) That in the preparation of Annual Accounts for the financial year ended on 31^stMarch, 2012, the applicable accounting standards had been followed alongwith properexplanation relating to material departures, if any;

(b) That the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31^st March, 2012 and of the profit of the Company for thatyear;

(c) That the Directors had, as far as possible, taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act, 1956, for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities, to the best of their knowledge and ability; and

(d) That the Directors had prepared the Annual Accounts for the financial year ended on31^st March, 2012 on a going concern basis.

AUDITORS

M/s Lodha & Co., Chartered Accountants, the Statutory Auditors of the Company, holdoffice until the conclusion of ensuing Annual General Meeting, and are eligible forreappointment.

The Company has received a letter from them signifying their willingness to bereappointed as Statutory Auditors and have also confirmed that their reappointment, ifmade at the ensuing Annual General Meeting, would be within the prescribed limit underSection 224(1B) of the Companies Act, 1956 and that they are not disqualified for suchreappointment within the meaning of Section 226 of the said Act.

FINANCIAL REVIEW

During the year under review, the Company earned an income of 7123.67 lacs primarily onaccount of interest income. After providing for Depreciation and Income Tax, the profit.for the year under review after tax was Rs. 12.21 lacs.

OUTLOOK

Indian economy has had an estimated growth of 6.9% in 2011-12 as compared to the 8.4%in 2010-11. The manufacturing sector is likely to show a growth of only 3.9% in GDPduring 2011-12 as against the growth of 7.6% in 2010-11. High inflation due topersistently high crude petroleum prices throughout the year played spoilsport,oscillating within a band of 8% to 9%. This led to several rounds of interest rate hikesby the Reserve Bank to curb inflation and prevent overheating of the economy.

Continuing civil unrests in the Middle East and North Africa region and the Eurozonecrisis continue to affect world economy. The Indian economy has also been affected due tothese events but remains buoyant.

The risk remains in rising oil prices as also inflation and thus monetary tightening.However, there are also possible positives with revival in industrial and rural sectorgrowth and continuing reforms. The medium to long-term growth prospects of the Indianeconomy remain positive.

The Company continues to explore various avenues and keep a close watch on the economicdevelopments.

INTERNAL CONTROL SYSTEM

The Company has an appropriate system of internal control. The Company ensuresadherence to internal control policies and procedures. Internal audit is conducted on aperiodical basis to review internal controls. The Audit Committee of the Board ofDirectors also reviews the reports of the internal audits conducted and the adequacy ofinternal control system.

HUMAN RESOURCE DEVELOPMENT

The Company maintains a core team to maintain the existing assets.

CAUTIONARY STATEMENT

Statement in this Management Discussion & Analysis describing the Company'sobjectives, projections, estimates and expectations may be a forward looking statementwithin the meaning of applicable laws and regulations. Actual results might differmaterially from those either expressed or implied.

CORPORATE GOVERNANCE

The Company has complied with the mandatory Corporate Governance Requirementsstipulated under Clause 49 of the Listing Agreement. Report on the Corporate Governance isannexed hereto forming a part of this Report. Certificate from the Auditors of theCompany, M/s Lodha &Co., confirming compliance of the conditions of the aforesaidCorporate Governance, is annexed to and forms part of the Directors' Report.

CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTION ETC.

The provisions of Section 217(l)(e) of the Companies Act, 1956 read with the Companies(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating toconservation of energy and technology absorption do not apply to the Company.

During the year under review, there were no Foreign Exchange Earnings or Outgoings. PARTICULARSEMPLOYEES

None of the employees of the Company is in receipt of remuneration exceeding the limitprescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975. Therefore, the information required under Section217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)Rules, 1975, is not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the statutory authorities, banks,shareholders, employees and other stakeholders for their valued support.