Marigold Glass Industries Ltd

To The Members,

Your Directors have pleasure in presenting the 19^th Annual Report of yourCompany together with the Audited Statements of Accounts for the year ended March 31,2011.

DIVIDEND

In view of carried forward losses, your Directors do not recommend any Dividend for theyear under review.

INDUSTRY STRUCTURE AND DEVELOPMENT

The Indian economy has emerged rapidly from the slowdown caused by the global financialcrisis of 200709 and remains one of the fastest growing economies of the world. Afterdipping to 6.8% in 2008-09, GDP growth had recovered sharply to 8% and is projected toremain above this level in 2010-11. Economic and financial events over the year, however,have increased concerns about the sustainability of the growth momentum.

The global economic and financial situation is recovering slowly. The large fiscaldeficits and high debt ratios coupled with slow economic growth have created unsettlingconditions for business and have potential for causing great volatility in financialmarkets. It is hard to visualize strong economic growth in the advanced economies in 2010and to a large extent in 2011. The implications of this, for India's strategy to return tothe 9.0 per cent growth trajectory, are that public policy must promote businessconfidence and facilitate increased investment.

Apart from above, high current account deficit, particularly in the context ofweakening capital inflows, was also a cause of concern, which has hitherto managed tocompensate the rising trade deficit. The current account deficit was a manifestation ofstrong domestic demand and global weakness. This pressure has abated somewhat during thepast few months, with rise in exports and slowing (non-oil) imports. However, a strongrebound in India's exports over the past couple of months has considerably reduced thepressure, but India's overall balance of payments remains weaker than expected, puttingpressure on the Rupee.

OPPORTUNITIES & THREATS

The Fundamental drives of India's medium term growth prospects remain intact. However,global developments, in conjunction with Indian Policy responses to the concerns notedabove, are likely to make 2011-12 a challenging year.

Global economic and financial conditions can be expected to remain adverse for sometime, particularly in the aftermath of Japan's natural disaster. Once the currentfinancial year and commodity volatility subsides, deeper structural factors are likely toslow down economic growth, particularly in developed economics. Fiscal consolidation inEurope and an excess supply overhang in the US will probably moderate growth in the secondhalf, together with increasing expectations of policy rate rise to quell rising inflation.

In India, inflationary pressure are likely to persist and hence result in a further,though moderate, monetary policy tightening the impact of which will be increasinglyvisible, through rising borrowing costs, in fiscal 2012. Increasing savings, high interestrates, an expected lower rise in currency driven by lower food prices, are likely to helpdeposits to grow stronger in fiscal 2012. However, in light of inflationary pressures andrising interest rates, there is a likelihood that the credit growth momentum might slow in2011-12.

OVERVIEW OF FINANCIAL AND BUSINESS PERFORMANCE

During 2010-11, the Company has actually started its business activities and has earnedsmall profit during the year. Having laid down its key business objectives and a commonvision, it took several steps in fulfilling these goals. The Company focused onstrengthening its retail risk appetite in the SME business and filling product gaps in itsbusiness.

Your Company is investing its surplus fund in Capital, Securities Market. The PBT/PATof the Company stood at Rs. 2.73 Lac which is only a turnaround into profit earningentrepreneur.

RISK MANAGEMENT & CONCERNS

The objective of risk management is to balance the trade-off between risk and returnsand ensure optimum risk adjusted return on capital. It entails the identification,measurement and management of risks across the various businesses of the Company. Risk ismanaged through a framework of policies and principles approved by the Board of Directorsand supported by an Independent risk function that ensures that the Company operateswithin its risk appetite. The risk management function attempts to anticipatevulnerabilities at the transaction level or at the portfolio level, as appropriate,through quantitative or qualitative examination of the embedded risks. The Companycontinues to focus on refining and improving its risk management systems. In addition toensuring compliance with regulatory requirements, the Company had developed internalsystems for assessing capital requirements keeping in view the business objectives.

The Company has identified following main risks for its business, which needs to beaddressed at this point of time :-

1. Credit Risk

2. Market Risk

3. Liquidity Risk

4. Operational Risk

The Company has framed the appropriate business policies to tackle the challenges ofabove risks and is continually reviewing and modifying these policies in order to face thechallenges and come out with the help of Company's business policies.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

MGIL has developed adequate Internal Control Systems in place to ensure a smoothfunctioning of its business. The Control System provides a reasonable assurance ofrecording the transactions of its operations in all material aspects and of providingprotection against misuse or loss of Company's assets.

The ICS and their adequacy are frequently reviewed and improved and are documented.

MATERIAL DEVELOPMENT IN HUMAN RESOURCES

The Company was having staff strength of 5 people during the year under review howeverthe Company is recruiting more experienced employees during financial year 2010-11. Oncethe process of new recruitment will be over, the Company will be able to comment on this.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from thepublic within the meaning of section 58A of the Companies Act 1956 and the rules thereunder.

CAUTIONARY STATEMENT

Statements in the Management Discussions and Analysis describing the Company'sobjectives, projections, estimates, expectations may be forward looking statements. Actualresults may differ materially from those expressed or implied. Important factors thatcould make a difference to the Company's performance include economic conditions affectingdemand / supply and price conditions in the domestic and overseas markets in which theCompany operates, changes in the Government Regulations, tax laws, statues and otherincidental factors.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

In accordance with the requirements of the Companies Act, 1956 and as per theprovisions of Articles of Association of the Company, Mr. Rabindra Sahani is liable toretire after conclusion of forthcoming Annual General Meeting and is eligible, offershimself for re-appointments in the forthcoming Annual General Meeting.

Except Mr. Rabindra Sahani, himself, none other Directors are interested in theirrespective re-appointments.

Further, non of the Directors of the Company are disqualified under section 274(1)(g)of the Companies Act 1956.

INFORMATION TECHNOLOGY

The Company aims to maintain a scalable computing infrastructure that deliversefficient and seamless services across multiple channels for customer convenience. Inorder to retain competitive edge, technology infrastructure has been implemented wherevernecessary, in alignment with business requirements.

COMPLIANCE

The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators, the Company's Board of Directors and the Company's Compliance Policy. TheAudit Committee of the Board reviews the performance of the Compliance Department and thestatus of compliance with regulatory/internal guidelines on a periodic basis.

New Instructions/guidelines issued by the regulatory authorities were disseminatedacross the Company to ensure that the business and functional units operate within theboundaries set by regulators and that compliance risks are suitably monitored andmitigated in course of their activities and processes. New products and process launchedduring the year were subjected to scrutiny from the Compliance Standpoint and proposals offinancial services were screened from risk control prospective.

HUMAN RESOURCES

The Company recognizes that its success is deeply embedded in the success of its humancapital. During 2011-12, the Company continued to strengthen its HR processes in line withits objective of creating an inspired workforce. The employee engagement initiativesincluded placing greater emphasis on learning and development, launching leadershipdevelopment programme, introducing internal communication, providing opportunities tostaff to seek inspirational roles through internal job postings, streamlining thePerformance Management System, making the compensation structure more competitive andstreamlining the performance-link rewards and incentives.

The Company believes that learning is an ongoing process. Towards this end, the Companyhas built a training infrastructure which seeks to upgrade skill levels across grades andfunctions through a combination of in-house and external programme.

STATUTORY INFORMATION

The Company being basically in the media sector, requirement, regarding and disclosuresof Particulars of conservation of energy and technology absorption prescribed by the ruleis not applicable to us.

AUDITORS

The Auditors M/s Tarak Nath Dutta & Associates, Chartered Accountants, Kolkata holdthe office until the conclusion of ensuing Annual General Meeting. Your Company hasreceived certificate from the Auditors U/S 224(1B) of the Companies Act, 1956 to theeffect that their reappointment if made, will be within the limit prescribed.

The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR'S REPORT :

The notes referred to in the Auditor's Report are self explanatory and as such they donot call for any further explanation as required under section 217(3) of the CompaniesAct, 1956.

PARTICULARS OF EMPLOYEES

There were no employees in Company during the year under review.

The information as required by provisions of section 217(2A) of the Companies Act, 1956read with the companies (Particular of employees) amendments rules, 1988 is reported to beNIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of advisory services duringthe year under review and hence the information regarding conservation of energy,Technology Absorption, Adoption and innovation, the information required under section217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars inthe Report of Board of Directors) Rules 1988, is reported to be NIL.

The Company has not earned or used foreign exchange earnings/outgoings during the yearunder review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directorsconfirm that:

1. In the preparation of the annuals accounts, for the year ended 31^st March2011, all the applicable accounting standards prescribed by the Institute of CharteredAccountants of India have been followed;

2. The Directors had adopted such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period.

3. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a going concern basis.

REPORT ON CORPORATE GOVERNANCE

The Company is committed to good Corporate Governance. The Company respects the rightsof its Shareholders to inform on the performance of the Company and its endeavor tomaximize the long-term value to the Shareholders of the Company. As per Clause 49 of thelisting Agreement of the Stock Exchange, a report on Corporate Governance is set outseparately, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility (CSR) is commitment of the Company to improve thequality and living standard of the employees and their families and also to the communityand society at large. The Company believes in undertaking business in such a way that itleads to overall development of all stake holders and Society.

APPRECIATION

The Board of Directors wishes to convey their appreciation to all the Company'smanaging body for their performance and continued support. The Directors would also liketo thank all the Shareholders, Consultants, Customers, Vendors, Bankers, ServiceProviders, and Governmental and Statutory Authorities for their continued support.

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, Compliance withthe requirements of Corporate Governance is set out below :-

1. To enhance the long term interest of its shareholders and to provide goodmanagement, the adoption of prudent risk management techniques and compliance with therequired standards of capital adequacy, thereby safeguarding the interest of its otherstakeholders such as lenders, creditors, customers, suppliers and employees.

2. To identify and recognize the Board of Directors and the Management of the Companyas the principal instruments through which good corporate governance principles arearticulated and implemented. Further, to identify and recognize accountability,transparency and equality of treatment for all stakeholders, as central tenets of goodcorporate governance.

3. MGIL has during its way towards growth, adopted the MGIL Code of Conduct and MGILPrevention of Insider Trading Program. The Company has in place an Information SecurityPolicy that ensures proper utilization of the IT Resources.

Composition of Directors

The Constitution of Board of Directors of the Company is governed by the Company's Act1956 and the Clause 49 of listing agreement. The Company's Board comprises a combinationof executives and nonexecutive Directors. The Board presently consists of 6 Directors andits mix provides a combination of professionalism, knowledge and experience required inthe line of Business of the Company. The Board is responsible to mange business of theCompany. The functions, responsibilities, role and accountability of the Board are welldefined.

The Board of Directors met 4 times on 27^th May, 26^th August and30^th October in year 2010, on 29^th January in the year 2011 duringthe financial year 2010-2011.

Details of Composition of Board, category of the Directors and their attendance atBoard Meetings and last Annual General Meeting, number of other directorship are givenbelow :-

*Chairman of the Board

AUDIT COMMITTEE

The Committee of the Board of Directors was reconstituted with effect from 12^thJanuary 2010.

The Audit Committee consists of two Independent Directors & the Managing Director.All members of the Audit Committee are financially literate and they have accounting orrelated financial management expertise.

The primary purpose of the Audit Committee is to assist the Board of Directors (the"Board") of Blue Circle Services Ltd., (the "Company") in fulfillingits oversight responsibilities with respect to (a) the accounting and financial reportingprocesses of the Company, including the integrity of the audited financial results andother financial information provided by the Company to its stockholders, the public, anystock exchange and others, (b) the Company's compliances with legal and regulatoryrequirements, (c) the Company's independent auditors' qualification and independence, (d)the audit of the Company's Financial statements, and the performance of the Company'sinternal audit function and its Independent Auditors.

Authority and Responsibilities

1. The Audit Committee reviews the Company's financial reporting process, disclosure ofaccounting treatment, the statement of uses / application of funds raised through an issue(public issue, rights issue, preferential issue, etc.), the statement of funds utilizedfor purposes other than those stated in the offer document/prospectus/notice and thereport submitted by the monitoring agency monitoring the utilization of proceeds of apublic or rights issue, and making appropriate recommendations to the Board to take upsteps in this matter, Compliance with listing and other legal requirements relating tofinancial statements, disclosure norms, internal control systems, risk managementpolicies, accounting policies and practices, ensuring the quality and appropriateness ofthe Company's accounting and financial disclosures as well as quarterly/half yearlyfinancial statements. It recommends appointment of Statutory Auditors fixes audit fees andreviews internal control systems, Discussion with statutory auditors before the auditcommences, about the nature and scope of audit as well as post-audit discussion toascertain any area of concern, scope for observations of the auditors and adequacy of theinternal audit function, discussion with internal auditors any significant findings andfollow up there on, To review the functioning of the Whistle Blower mechanism, Approval ofappointment of CFO (i.e., the whole-time Finance Director or any other person heading thefinance function or discharging that function) after assessing the qualifications,experience & background, etc. of the candidate etc.

In addition to the above, Audit Committee reviews the followings :

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutoryauditors and qualification in draft audit report;

4. Internal audit reports relating to internal control weaknesses;

5. To review the annual financial statements and to recommend their adoption to theBoard, with particular reference to disclosure of any related party transaction.

6. To review the Quarterly financial statements and recommend their adoption to theBoard.

7. The appointment, removal and terms of remuneration of the Chief internal auditor;

As required under Section 292A of the Companies Act, 1956 and Clause 49 of ListingAgreement, the new "Terms of Reference" of the Audit Committee were approved bythe Board of Directors at its meeting held on 17^th March 2010.

The members of Audit Committee met four times on 27^th May, 26^thAugust and 30^th October in year 2010, on 29^th January in year 2011during the financial year ended on 31^st March 2011.

*Chairman of Committee

REMUNERATION COMMITTEE

Since the Company does not have remuneration Committee (constitution of which is anon-mandatory requirement), the details pertaining to the same are not provided.

Details of Remuneration paid to Directors

The payment of salary to Directors was Nil during the financial year 2010-2011.

No Stock option has been allotted to any of the Directors during the financial year2010-2011.

None of the Independent Directors holds any shares in their name or in the name oftheir relatives.

SHARE TRANSFER COMMITTEE

The Board of Directors has constituted Share Transfer Committee under the Chairmanshipof Mr. Aditya Parakh; Chairman with two other Independent Directors.

The members of Share Transfer Committee met 4 times on 27^th May, 26^thAugust and 30^th October in year 2010, on 29^th January during thefinancial year ended on 31^st March 2011.

*Chairman of Committee

INVESTOR GRIEVANCE COMMITTEE

The Board of MARIGOLD GLASS INDUSTRIES LIMITED has constituted a Committee ofDirectors,

which inter-alia also functions as "Shareholders/Investors" GrievanceCommittee, consisting of three members, chaired by a Non-Executive, Independent Director.The Committee meets once a month and inter-alia, deals with various matter relating to:

Transfer/transmission/transposition of shares;

• Consolidation/splitting of shares/folios;

• Issue of Share Certificates for lost, sub-divided, consolidated, rematerialize,defaced etc;

• Review of Shares dematerialized and all other related matters; and

Investors' grievances and redressal mechanism and recommend measures to improve thelevel of Investor Services.

The Share Department of the Company and the Registrar and Share Transfer Agent, PurvaSharegistry India Pvt. Ltd. attend to all grievances of the shareholders and investorsreceived directly or through SEBI, Stock Exchanges and Registrar of Companies etc.

The Minutes of Shareholders'/Grievances Committee are noted by the Board of Directorsat the Board Meetings.

Continuous efforts are made to ensure that grievances are more expeditiously redressedto the complete satisfaction of the investors. Shareholders are requested to furnish theirtelephone numbers and email addresses to facilitate prompt action.

COMPLIANCE OFFICER

The Company has appointed Mr. Biswanath Roychowdhury as a Compliance Officer within themeaning of Listing Agreement.

COMPOSITION OF COMMITTEE AND MEETINGS ATTENDED

During the year, twelve meetings of the Committee of Directors were held on April 2,May 3, June 1, July 1, August 2, September 1, October 1, November 2, and December 1^stin year 2010 and on January 3, February 1 and March 2 in year 2011.

Brief Details of Names, Position, Category and meeting attended by Members of Committeeis as follows:

*Chairman of Committee

DETAILS OF SHAREHOLDERS' COMPLAINTS

During the year the Company did not receive any complaint from any of its Members andthere were Nil Complaints at the end of Financial Year ending on 31^st March2011.

GENERAL BODY MEETINGS

Location & time for the last three Annual General Meetings :

LOCATION AND TIME OF LAST TWO EXTRA-ORDINARY GENERAL MEETINGS :

No Extra-Ordinary General Meetings have been held during last three financial years.

POSTAL BALLOT

No Resolution has been passed during last three financial years through Postal BallotRules.

At the forthcoming Annual General Meeting, there is no item on the agenda that needsapproval by Postal Ballot.

SPECIAL RESOLUTION PASSED IN LAST THREE ANNUAL GENERAL MEETINGS:

Special Resolution has been passed during Financial Year 2009-10 for appointment of Mr.Rabindra Sahani for his appointment as Additional Director of the Company.

No Special Resolutions have been passed during remaining two financial years out oflast three financial years.

Risk Management

The Company has a Risk Management Policy which has been adopted by the Board ofDirectors, currently, the Company's risk management approach comprises of the following :-

• Governance of Risk

• Identification of Risk

• Assessment of Control of Risk

The risks have been prioritized through a companywide exercise. Members of SeniorManagement have undertaken the ownership and are working on mitigating the same throughco-ordination among the various departments, insurance coverage, security policy andpersonal accident coverage for lives of all employees.

The Company has appointed a Risk Officer and also put in place the risk managementframework, which helps to identify various risks cutting across its business lines. Therisks are identified and are discussed by the representatives from various functions.

Risk Officer will make a presentation periodically on risk management to the Board ofDirectors and the Audit Committee. The Board and the Audit Committee provide oversight andreview the risk management policy periodically.

SUBSIDIARIES

The Company does not have any material non-listed Indian subsidiary whose turnover ornet worth (i.e. paid-up capital and free reserves exceeding 20% of the consolidatedturnover or networth respectively, of the listed holding company and its subsidiaries inthe immediately preceding accounting year.

INSIDER TRADING

The Securities and Exchange Board of India (SEBI) has over the years introduced variousamendments to the Insider Trading Regulations of 1992 which ordain new action steps bycorporate and other market intermediaries for the purposes of prevention of InsiderTrading.

Pursuant to the above requirements of SEBI (Prohibition of Insider Trading)Regulations, 1992 as amended, the Company has adopted a "Code of Conduct" forPrevention of Insider Trading (The Code) with effect from October 1, 2002. The Code isapplicable to all Directors and such Designated Employees who are expected to have accessto unpublished price sensitive information relating to the Company. The Compliance Officerhas been appointed for monitoring adherence to the said Regulations.

DISCLOSURES

(a) There were no transactions with related parties i.e. with Promoters, Directors,Management, Subsidiaries or Relatives that may have potential conflict of interest withthe Company at large. The details of the related Party transactions are disclosed underthe notes on accounts, as required under the Accounting Standard 18 issued by theInstitute of Chartered Accountants of India.

(b) There has been no instance of non-compliance by the Company on any matter relatedto Capital Markets and hence the question of penalties or strictures being imposed on theCompany by the Stock Exchange or SEBI or any Statutory Authority does not arise.

(c) In Compliance with the Securities & Exchange Board of India (Prohibition ofInsider Trading Regulations, 1992) as amended till date, on Prohibition of InsiderTrading, the Company has a comprehensive Code of Conduct and the same is being strictlyadhered to by its management, staff and relevant business associates. The code expresslylays down the guidelines and the procedure to be followed and disclosures to be made,while dealing with shares of the Company and cautioning them on the consequences ofnon-compliance thereof.

(d) Reconciliation of Share Capital Audit: A qualified Practicing CompanySecretary carried out Reconciliation of Share Capital on quarterly basis to reconcile thetotal admitted capital with National Securities Depository Ltd. (NSDL) and CentralDepositary Services (India) Ltd. (CDSL) and the total issued and listed capital. The"Reconciliation of Share Capital Audit Report" confirms that the total issued /paid-up capital is in agreement with the total number of shares in physical form and thetotal number of dematerialized shares held with NSDL and CDSL. However, since the Companyyet to establish connectivity with both NSDL & CDSL, all the Equity Shares of theCompany are in physical form and are tallied with Paid-up Capital of the Company.

DISCLOSURES ON NON-MANDATORY REQUIREMENTS

The Company has adopted/complied with the following non-mandatory requirements asprescribed in Annexure I D to Clause 49 of Listing Agreement with the Stock Exchange :-

a) None of the Independent Directors on the Board of the Company has served for thetenure of exceeding nine years. The Company has ensured that the person who is beingappointed as an Independent Director has the requisite qualifications and experience whichwould be of use to the Company and which in the opinion of the Company would enable him tocontribute effectively to the Company in his capacity as an Independent Director.

b) The Company has not setup Compensation and Remuneration Committee.

c) There was no case of Non-Compliance during financial year 2010-11 in term ofprovisions of Listing Agreement entered into with BSE by the Company. Further, nopenalties have been levied or actions have been taken by BSE or SEBI during last threeyears.

d) The Company has complied with mandatory provisions of listing agreement.

e) The financial statements of the Company are unqualified.

f) The Board of Directors of the Company at its meeting held on 12^th January2010 have adopted the Whistle Blower Policy and appointed on ombudsperson. Employees canreport to the Management concerned unethical behavior, act or suspected fraud or violationof the Company's Code of Conduct Policy. No Employee has been denied access to the AuditCommittee.

MEANS OF COMMUNICATIONS

• The Company regularly provides information to the Stock Exchanges as per therequirements of the listing Agreement.

• The Quarterly/Half Yearly/Nine Months & Annual Results have been submittedto Bombay Stock Exchange Ltd. and published in the leading English Newspapers and invernacular language Newspaper.

• Company posts its Quarterly Results/Half Yearly/Nine Months & Annual Resultson its website www.mgil.in.

• Official News releases have been posted on its web portal www.mgil.in.

• No formal representations were made to Institutional Investors or Analystsduring the year under review.

• Management Discussion and Analysis forms part of the Annual Report will beposted to the shareholders of the Company.

GENERAL SHAREHOLDER INFORMATION

Detailed information in this regard is provided in section "ShareholdersInformation" which forms part of this Annual Report.

SHAREHOLDERS' INFORMATION a. Next Annual General Meeting

The information regarding 19^th Annual General Meeting for the financial yearended on 31^st March 2011 is as follows :-

c. Future Calendar :

j. Registrar & Share Transfer Agent.

M/s. Maheshwari Datamatics Pvt. Ltd. has been appointed as Registrar & ShareTransfer Agent for all work relating to share registry in terms of physical. All transfer,transmission, request related to correspondence/queries, intimation of change of addressetc. should be addressed to our RTA directly at the following Address:

M/s. Maheshwari Datamatics Pvt. Ltd.

6, Mangoe Lane, 2nd Floor, Kolkata - 700 001 Phone - 033 22435029 / 22482248, Fax - 03322484787

k. Share Transfer Systems

The Share transfer is processed by the Registrar & Share Transfer Agent, MaheshwariDatamatics Pvt. Ltd. and approved by Share Transfer Committee, if the documents arecomplete in all respects, within 21 days from the date of lodgment.

l. Distribution of Shareholding as on 31^st March 2011

m. Shareholding Pattern as on 31^st March 2011

n. Dematerialization of Equity Shares & Liquidity

The Company's Equity Shares are in Demat trading segment and the Company hadestablished connectivity with both NSDL & CDSL by signing the necessary agreements.

Procedures for dematerialization / rematerialization of Equity Shares:-

Shareholders seeking demat / remat of their shares need to approach their DepositoryParticipants (DP) with whom they maintain a demat account. The DP will generate anelectronic request and will send the physical share certificates to Registrar and ShareTransfer Agents of the Company. Upon receipt of the request and share certificates, theRegistrar will verify the same. Upon verification, the Registrar will request NSDL/CDSL toconfirm the demat request. The demat account of the respective share holder will becredited with equivalent number of shares. In case of rejection of the request, the sameshall be communicated to the shareholder.

In case of remat, upon receipt of the request from the shareholder, the DP generates arequest and verification of the same is done by the Registrar. The Registrar then requestsNSDL or CDSL to confirm the same. Approval of the Company is being sought and equivalentnumbers of shares are issued in physical form to the shareholder. The share certificatesare dispatched within one month from the date of issue of Shares.

The Shares of Company are yet to be admitted for trading on Bombay Stock Exchange Ltd.As on 31^st March 2011, 1.99% Equity Shares of the Company are in dematerializedform.

o. Nomination

Individual Shareholders holding shares singly or jointly in physical form can nominatea person in whose name the shares shall be transferable in case of death of the registeredshareholder(s). Nomination facility in respect of shares held in electronic form is alsoavailable with the depository participants as per the bye-laws and business rulesapplicable to NSDL and CDSL. Nomination forms can be obtained from the Company's Registrarand Share Transfer Agent.

p. Requirement of PAN Card in case of Transfer of Shares in Physical Form

Pursuant to SEBI Circular, the shareholders holding shares in physical form arerequested to submit self certified copy of PAN at the time of sending their request forshare transfer/transmission of name/transposition of name.

q. For the Attention of Shareholders holding shares in electronic form

Shareholders holding shares in electronic mode should address all their correspondenceto their respective Depository Participants (DPs).

r. Brief Resume of the Directors Seeking Re-Appointment

Mr. Rabindra Sahani, B.Com, has vast knowledge and rich experience in Financial &Income Tax related activities as well as expertise in Accounting & Taxation. It willbe advantageous for the Company to avail his valuable services and rich experience. YourCompany has received notices from members pursuant to section 257 of the Act, 1956together with necessary deposit proposing the candidature of Mr. Rabindra Sahani for theoffice of Director of the Company.

Mr. Rabindra Sahani does not hold any shares in his own name or in the name of hisrelatives.

Mr. Rabindra Sahani is not having any Directorship and Committee Chairmanship in Listedand Public Limited Cos.

s. Details on use of Public Funds Obtained in the last three years :

No fund has been raised by way of Public, Right of Preferential Issue or any other modeduring last three financial years.

t. Outstanding GDRs./ADRs/Warrants or any convertible instruments, conversion datalikely impact on Equity :

Not Applicable.

u. Investors' Correspondence

Shareholders can contact the following Officials for secretarial matters of the Company:-Mr. Biswanath Roychowdhury - mgil1008@gmail.com

v. Code of Conduct

The Board of Directors of the Company has laid down Code of Conduct for Directors andfor Senior Management & Employees. All Board Members and Senior Management haveaffirmed compliance with the Code of Conduct for the year under review. Declaration tothis effect signed by the Managing Director & Chief Executive Officer is annexed tothis report.

w. Address for Correspondence

MARIGOLD GLASS INDUSTRIES LIMITED

8, Ganesh Chandra Avenue

Saha Court, 1^st Floor, Kolkata-700 013

CHAIRMAN & MANAGING DIRECTOR'S DECLARATION ON CODE OF CONDUCT

As required by Clause 49 of Listing Agreement, the Managing Director and CEO'sDeclaration for Code of Conduct is given below:

To The Members of

MARIGOLD GLASS INDUSTRIES LIMITED

(a) We have reviewed financial statements and the cash flow statement for the year andthat to the best of their knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit anymaterial fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the company's affairsand are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of their knowledge and belief, no transactions entered intoby the company during the year which are fraudulent, illegal or violative of the company'scode of conduct.

(c) We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the company pertaining to financial reporting and we have disclosed to theauditors and the Audit Committee, deficiencies in the design or operation of such internalcontrols, if any, of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which they have become aware and theinvolvement therein, if any, of the management or an employee having a significant role inthe company's internal control system over financial reporting.