rajesh malleables ltd Directors report

To,

The Members of,

M/s RAJESH MALLEABLES LIMITED

Your Directors have pleasure in presenting the Annual Report of the Company together with the Audited Accounts for the financial year ended on 31^st March 2014.

1. Financial Results

During the year under review the company has made Net loss of Rs.9.51 lacs as against Rs.

1.85 lacs during the previous years. The losses are mainly on account of settlement of dues of retrenched workers for the gratuity dues which are not recurring expenses in future. Your Directors are hopeful that the performance will improve gradually in years to come.

As of date your company has not commenced any manufacturing activity and is looking forward for setting up a new viable project in the near future and therefore extended advance for procurement of land. The management of the company is putting in all its efforts that the project is conceived and implemented at the earliest possible.

Your Directors regret their inability to recommend payment of dividend in view of the

performance in the year under review

7. Directors:

As per provisions of Section 152(6) of the Companies Act, 2013, Mr. Himanshu Shanghvi, Director liable to retire by rotation, offers himself for re-appointment at the general meeting. Mr. Hanumaniah Satish is being appointed as Independent Directors for three consecutive five years as per provisions of Section 149 of the Companies Act, 2013, Mr. Paresh Patel has resigned from the Directorship of the Company during the year.

Necessary resolutions for the appointment /re-appointment of the aforesaid directors have been included in the notice convening the ensuing AGM and details of the proposal for appointment / re-appointment are mentioned in the explanatory statement of the notice. Your directors recommend their appointment / re-appointment. All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013 (Previously being Section 274(1) (g) of the Companies Act 1956).

Report on Corpora to Governance

Compliance Report on Corporate Governance is a part of Annual Report is annexed herewith.

9. Acknowledgements

Your Directors wish to please on record their appreciation of the whole hearted cooperation extended to company from various departments of the central and state governments, company bankers and financial institutions and employees of the company and look forward for the same cordial relationship in coming years.

THE DIRECTORS ON CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) constituted the Committee on Corporate Governance to promote and raise the standard of Corporate Governance of listed companies. The Committee has made recommendation on the composition of the board of directors, audit committee, board procedure etc.

The company has taken necessary steps to comply with the clause of 49 of the revised Listing Agreement given below is the repost of the Directors on the Corporate Governance.