Magna Industries & Exports Ltd Directors Report

To,

The Members of,

MAGNA INDUSTRIES AND EXPORTS LIMITED

Your Directors have pleasure in presenting their 27^th Annual Report on the Audited Statement of Accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars	2015-2016	2014-2015
Income From Operation	2060.08	2992.08
Other Income	300.37	286.59
Gross Income	2360.45	3278.67
Profit from Ordinary activities before finance cost and exceptional items	99.04	91.44
Finance Charges	0.59	0.43
Provision for Depreciation	2.16	2.38
Net Profit Before Tax	96.29	88.63
Tax Expenses	29.76	30.00
Net Profit After Tax	66.53	58.63
Balance of Profit brought forward	282.46	223.83
Balance available for appropriation	348.99	282.46
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-
Transfer to General Reserve	-	-
Surplus carried to Balance Sheet	348.99	282.46

2. REVIEW OF OPERATIONS

During the year under review, the Company has posted total Income of Rs. 2360.45 Lakhs as against Rs. 3278.67 Lakhs for the corresponding previous year.Further, Net Profit after tax for the year under review was Rs. 96.29 Lakhs as against Rs. 88.63 Lakhs for the corresponding previous year.

3, DIVIDEND AND RESERVES

The Board of Directors of the Company do not recommend dividend for the financial year ended 31st March, 2016.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31^st March, 2016 is Rs. 1250.00. Lakhs, comprising of 1, 25, 00,000 shares of Rs. 10/- each. During the year under review, the Company has not issued any equity shares.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Mohanlal Bhangar retires at the forthcoming Annual General Meeting Mr. Rajendra Mokashi retires at the forthcoming Annual General Meeting

During the year, Ms. Edna Samuel has been appointed as an Independent Director with effect from 31^st March, 2015. Further Mr. Rajesh Pandey, and Mr. Asim Kumar Saha were appointed as Non Executive Independent Directors of the Company for a period of five years with effect from 1^st April 2016.

6. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) & 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms 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; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were 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.

7. PARTICULARS OF MANAGERIAL REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is enclosed as Annexure II and forms part of this Report.

8. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year, 6 Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement.

9 . BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The Directors expressed satisfaction with the evaluation process. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

10. INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as Independent Director, under the provisions of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

11. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are provided on the Company’s website.

12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary company and has not entered into joint venture with any other company.

13. STATUTORY AUDITORS’ AND AUDITORS’ REPORT

At the Annual General Meeting held on September 30, 2015, M/s. P. Bohra & Co, Chartered Accountant were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in Calendar year 2017. In the terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. P. Bohra & Co, Chartered Accountants, as Statutory Auditors of the Company, is placed for Ratification by the Shareholders. In regard to the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies act, 2013. Auditors Report as issued by M/s. P. Bohra & Co, Chartered Accountants, Auditors of the Company is self explanatory and need not call for any explanation by your Board.

14. SECRETARIAL AUDIT

In terms of Section 204 of the Act and Rules made there under, Ms. Dolly Mehta, Practicing Company Secretaries, Mumbai have been appointed as the Secretarial Auditors of the Company for the F.Y 2015-2016. The Secretarial Audit Report is enclosed as Annexure IV to this report.

15 INTERNAL AUDIT & CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management and Statutory Auditors. Significant internal audit findings are discussed and follow-ups are taken thereon.

16. COMPOSITION OF AUDIT COMMITTEE

The Audit Committee of the Company as on 31^st March, 2015 comprised of two Independent Directors, namely Mr. Asim Saha, Mr. Ravindra Mokashi and one Non-Executive Non-Independent Director, Mr. Mohanlal Bhangar. Mr. Asim Saha is the Chairman of the Committee. All members of the Audit Committee possess strong knowledge of accounting and financial management. The Managing Director, Executive Director and Director (Finance) are regularly invited to attend the Audit Committee meetings. The other details of the Audit Committee are given in the Corporate Governance Report, appearing as a separate section in this Annual Report.

17. PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report as per Annexure I. As per the provisions specified in Chapter XIII of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 none of the employees of the Company are in receipt of remuneration exceeding Rs. 60,00,000/- per annum, if employed for whole of the year or Rs. 5,00,000/- per month, if employed for part of the year.

18. EMPLOYEES’ STOCK OPTION PLAN

The Company has not provided stock options to any of its employees.

19 . VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company. The employees of the Company are made aware of the said policy at the time of joining the Company.

20. RISK MANAGEMENT POLICY

The Company has laid down the procedure to inform the Board about the risk assessment and minimization procedures. These procedures are reviewed by the Board annually to ensure that there is timely identification and assessment of risks, measures to mitigate them, and mechanisms for their proper and timely monitoring and reporting.

21. EXTRACT OF ANNUAL RETURN:

The details forming part of the Extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure II and forms part of this Report.

22. DEPOSITS

The Company has not accepted nor renewed any fixed deposits during the FY 2015-16.

23. LOANS & GUARANTEES

During the year under review, the Company has not provided any loan, guarantee, security or made any investment covered under the provisions of Section 186 of the Companies Act, 2013 to any person or other body corporate.

24. RELATED PARTY TRANSACTIONS

During FY 2015-16, the Company entered into certain Related Party Transactions which are in the ordinary course of business and at arm’s length basis, with approval of the Audit Committee. The Audit Committee grants omnibus approval for the transactions which are of foreseen and repetitive nature. A detailed summary of Related Party Transactions is placed before the Audit Committee & the Board of Directors for their review every quarter. There are no materially significant Related Party Transactions executed between the Company and its Promoters, Directors, key Managerial Personnel or other designated persons, that may have a potential conflict with the interest of the Company at large. Since all Related Party Transactions entered into by the Company were in ordinary course of business and were on an arm’s length basis, the details of which are provided in Annexure III; Form AOC 2.

25. CORPORATE GOVERNANCE CERTIFICATE

A Report on Corporate Governance along with a certificate from the Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Clause 49 of the Listing Agreement forms a part of this Annual Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report, which gives a detailed state of affairs of the Company’s operations forms a part of this Annual Report.

27. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The operations of the company are not energy-intensive. However, adequate measures have been taken to reduce energy consumption by using energy efficient computers and equipments with the latest technologies. Your Company constantly evaluates new technologies and invests in them to make its infrastructure more energy-efficient. During the year under review, the Company has not entered into foreign currency transactions.

28. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

29. ACKNOWLEDGEMENT

The Directors would like to thank all shareholders, customers, bankers, suppliers and everybody else with whose help, cooperation and hard work the Company is able to achieve the results. The Directors would also like to place on record their appreciation of the dedicated efforts put in by the employees of the Company.

For and on behalf of the Board of Directors

SATISH BHANGAR

MANAGING DIRECTOR

DIN: 00378400

MOHANLAL BHANGAR