DIRECTOR'S REPORT

TO

THE MEMBERS,

MARDIA SAMYOUNG CAPILLARY TUBES COMPANY LIMITED

Your Directors have pleasure in presenting the 23rd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31" March 2015.

DIVIDEND:

In view of company's present financial conditions, your Directors do not recommend any dividend for the year ended 31s1 March 2015.

3. OPERATIONS

During the year under review, the operating profit/loss was 88.90 lacs. There were no interest and financial charges. The tax liability is nil due to a loss. The net loss after tax is accordingly 107.46 lacs.

4. COMPLETION OF MERGER OF GROUP COMPANIES

In order to improve the shareholders value and to augment the strength and achieve the synergy among the group companies, which are all registered with BIFR, the Board of Directors, with the approval of the required authorities, had submitted a rehabilitation scheme to BIFR, including the possible turnaround of the group companies together by way of merger and provide liquidity to the shareholders at large. The B.I.F.R. after the hearing has approved the scheme of amalgamation of Mardia Tubes Limited & Mardia Extrusions Limited with your company and passed the necessary order to that effect. The merger process is now complete and accordingly Mardia Tubes Ltd and Mardia Extrusions Ltd have merged with the Company.

5. APPOINTMENT / REAPPOINTMENT OF DIRECTORS

In accordance with the Provisions of the Companies Act, 2013, and Articles of-Association of the Company, Mr. Bharat Chouhan & Mrs. Omana Nayak who retire by rotation, at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. The brief profile of Directors being appointed at the ensuing Annual General Meeting forms part of the notice convening 23rd Annual General Meeting.

Your Directors have informed your Company that they are not debarred for re-appointment/ continuation as directors under applicable provisions of the Company Act, 2013. The Board recommends their appointment.

Also, in accordance with the provisions of the Companies Act, 2013 and articles of association of the Company, Mr. Gaurav Mardia, an additional director, is proposed to appointed as a Director of the Company subject to the consent of the shareholders.

6. BOARD EVALUATION

The Board carried out an annual performance evaluation of its own performance, the individual Directors as well as the working of the Committees of the Board. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by Independent Directors.

7. AUDITORS

M/s SHYAM C. AGRAWAL & COMPANY, Chartered Accountants, auditors of the Company will hold office until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 of the Companies Act, 2013. Accordingly, the said Auditors may be appointed as Auditors of the Company at the ensuing Annual General Meeting.

8. AUDITOR'S REPORT

Notes on Accounts referred to by the Auditors in their report are self explanatory and therefore do not require any further clarification.

9. FIXED DEPOSITS

The Company has not accepted any deposits during the year within the meaning of Sections 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

10. PARTICULARS OF EMPLOYEES

No employee of the Company is covered under the applicable provisions of the Companies Act, 2013.

11. CONSERVATION OF ENERGY

The Company has taken adequate steps to conserve energy at all levels. An in-house team comprising of experts, regularly keep a check on all the energy conservation systems applied by the Company at the work place. At regular intervals the reports and findings of this team are discussed by the senior management. The Energy Conservation system of the Company gives emphasis on:

I. Personnel specially trained for this task.

II. Research on use of such component in the equipments and final product which will maximize energy conservation.

III. Proper maintenance of all machinery & other equipment and timely replacement of worn-out components.

IV. Maximum utilization of available resources.

In accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956 the required information relating to conservation of energy, technology absorption and Foreign Exchange earning and outgoing is annexed to the report (Annexure "A").

12. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 of the Companies Act, 2013, we, the Directors of MARDIA SAMYOUNG CAPILLARY TUBES CO. LIMITED, state in respect of Financial Year 2014-15 that:

a) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material discrepancies, if any.

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 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 provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a 'Going Concern' basis.

e) The directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

0 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.

13. AUDIT COMMITTEE

a) Pursuant to the provisions of Section 177 of the Company's Act, 2013, the Board has constituted an Audit Committee comprising of three independent Directors, and one Executive Director, inter-alia for holding

discussions with the Auditors periodically, review of quarterly, half yearly and annual financial statements before submission to the Board, review of observations of Auditors and to ensure compliance of internal control systems;

b) The Audit Committee has also been delegated with authority for investigation and access for full information and external professional advice for discharge of the function delegated to it by the Board;

c) The Board agrees that the recommendations of the Audit Committee on any matter relating to financial and managerial including the audit report would be binding on the Board; and

d) Based on the above and the Internal Audit System, the Audit Committee, the Board opines that the Company has adequate internal control system commensurate with the size of the Company and the nature of its business.

14. CORPORATE GOVERNANCE

As required under clause 49 of the Listing Agreements with the Stock Exchanges, Corporate Governance and Management discussion and Analysis Report form part of this Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors' certificate confirming compliance of the Corporate Governance is attached to the Report on Corporate Governance.

15. DISCLOSURES

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud and mismanagement, if any.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITION AND REDRESS AL) ACT. 2013.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints pertaining to sexual harassment were received during FY 2014-15.

16. ACKNOWLEDGEMENT

Your Directors are pleased to place on record their appreciation of the value, contribution, devotion and sense of commitment extended by the employees of the Company, which inspires confidence to plan for greater accomplishments in the current financial year. Your Directors would also like to place on record its sincere appreciation for the whole hearted support and contributions made by the various Banks, Central, State Government and Local bodies, Customers, Suppliers and other business associates towards conduct of efficient operations of your company.

For and on behalf of the Board

RAVINDRA MARDIA

Chairman

Place: Mumbai.

Date: 30,h May, 2015