DIRECTORS' REPORT

To

The Members,

Your Directors present the Thirty Fourth Annual Report of the Company together with the Annual Statements of Accounts (Standalone & Consolidated) for the year ended 31st March, 2015.

In the financial year 2014-2015, your Company was able to continue the sale of Bauxite from Gujarat based on the ad-interim relief granted to certain mine owners by the Hon. Supreme Court. The sale of Bauxite allowed the Company to increase its revenue from operations to Rs. 74,924 Lacs on a standalone basis by about 13% higher as compared to the previous financial year; similarly, the consolidated revenues from operations increased by around 61%. Your company's Profit After Tax (before extraordinary items) rose to 10,739 Lacs on a Stand-alone basis and to Rs.22,191 Lacs (before extraordinary items) on a consolidated basis.

Export revenues from Bentonite segment were relatively encouraging whereas those in the domestic sector were steady despite a challenging environment in the auto-ancillary and foundry industries. Sales in the white clay and other mineral segments were buoyant particularly in the domestic market.

Your Company and its Subsidiaries continue to be preferred global suppliers of mineral solutions. The Company's versatile portfolio comprises of more than 25 minerals and 120 value added mineral solutions such as Bleaching Clay, Ceramic Proppants, Clay Catalysts are used in several applications like manufacturing of aluminium metal, cement, iron ore pellatization, foundries, oil well drilling, paper, paints, edible oil purification, castables and hydraulic fracturing, etc.

Products such as Mullite & Chamotte which were inducted in the Company's value added mineral solutions portfolio last year have received an encouraging response in the markets and the Company is set to launch its pioneering Ceramic Proppants this year which are supported by years of research and resource development.

DIVIDEND:

Considering the state of affairs of the Company, your Directors have not recommended any Dividend for the financial year 2014-2015.

DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V -Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES AND JOINT VENTURES:

The principal Subsidiaries and Joint Ventures of the Company showed promising growth.

Ashapura International Ltd. which principally caters to the export of Bauxite and Bentonite showed substantial increase of 45% in revenues 53% in its after tax profits on account of a spurt in export sales.

Bombay Minerals Ltd. which sells bauxite and its value added derivative calcined bauxite had a 4 times revenue and profit multiple as compared to the previous year on account of the continuing supply of Bauxite and High Grade Bauxite on account of the ad-interim order of the Supreme Court. Bombay Minerals Ltd. had acquired 18% stake in Orient Abrasives Ltd. ('OAL') in November 2013; on July 15, 2015, Bombay Minerals Ltd. ('BML') acquired an additional 20% stake in OAL, thereby increasing its total stake to about 38% in the Company and become its single largest shareholder. Furthermore, since OAL is a Company listed on BSE and on NSE; BML as the new promoter of OAL is in the process of completing an open offer to the shareholders of OAL as per the prevalent SEBI guidelines.

Ashapura Perfoclay Ltd. (formerly known as Ashapura Volclay Ltd.) completed its two phase capacity expansion in the financial year, making the largest single location Bleaching Clay processing complex in the world. The Company, exhibited a marginal decline of 2% in its revenues on account of the volatility in the edible oil markets which consume the Company's premium Bleaching Clay.

The other overseas subsidiaries and joint ventures of the Company in Belgium, UAE and Oman exhibited modest increases in revenues and profits.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Subsidiaries', Associates' and Joint Ventures (in Form AOC-1) is attached to the financial statements. (Refer Page No. 118)

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the Audited Consolidated Financial Statement is provided in the Annual Report.

COMPANY'S REFERENCE TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR):

Based on the Audited Financial Accounts for the year ended 31st March, 2011, the Board for Industrial & Financial Reconstruction (BIFR) vide its order dated 20th March, 2012 declared your Company as 'Sick Company' under Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

Consequently, the BIFR Bench appointed Bank of India as Operating Agency (OA) with directions to submit Draft Rehabilitation Scheme (DRS). Based on the various meetings with the Operating Agency and subsequent revisions, your Company has presented

a revised Draft Rehabilitation Scheme (DRS) and the same is under discussion amongst various concerned lenders for finalization.

Pending the finalization of DRS, the Company is keen to arrive at an arrangement with lenders/creditors and accordingly, the Company in consultation/concurrence with BIFR, has initiated discussions/negotiations with all financial institutions/banks and have restructured/settled with majority of the lenders. Similarly, discussions are also held with other major creditors which are yet to be concluded.

STATUS OF THE PENDING LITIGATIONS:

1. SHIPPING MATTERS:

The Contracts of Affreightment entered into by the Company with Shipping Companies - viz. [1] I.H.X. (UK) Ltd. [2] Eitzen Bulk A/s and [3] Armada Singapore Pte Ltd.

In case of the above shipping companies, the Company is facing applications for enforcement of ex-parte Foreign Awards passed in respect of three Contracts of Affreightment in the Bombay High Court filed for approx. US $ 126.07 million.

Since the award of claims of each of the three shipping companies were heavily exaggerated, the Company has much prior in time filed an application for enforcement of award, initiated legal proceedings against the alleged arbitration award in the Civil Court at Jam-Khambhaliya, Gujarat on the ground of opposed to the Public Policy of India. The Application filed by the Company challenging the foreign awards stands upheld in the Court of Law.

Matters are also pending in Bombay High Court, Gujarat High Court and Supreme Court apart from District Court at Khambhaliya.

2. FOREX DERIVATIVES:

In case of Forex Derivatives Contracts, the Company has taken legal opinion that these contracts are void and are not legally enforceable. It has been further advised by the counsels that the Company can take legal actions for challenging the validity of the said contracts.

The Company has approached the Bankers and has successfully settled the claims amicably with most of the bankers.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH, 2015 AND 5th AUGUST, 2015 (DATE OF THE REPORT):

During the year under review, there were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATIONS:

During the year under review, no significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on 'Corporate Governance' along with the Certificate from M/s. Sanghavi & Co., Chartered Accountants regarding its compliance and 'Management Discussion and Analysis' as stipulated by Clause 49 of the Listing Agreement are set out separately which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b)the directors had 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 had 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 had prepared the annual accounts on a going concern basis;

(e)the directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-structuring of the Board of Directors:

i.The term of office of Late Shri Navnitlal Shah as an Executive Chairman of the Company was due for renewal at the close of office hours on 30th September, 2014. Since there was no formal communication from the Chairman's office expressing his intention to continue as an Executive Chairman of the Company; also considering his age and health conditions and in the best interest of the Company, the Board of Directors, after considering the recommendations of the Nomination and Remuneration Committee, thought it advisable to relieve him from his duties as an Executive Chairman of the Company and also thought it fit; not to renew his agreement for the said position. However, he was to continue as a Non-Executive Director on the Board of the Company w.e.f. 1st October, 2014.

Further, due to his inability to attend to his office and/ or any of the meetings of the Board of Directors of the Company his office of Director stood automatically vacated in terms of the provisions of Section 167(1)(b) of the Companies Act, 2013.

Your Board of Directors with deep regret inform you that Late Shri Navnitlal Shah, Promoter and Ex-Chairman of Ashapura Minechem Limited expired on 30th June, 2015. The Ashapura family and the Board of Directors place on record their sincere gratitude & appreciation for his visionary role and efforts in building the "Ashapura" Group.

ii. The term of office of Shri Chetan Shah as a Managing Director of the Company was also due for renewal at the close of office hours on 30th September, 2014. The Board of Directors, after taking into considering the recommendations of Nomination & Remuneration Committee consented to the request of Shri Chetan Shah for not opting to renew his agreement for the position of Managing Director. However, it was noted that he too would continue to remain on the Board of the Company as a Non-Executive Director.

The Independent Directors having taken on record the vacation of office of Late Shri Navnitlal Shah from the Directorship of the Company opined that the Company and its Management would need an experienced and visionary guide for mentoring and guiding the Group. Considering the need and the turn of events, it was proposed that Shri Chetan Shah should occupy the position of 'Chairman - Emeritus' for the Group (i.e. Non-Executive Chairman) and accordingly he was appointed as Chairman (Non-Executive) of the Group.

iii. The Board of Directors of the Company at its meeting held on 29th September, 2014 appointed Shri Rajnikant Pajwani as an Additional Director w.e.f. 1st October, 2014 and further, on the recommendation of the Nomination & Remuneration Committee, appointed him as 'Whole Time Director & Chief Executive Officer' of the Company for a period of 3 years w.e.f. 1st October, 2014 and also approved payment of his remuneration. The Members of the Company, by passing Ordinary Resolution by way of a Postal ballot, result of which was declared on 1st December, 2014, approved his appointment as a Director under the provisions of Section 152 of the Companies Act, 2013 and also his appointment as a Whole Time Director of the Company for period of 3 years in terms of the provisions of Section 196 of the Act including the terms & conditions of his appointment including remuneration.

Appointment of a Woman Director:

The Company being declared financially 'SICK' found it very difficult to induct able and willing candidates to hold fiduciary positions including that of a woman director. Despite its sincere efforts, the Company was unable to appoint a woman director within the stipulated time limit and was penalised for the default. The Company duly submitted its case for consideration with the Stock Exchanges and paid the penalty under protest.

After being persistent, the Company manage to persuade Smt. Navita Gaiha, a prominent lawyer to take up Directorship as an Additional director (Independent Director) and was co-opted by the Board of Directors at their meeting held on 5th August, 2015 subject to the approval of shareholders at the ensuing Annual General Meeting, as required under the provisions of the Companies Act, 2013 and the Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

The relevant details of Smt. Navita Gaiha as required pursuant provisions of the Companies Act and the Listing Agreement are furnished in "Annexure - 1" of the Notice of the ensuing Annual General Meeting.

Retire by Rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Chetan Shah, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The relevant details of Shri Chetan Shah as required pursuant to the provisions of the Companies Act and the Listing Agreement are furnished in "Annexure - 1" of the Notice of the ensuing Annual General Meeting.

Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Appointment of Key Managerial Personnel:

During the year under review, the Company has appointed the following persons as Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1.Shri Rajnikant Pajwani - Whole Time Director & Chief Executive Officer

2.Shri Sachin Polke- Company Secretary & Vice President

During the year under review, the following Executives are recognized as a whole-time Key Managerial Personnel (KMP) of the Company to perform such duties/functions as may be assigned to them under their prescribed designation and/ or generally and specifically assigned to them by the Board of Directors and/or its Committee from time to time:

1.Shri Vipul Saxena-Vice President - HR

2.Smt. Surekha Sathe-Vice President - IT

3.Shri Ashish Desai-Sr. General Manager - Accounts

4.Shri Ajay Phalod-Sr. General Manager - Corporate Finance

5.Smt. Harsha Joshi-General Manager - Taxation & Internal Control

BOARD EVALUATION:

The Company through its Nomination & Remuneration Committee has devised Performance Evaluation Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Board's functioning was evaluated on various aspects, including inter-alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Whole-time Director and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

NOMINATION & REMUNERATION POLICY:

In accordance with Section 178 of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at its meeting held on 13th November, 2014, on the recommendations of the Nomination & Remuneration Committee, formulated the Nomination & Remuneration Policy of your Company. The salient aspects covered in the Nomination & Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure A" to this Report.

MEETINGS OF THE BOARD:

During the year under review, 6 (six) meetings of the Board of Directors were held. The details of the meetings are provided in the Report on Corporate Governance (Please refer Page no. 38).

AUDIT COMMITTEE:

The Company has an Audit Committee of the Board of Directors in place. The terms of reference of the Audit Committee are in line with Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement. Detailed information pertaining to Audit Committee has been provided in the Corporate Governance Report, which forms part of this Annual Report.

AUDITORS AND AUDITORS' REPORT:

Statutory Auditors

M/s. Sanghavi & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 36th Annual General Meeting to be held in the year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of Auditors shall be placed at every Annual General Meeting for ratification. The Company has received confirmation from them to the effect that if they are reappointed it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. As required under Clause 41 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Accordingly, the appointment of M/s. Sanghavi & Co., Chartered Accountants, as Statutory Auditors of the Company is placed for ratification by the Shareholders at the ensuing Annual General Meeting.

Auditors' Observations

The observations made by Auditors in the Annexure to Auditors' Report are self explanatory and need not require any further clarification.

Branch Auditors

M/s. B. Purushottam & Co., Chartered Accountants, Chennai, the Branch Auditors appointed pursuant to Section 143(8) of the Companies Act, 2013 hold their office till the conclusion of the ensuing Annual General Meeting.

In view of the provisions of Section 143(8) read with the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. B. Purushottam & Co., Chartered Accountants, Chennai as Branch Auditors to conduct the audit of the Company's branches at Chennai, Kodur and Trivendrum for the financial year 2015-2016.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors has, on recommendation of the Audit Committee, appointed M/s. S. K. Rajani & Co., Cost Accountants as the Cost Auditor of the Company to conduct audit of the Company's Cost Accounting Records in respect of the products of the Company viz. Bentonite & allied Minerals, Kaolin & Bauxite (CETA CH. 25, 26 & 38) for the financial year 2015-2016 at the remuneration of 7 2,00,000/- (Rupees Two Lacs only) per annum plus reimbursement of actual travel & out of pocket expenses. As per the provisions of the Companies Act, 2013, a resolution seeking approval of the Members for the remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Cost Audit Report for the financial year 2013-2014 was filed with the Ministry of Corporate Affairs on 9th February, 2015.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Shri. Virendra G. Bhatt, Company Secretary in Practice, Mumbai to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2015.

The Secretarial Audit Report (in Form MR-3) is attached as "Annexure B" to this Report.

Secretarial Auditors Observations:

1. Your Directors would like to bring to the notice of the Members that being declared as a 'Sick Company' by the Board for Industrial & Financial Reconstruction (BIFR), it is finding difficult to induct able and willing candidates to hold fiduciary positions including that of the Woman Director and Chief Financial Officer (CFO) i.e. Key Managerial Personnel as required under the provisions of the Companies Act, 2013.

The Board of Directors of the Company at their meeting held on 5th August, 2015 have co-opted Smt. Navita Gaiha as an Additional Director (Independent Director), pursuant to provisions of Section 149 of Companies Act, 2013 and in terms of Cause 49 of the Listing Agreement for a period of 5 years subject to the approval of Shareholders.

Also, pending the appointment of 'CFO', the Board of Directors have recognized Shri Ajay Phalod, Sr. General Manager - Corporate Finance and Shri Ashish Desai, Sr. General Manager - Accounts as a whole time Key Manegerial Personnel to perform such duties/functions as may be generally performed by the Chief Financial Officer (CFO).

2.As regard filing of 'Form D' pursuant to SEBI (Prohibition of Insider Trading) Regulation and MGT-10 pursuant to the companies Act, 2013, it was informed by the Promoter that the said shares were tranfered inter-se Promoter Group and as such no disclosure was made. However, upon professional advice, the Promoter Group Members recently filed the disclosure with the relevant authorities & with the Company.

INTERNAL CONTROL SYSTEM & THIER ADEQUACY:

The Company has an adequate Internal Control System commensurate with the size, scale and nature of its operation. The Audit Committee reviews the adequacy and effectiveness of Internal Control System.

The Company has appointed the Chartered Accountants Firm as its Internal Auditors which carries out the periodic audit as per the Scope of Work approved by the Audit Committee. The Audit Committee of the Board of Directors of the Company periodically reviews the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management are presented to the Audit Committee. The status of implementation of the recommendations are reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board. The Company is taking due action to ensure that the Internal Control is strengthened in all the areas of operations.

CORPORATE SOCIAL RESPONSIBILITY:

The Board of Directors at its meeting held on 13th November, 2014 approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the Corporate Social Responsibility Committee. The CSR Policy lays down the guideline principles for social welfare programs/projects initiated by the Ashapura Group through its Trusts/Foundation for the benefit of different segments of the society, specifically the deprived, underprivileged and differently abled persons. The policy is available on the website of the Company.

The Company to the best of its ability continues to fund its Corporate Social Responsibility initiatives and projects; however on account of its insufficient Net Worth and its continued reference to the Board for Industrial and Financial Reconstruction, the Company has been unable to specifically make a provision for Corporate Social Responsibility.

VIGIL MECHANISM- WHISTLE BLOWER POLICY:

Your Company is committed to conducting its business in accordance with applicable laws, rules and regulations and believes in conducting its business in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Policy has been formulated with an objective to build and strengthen a culture of transparency and trust within the Company and to provide a framework to its directors and employees for responsible and secure reporting of improper activities (whistle blowing); and also to provide for adequate safeguards against victimization of directors/employees, who avail of the mechanism; and for direct access to the Chairman of the Audit Committee. More details on the Vigil Mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

RISK MANAGMENT POLICY:

The Board of Directors of your Company has laid down a Risk Management Policy for the Company that identifies elements of risks inherent to the business and have entrusted on Audit Committee the responsibility of reviewing the said policy.

RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year under review with the Related Parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with the Related Parties which could be considered material in accordance with the Policy of the Company on Related Party Transactions. In view thereof, the disclosure in Form AOC-2 is not required to be provided.

The Company places all Related Party Transactions before the Audit Committee and also before the Board of Directors for approval on quarterly basis. The omnibus approval was obtained from the Audit Committee in respect of transactions which are of repetitive in nature in accordance with the Policy on Related Party Transactions of the Company. The Audit Committee also reviewed the details of such Related Party Transactions entered into by the Company pursuant to each of the omnibus approval given on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors of the Company is available on the website of the Company www.ashapura.com.

Your Directors draw attention of the members to Note no. 40 to the financial statement which sets out related party disclosures.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements (Please refer to Note no. 39).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in "Annexure C" to this Report.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return of the Company in Form MGT-9 as provided under Section 92(3) of the Companies Act, 2013 is annexed herewith as "Annexure D" to this Report.

ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, employees, investors, customers, Government & Government agencies and all other business associates for the continuous support given by them to the Company and their confidence in its management during the year under review and look forward for their contributed support in future.

For and on Behalf of the Board of Directors

Sd/- CHETAN SHAH

CHAIRMAN (NON-EXECUTIVE)

Sd/- RAJNIKANT PAJWANI

WHOLE-TIME DIRECTOR & CEO

Place: Mumbai

Date: 5thAugust, 2015