REPORT OF

BOARD DIRECTORS

Dear Members,

The Directors have pleasure to present their 28th Annual Report and the Audited Annual Accounts for the year ended 31st March, 2015.

State of Company's Affairs

During the year under consideration, following important developments have taken place,

a) Debt Restructuring by Consortium Bank :- As the capacity utilization of newly expanded capacity was very low due to sluggish demand the expected cash generation was not taking place and it was expected to have impact on the repayment schedule of various term loans availed by the Company. Company had approached its Bankers with a request to restructure repayment schedule of various terms loans, consortium bank approved the same in the Month of March 2015 giving effective date as 1st April 2014 and as a result the installment which were due during the year were restructured along with interest payable there on.

b) The restructuring of various term loans will help improvement in liquidity position of the Company over a period of time.

c) During the year various cost factors such as Raw Material, Energy Cost, Freight Cost and Finance cost have given negative impact on the overall margin of the business which has impacted overall profitability of the business.

d) Company had devised a strategy to ensure higher capacity utilization of various plants during the coming year which will increase overall performance of the Company in future.

e) Net Worth of the Company is reduced to 7 6967.44 Lacs as on 31st March, 2015 compared to 7 7440.81 Lacs as on 31st March, 2014.

Dividend

Due to loss, your directors have not recommended dividend during the year under consideration.

Material Changes and commitments affecting financial position between the end of the financial year and the date of report

The Company has issued and allotted 14,70,600 Equity shares of the face value of 7 5/- each at a premium of 7 29/- per share upon conversion of equivalent Compulsorily Convertible Warrants of the face value of 7 34/- each.

Management Discussion and Analysis

Analysis of sector-wise performance of the Company for the fiscal year 2014-15 and future outlook are given hereunder. The outlook is based on the assessment of the current business scenario and Government Policies. Any deviation to the developments - future and other - may affect the variances in the outlook.

Industry Progress

Not much has being changed in the Industrial Minerals industry that the Company operates in. This industry still predominantly functions in an unorganized way though the gradual shift towards an organized structure is happening and should see its benefits in the years to come. India has always been a self sufficient nation with well endowed natural mineral resources in the league of larger nations of USA, Russia, and China.

The Industrial Minerals sector provides the basic raw materials to the manufacturing sector and has always been considered as an important segment for the Indian economy. The mining sector has been reeling for more than two years now, under a lethal mix of high borrowing costs on one hand and environmental and regulatory policy paralysis on the part of the government on the other hand. But with the new government in place, who has had a brief history of bringing reforms in the mining industry, the hope has revived in the industry to bring in some major growth oriented mining and mineral development policy reforms in the next few years which should boost this industry to the next level.

A wide spread understanding for the strategic value of different minerals pertaining to different classifications is the need for the day which currently is simply being generalized. Within two decades of liberalized economy, much in contrast with the constitutional objectives, mining as a sector has come to be associated with scams, conflicts, violence and ecological degradation. The future should therefore usher in an era of mineral development with socio-economic development as the focus. A significant amount of mineral potential still lying untapped could contribute enormously to the country's GDP if the challenges are overshadowed by a high flow of FDI in this sector.

Severe, rapid disruptions to local life generate fear and mistrust. The public trust deficit needs to be addressed by both industry and government alike. The mining industry in India has however has started to shape the future direction of this engagement towards an inclusive agenda for improving livelihoods of the local populace, bringing in much needed investment, job, wealth creation and government revenues.

In addition to the internationally recognized proven and probable 'reserves', India has significant quantity of mineral resources which are still under various stages of exploration which need to be capitalized sooner to rely lesser on the import for many of the end user requirements whose demand is getting better in the years to follow.

Product wise performance

CnC - Consumers and Commodities

• Paint Industry

The product range for paint industry encompasses a varied application base with the majority share lying with Paint Industry and a minor share with the Allied base of industries catering to Agrochemicals, Adhesives & Sealants, Construction, Cosmetics, Printing Inks, Oil Well Drilling, Foundry, Ceramics, and others. The user industries this financial year have shown positive sign of recovery and as a result CnC division have achieved the targeted Budget.

Studies and Analysis carried out by various Institutions before and after the Annual Budget for 2015-16 shows that corporates are hopeful of better Economy and improvement in Investment Climate in the light of expected reforms in Government's Economic policies. Company had geared up the expansion on the basis of plans shared by our major customers e.g. Asian Paints, Berger Paints etc. Decorative paints account for over 75% of the overall paint market in India and include wall finishes for interior and exterior use, enamels, wood finishes and ancillary products such as primers, putties, etc. The retail demand for decorative paints has shown recovery coupled with boost in infrastructure investment and the demand for industrial coatings has also shown progress. The top 5 Major companies domestically saw a double digit growth in range of 10 to 13 %. On the back of such advocacy, we anticipate that the sector will post a CAGR of around 15%. Presently, the growth as being witnessed from new demand pockets, especially in Tier-II and Tier-III cities, thus signaling the growing acceptance of quality products among the masses.

Similarly, in case of Small and Medium scale companies, the scenario remains worrisome due to extended payment cycles by the end customers and tougher market conditions. Mainly competition from Major customers, however Medium Scale companies Like Jotun and Nippon Paints have made their presence felt mainly in the Decorative and Industrial sector. Other Medium and Small scale companies also have shown growth in the West, North and South Regions where some customers have promised of Capacity Expansions and Market Aggression.

However, as with other fields, some challenges also exists in this promising sector that can affect the growth trajectory of the paint industry, if not handled accordingly. For instance, the industry is highly raw material-intensive and any fluctuation in the availability of raw material leads to substantial price fluctuation in paint production costs. The Pressure is on the Raw material suppliers who are undergoing tremendous pressure to maintain the cost coupled with new entrants in the market, which has resulted in the erosion of Bottom line and the challenge is going to be similar in the coming financial year.

Overall CnC looks to be on the recovery path.

VAD - Value Added Division

This was year full of challenges which were both bitter and fruitful, some were exhausting while some were rewarding. However our VALUE ADDED DIVSION managed Year 2014­15 was a year of overall marginal growth, since the division had grown +2 % in terms of volume and + 5 % in value terms over previous year and touches INR 100 Cr. Top- line sales marks with growth in Plastics segment viz. PVC Pipe, PP/MB etc.

Plastic Industry

Plastics Industries the globe's most lucrative business is growing bigger by the day. Plastics-as the key material for man's progress today-will be a key beneficiary of this tremendous growth surge. India relatively low per capita consumption of plastics - currently at 9.7 kg per annum - is expected to triple over next decade. In -spite of drastic drop of Polymer price due to crude oil price slump forces second half of FY 14-15 were not ideal productive atmosphere for polymer processing industries. However the company registered positive growth of approx. +17% in value and volume terms respectively over the previous year.

The second half of the year were too much bitter and exhausting as steep drop in the crude oil prices coupled a catastrophic spiraling about drastic Polymer price drop and uncertainties about polymer prices, which forces Polymer Processing Industries to shut down / Cut down their manufacturing activities in sizable quantities. Apart from this also India's custom tariff compliance to allow zero percent import duty from ASEAN countries hampered and impacted a lot to our market share, this factors somewhat made us lag behind the Malaysian and Vietnam countries products. The customers shifted to zero duty goods and preferred more Vietnam products. This phase was though temporary as the Vietnamese products did not perform in terms of quality and after a temporary gap, we again received business enquiries from the customers that moved away from our products. In-spite the above change in business environment, our PP/MB segment registered positive growth of +9 % and + 7 % in qty and value terms respectively, compared to previous year.

Other segments of our plastics division is Vinyl, PU, Epoxy and Thermo-sets plastics Processing Industries: This particular segment consists of PVC processing Industries like PVC pipe, PVC compound for wire and cable, other PVC processing Industries who making Sheet, film, profile, PU Flexible Foam, SMC/ DMC, Epoxy and Electrical Insulator and others allied Industries managed positive growth of segments in 2014-15, with + 22 % in quantity and + 26 % in value growth over previous year. Unfortunately due to again polymer price uncertainties and the Zero duty imports from ASEAN countries, attributed to overall Indian PVC sector underperforming, as a whole many companies either operated their plants at 60% capacity or closed down their manufacturing activates. To counter this, since from 2013-14, we had formed a special marketing team with technical support system to focus only on PVC pipe segment which resulted into remarkable sales growth and contributed maximum positive growth of division in 2014-15, with + 39 % in quantity and + 43% in value growth over previous year with strategic long term contractual business deals with the customers. This has opened new segment with excellent prospective for the business and made us potential for projecting profitable good growth year ahead.

Our company focused to counter this period of uncertainties and we have formed a vigorous marketing plan and increased our strength of technical marketing executives to revive the sector with better products by serving them with our" Specialty Product Range" which is more on concept selling of Value Added Product which can be accumulated more bottom -line profit for this Division or company, so products like Desiccants, Antiblocking Agents, Synthetics Barium Sulfate for colored Master- batch brilliancy and spacers application and valued added product like partial replacement of TiO2 in white master batch application or TiO2 filled application. Apart from this range, severe marketing efforts were also done in processing aids such as Wax, Multifunctional Processing aid which is necessities ingredient for extrusion base Polymer processing Industries. These efforts are kept ongoing and a separate team has been formed to promote and market above products on a consistent basis.

Paper Industry

In Paper division, slurry business penetration with long terms contractual business with the customer had thrown, open  new segments with excellent potential for the business. The paper industry in India consume Talc / Soap stone as major filler for their paper products mainly for writing and printing paper. From 2010 onwards, our special marketing team's efforts have made inroads by working with the technical teams of major paper companies and highlighting the advantages of using Calcium carbonates instead of Talc. Due to effort of educating uses of Calcium Carbonate instead of Talc as major fillers for writing and printing paper, slowly few paper mills getting converted to use Calcium Carbonate as fillers for paper product but conversion ratio is not as fast because Calcium Carbonate price is little -bit costlier than Talc fillers. However to offset the cut in margins, the company's teams are working with the technical teams of several paper mills for using good calcium carbonate and try to reach at formulations which match their technical requirements. Unfortunately, Year 2014-15 was not growth year for Indian Paper Industries due to increase of imported raw materials - like coal, pulp etc. or competition from dump of imported Chinese paper and duplex board in Indian paper market. Most of the paper mills have shown negative growth in net profit because of competitive market scenario because of paper and Duplex board import from China, high input cost and high interest cost. Ultimately this market cycle phenomena has affected to us with negative growth of nearly -36 % in terms of value and volume.

Rubber Application

Rubber application is one of the important business vertical for the Company in recent years. Indian Rubber industry is about 6000 unit comprising 30 large scale, 400 medium scale and around 5600 small and tiny scale industries. Indian rubber industry has been growing in along with the strength and importance, as a part of India's burgeoning role in the global economy. India is the world's largest producer and the third largest consumer of natural rubber

During 2014-15, Rubber Industries growth were marginally declined compared to previous year due to unfavorable market condition, main contain was volatile rate of rubber and carbon black. Even though in this condition company Rubber division has registered positive growth of nearly +14 % in terms of quantity and + 25% in value terms over last year sales. Several new products are also being developed for the partial replacement of synthetic silica and carbon black which is widely used filler in segment. Also company is emphasizing to focus more on value added products like Vaporlink (product which partially replaces carbon black), Wax, Zinkomer - 100% replacement of Zinc Oxide, Rubber processing aid like Fast Flow - S for lubrication and Vapor Oxol series use as desiccant which are high value product can boost the sales turn over in future. This year we have developed new product AL FR (ATH) Flame Retardant and Low Melting Point PE Wax, which having good market potential.

Today's paradigm shifts are posing exciting challenges and favorable opportunities, which we are addressing effectively to optimally position ourselves to secure concentrated business areas where we have clear sights of more market penetration and value addition. Successfully working and streamlined SAP platform helping us to develop a tighter discipline around costing operational control and market realization, which integrating our business operations and running them efficiently with sustainable growth where next top- line growth will be better supported by the bottom-line growth. We are confident of our Value Added Division envisages higher profitable growth compared to previous year growth with all segments of the division Paper, PVC and PP/MB and Rubber looking for the good year ahead.

Exports

Mineral export from India is growing sharply over few decades, Technology up gradation has given a great advantage to Indian resources to compete with global manufacturers. Year on year it has been observed that export opportunity has also increased due to US dollar appreciation against Indian Rupee which becomes inducement to exporter. In addition to that in Europe and USA strict rules regulation for environment has discouraged mining activity and as a result International buyers has started their focus to source from India and China. Since most of the International players has their own manufacturing facilities in India, It becomes easy for them to source and to extend approval for their global use.

The Company is currently selling their products in 53 countries across the globe and has been successful in attracting and creating a strong base for future strategic alliances with major distribution in, Latin America, Europe and Far East countries by exhibiting their product range in different exhibitions across the Globe.

In the year 2015-16 Company's export team has taken up special task to increase sales of Calcium Carbonate from Malaysia as well as from Egyptian resources. Which will help to induce additional profit on group of company and USD revenue will go up in case of Malaysia and Dubai operation.

Our Team is aggressive to capture double digit growth in year 2015-16 and started taking up frequent customer calls and technical presentations by way of arranging country wise seminar, Taking part in conference and exhibitions which will help to increase customer base across the globe.

Mining

20 Microns Ltd is pioneer in white industrial minerals and possesses mining leases having sizable mineral reserves of 59.185 and 96.492 lakhs Mt and the life of the mine is more than 25 years at current capacity. The reserves shown in the table below are located in the potential mineral block.

Research and Development

20 Microns is dedicated to the development of high quality products for customers worldwide. Our research activities have advanced by leaps and bounds in the last few years due to the introduction of several new research programs as well as the continuing success of the activities. The intellectual property that RandD generates is a vital management resource that 20 Microns utilizes and protects to maximize its corporate value. To ensure efficient progress in RandD, we coordinate and integrate all phases, from basic research to forward-looking technology and product development.

20 Microns success is based on our ability to create a new and compelling products, services and experiences for our product user, initiate and embrace disruptive technology trends to enter new geographic and product markets, and to drive broad adoption of our products and services.

20 Microns RandD Guiding principles:

• Providing Value added products and enhancing the quality of the life of people everywhere through all our activities.

• Pursuing advanced technological development in a wide range of fields, we pledge to provide products and services that respond to the needs of customers worldwide.

The Group's Innovation approach starts with understanding customers businesses and solving their technical problems, in addition to meeting their expectations and anticipating their needs. The minerals used by 20 Microns deliver essential features for its customers' products, such as Mechanical, Thermal, Optical and Chemical Qualities, as well as Absorption/Adsorption and Filtration functions. They also enable customers to improve their manufacturing processes and reduce their production costs. By generating new products and processes, the Group helps its customers to meet new challenges.

To obtain the required properties and so add value, Minerals are processed using various technologies, many of which are specific to 20 Microns, e.g. Grinding, Drying, Calcination, Sintering, Melting, Bleaching, Surface chemistry, Magnetic purification and flotation, but also shaping processes such as Pressing, Extrusion, and Granulation.

Innovative Products Developed During the Year 2014-15

• Metacarb 30T

• Vaporlite 90 CTD Premium

• Micron Carb 9711, 9722 and 9733

• Lithomer Tox

• Blowtox

• AL FR-3, AL FR-5, AL FR-9

• Micronsil 30C

• Colored Silica

• LC 470

• Hycrete

20 MICRONS QUALITY CONTROL

20 Microns Quality Control evaluates and modifies an organization's procedures to make sure they provide the desired results. Our plan includes an organizational structure, details on each employee's responsibilities, and the qualifications an employee needs to fulfill those responsibilities.

Our Quality control looks at production to verify that the suppliers, and the materials they ship, correspond to the requirements for the product. We specify adequate product testing's and feed back the test results and customer complaints to solve problems and encourage improvements throughout the organization.

A number of different elements are important for this kind of control, including skilled management, intimate knowledge of  the production process, and the motivation and enthusiasm of workers at all levels. Our dedicated teams analyze data and formulate solutions to production problems. They are also often skilled in more than one production area, and can facilitate communication between different sectors to ensure better quality.

Human Resources

With 2014-15 winding down, 20 Microns HR alike are turning attention to the trials, opportunities and trends that the New Year will bring. There are five key HR developments that will be crucial to growth and continued success for coming financial year.

Talent intelligence

With organizations gaining ground on their understanding of big data, the importance of HR-themed analytics will become more crucial in 2015-16. The uses of these analytics will range from developing people strategies to exploring 'what if' scenarios.

Involvement of the C-suite

Not only is HR expected to enter the C-suite, but a further emphasis on the workforce's presence there is also expected. The complexities and challenges created by the global economic landscape require leadership teams to continually re-evaluate their organization's strategies.

How mobile has changed HR

Mobile applications are expected to play a more crucial role in 2015-16. Mobile career sites and applications will be leveraged by organizations to reduce time and cost-to-hire in an attempt to combat the widening gap between skills availability and business requirements.

Invest for success

New solutions to technology investments that offer deeper functionality will be delivered via a software-as-a-service (SAAS) model. These tools will be used for functions such as candidate relationship management and career path planning.

Social is here to stay

Social media has become an important utility for recruitment. The usage of LinkedIn, Facebook, Twitter and other social media platforms for recruitment set to intensify in 2015, with organizations seeking to keep track of both alumni and new talent pools. The use of social tools for LandD functions will also come to fruition in 2015-16.

Environment, Safety and Health

Health Care programs leave a significant impact in terms of providing better health care to the marginalized sections of our plant.

In this connection, the Company had organized a regular occupation medical examination at our all plants on December 2014 to January 2015 under the Corporate Social Responsibility programme

World Environment Day 5th June 2014

20 MICRONS LTD celebrated world environment day on subject of Climate change is a major challenge for SIDS (Small island developing states), as global warming is causing ocean levels to rise. Due to their small size and isolation, SIDS are more vulnerable to natural and environmental disasters, climate change and sea-level rise. However, these islands have also been successful in overcoming their environmental problems.

World Environment Day is an annual event that is aimed at being the biggest and most widely celebrated global day for positive environmental action. On the occasion we have more than 500 trees plantation and conducted awareness programme on our plant

Corporate Social Responsibility

As part of the Corporate Social Responsibility, initiatives through the years, the Company established its arm - 20 Microns Foundation Trust in 2001 with an initial donation of 7 35 Lacs collected through various interested agencies and built up 135 houses at Mamuara Village, Bhuj for the earthquake affected people.

The Diabetes Centre was inaugurated by 20 Microns Foundation Trust on 14th November, 2008 being World Diabetes Day. Your Company operates as an NGO whose primary aim is to promote awareness about Diabetes among the society and primarily creating an awareness campaign of the diabetes patients by expanding their knowledge about this disease.

In this fy-14-15 we organised a Mega DIABETES CHECK-UP CAMP CUM SEMINAR in co-operation with M.S. University followed by FREE SUGAR CHECKUP HbA1C, DIABETIC FOOT CARE and RETINO PATHY. Seminar was very successfully organised and more than 500 patient were got benefit of this seminar. Leading Doctors of Vadodara present and given useful tips during seminar. Our Chairman SHRI CHANDRESH PARIKH Given Very useful Tips and useful information to the patient during camp and seminar.

To expand the service of diabetes awareness diabetes centre has started one new activity, by which our volunteers are going to patient's place for check-up, counselling and Awareness of diabetes and helping them for living normal life. During this year we added few more centre in Vadodara for diabetes check-up and awareness.

The Diabetes Centre has successfully completed Six years in contributing services towards society with approx 3500 registered members, and with an objective of creating an awareness of "Living A Normal Life With Diabetes" in the Diabetic community at large.

OUTLOOK

An in-depth analysis of the key drivers and challenges of the current market scenario indicates the factors for growth of the market including growth in real estate construction, growth in automotive industry, growth in industrial sector, growth in disposable income, low penetration and increased Government expenditure on infrastructure. India has always been an emerging economy and with a rising GDP expected along with expected new governmental policies leading to subsequent growth in industrial activities and infrastructural developments, India hopes for "Achhe Din" to arrive soon.

Due to an increased Government funding for infrastructure, demand for paints both in industrial and decorative segment is set to rise, thereby rendering Indian paint industry to be poised for further growth. With enhanced level of communication in terms of media exposure, awareness about latest trends governing the sector has reached a whole host of consumers. Fulfilling needs to look unique becomes possible with more disposable income at the hands of people which is seen to be on an upward trend. Moreover, low per capita consumption of paints in India provides enough opportunity for further growth in this sector. However, the sector is also facing certain challenges. Factors like rising input prices and stringent environmental regulations pose as a barrier for growth. The paint industry has a promising future in India with major and medium scale players in the market implementing innovation and cutting edge technology to combat the negative factors which is evident from scaled up capacities and newer introduced products for the consumers.

The small and medium paint industry is constantly evolving across the country embarking on newer technology and investing in latest manufacturing processes. We strive continuously to engage ourselves in development for newer products and innovations leading to efficient customer service and understanding their niche requirements. A dedicated business development team has been embarked to penetrate this market with a high end range of products entailing reduction in overall formulation costs at customer's end.

The Plastics industry has been one of the fastest growing industries in India in past few years but has gone through  some tough challenges in past couple of years. Despite the industry's high growth spanning over a period of over 2 decades and crossing several milestones, Indian plastics industry is yet to realize its full potential as the manufacturing industry and economy shows signs of rebounding. The low level of per capita plastics consumption in India is indicative of the massive growth potential of the plastic industry. The industry was "poised for strong growth" and had been insulated somewhat from India's slowing of growth rates in the last two or three years. New applications/innovations in packaging development are driving growth in India and these are ably supported by the current and upcoming domestic capacities.

Export opportunity looks to improve due to the appreciation of foreign currency being a direct incentive to exporters. In addition, apart from China, many countries have shifted their outlook towards India's manufacturing base due to superior quality at similar rates. Our focus has also been on selective marketing with high value opportunity based products and deficient regions looking for alternatives to increase our growth.

FIXED DEPOSITS

The Company has started accepting the deposits only from the shareholders of the company pursuant to the provisions of Companies Act, 2013 and Rules made there under. The said Scheme was approved by you at your Extra-ordinary General Meeting held on 24th May, 2014

As on 31.03.2015, Fixed Deposits from Shareholders stood at the total of 7 917.31 Lacs. No deposits are due for repayment on or before 31.03.2015.

The company has not made any default in repayment of deposits or interest due thereon.

The deposits accepted upto the 31st March, 2014 pursuant to Companies Act, 1956 and interest thereon will be repaid to the depositors on the date of maturity of respective deposits. In this regard, the Company has filed petition with Company Law Board praying to allow the repayment as per maturity of respective deposit only. Matter is pending before Company law Board. The details of outstanding amount of unsecured deposits accepted by the Company upto 31st March, 2014 and interest thereon, as per the then scheme of the Company, pursuant to Companies Act, 1956 is as under -

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS - 21) on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

Subsidiaries, Joint Ventures and Associates

As on 31st March, 2015, we have 03 subsidiaries. During the year, the Board of Directors (the Board) reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement in the prescribed format AOC-1 is appended as Annexure A to the Board's Report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on our website www.20microns.com These documents will also be available for inspection during business hours at our registered office in Waghodia, Vadodara, India.

Directors' Responsibility Statement

The directors report that

i) In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and there are no material departures from the same.

ii) 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 as at 31st March, 2015 and of the profit of the Company for the year ended on that date.

iii) 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) 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.

vi) 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.

General Shareholders Information

General Shareholder Information is given in the Report on Corporate Governance forming part of the Annual Report.

Particulars Regarding Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section  197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure B to the Board's Report.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, we have to state that since there are no employees falling within the purview of the said requirements, the same has not been annexed herewith.

Corporate Governance

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report and the Auditor's Certificate regarding compliance of conditions of Corporate Governance, form part of the Annual Report.

Secretarial Audit

Secretarial Audit Report as per Section 204 of Companies Act 2013 is placed as annexure to this report. No adverse comments have been made in the said report by the Practicing Company Secretary.

Cost Audit Compliance

Pursuant to Sec. 209 (1)(d) of the Companies Act, 1956, Cost Audit Report for the financial year ended 31/03/2014 was submitted to the Central Government on 29/09/2014.

Related Party Transactions

Particulars of transactions with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is annexed in Annexure C to the Board's Report.

Extract of Annual Return and other disclosures under Companies (appointment and Remuneration) Rules, 2014

The Extract of Annual Return in form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management and Administration) Rules, 2014 is annexed in Annexure D hereto and forms part of this report.

Particulars of Loans, guarantees or investments

Loans, guarantee and investment covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Conservation of Energy, technology absorption, foreign exchange earnings and outgo

Information as per Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure E forming part of this report.

Risk Management Policy implementation

In today's economic environment, Risk Management is a very important part of business. The main aim of risk management is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business. Your Company's risk management is embedded in the

Corporate Social Responsibility:

The Corporate Social Responsibility Committee (CSR Committee) has been formulated. The Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, has been approved by the Board.

The CSR Policy may be accessed on the Company's Website at the link: <http://www.20microns.com/admin/upload/csr/> CSR%20Policy.pdf

As part of the Corporate Social Responsibility, initiatives through the years, the Company established its arm - 20 Microns Foundation Trust in 2001 for the earthquake affected people. Post-earthquake rehabilitation, continuing the CSR activates  in mind company thought to focus its activates on a very commonly spread health disease i.e. Diabetes. As a step forward under the 20 Microns foundation a charitable trust and the company support, "The Diabetes Centre" was inaugurated by 20 Microns Foundation Trust on 14th November, 2008 being World Diabetes Day.

During the year, the company has not spent any amount on CSR activities. The Company faced the financial crisis and restructuring of advances was approved by the Consortium Banks i.e. State Bank of India and IDBI Bank. In such a gloomy situation, it was not possible for the Company to spend for CSR activities. However, as reported earlier in Management Discussion & Analysis, CSR activities being carried out by the management of the Company, the said activities were carried on with the donations collected by the Trust from other sources. The Company will try to contribute to Corporate Social Responsibility to serve the general public at large during current fiscal year. The annual report on our CSR activities is appended as Annexure F to the Board's Report.

Internal Control System Adequacy

The Company has established proper and adequate system of internal control to ensure that all resources are put to optimum use and are well protected against loss and all transactions are authorized, recorded and reported correctly and there is proper adherence to policies and guidelines, processes in terms of efficiencies and effectiveness. The Company's internal control systems are supplemented by an extensive programme of internal audit by an independent firm.

All the transactions are conducted using the IT interface and the business processes are further audited by internal auditors.

The Company's internal control systems are also periodically tested and certified by the internal auditors. The Audit Committee constituted by the Board constantly reviews the internal control systems.

Directors and Key Managerial Personnel

The Board has appointed Dr. Ajay I. Ranka as an Additional Director w.e.f. 27th September, 2014. He holds office of Additional Director up to the ensuing Annual General Meeting of the Company. The Company has received a notice u/s 160 of the Companies Act, 2013 from a shareholder of the Company proposing the candidature of Dr. Ajay I. Ranka for the office of an Independent Director to hold the office upto the conclusion of the annual general meeting of the Company to be held in the calendar year 2019.

In accordance with the Articles of association of the Company, Mr. Rajesh C. Parikh, Chief Executive Officer and Managing Director of the company, retire by rotation at this Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review, the Members approved the appointments of Mr. Pravinchandra M. Shah, Mr. Ram Devidayal, Mr. Atul H. Patel and Mrs. Darsha R. Kinani as Independent Directors of the Company who are not liable to retire by rotation. Mr. Bharat Kanani appointed as Chief Financial Officer of the Company w.e.f. 06th August, 2014.

The Company has set criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors. The note on familiarization programme to Independent Directors are put on the website of the Company at the link <http://www.20microns.com/admin/upload/> Miscellaneous/Familiarization%20Programme%20for% 20Independent%20Directors.pdf

The Company has also prepared a Remuneration Policy for the Directors, Key Managerial Personnel and Senior Management Employees which is put on the website of the Company at the link -  <http://www.20microns.com/admin/upload/> Remuneration_Policy/20ML_Remuneration%20Policy.pdf

None of the Directors of the Company is disqualified under Section 164(2) of the Companies act, 2013. As required by law, this position is also reflected in the Auditors' Report.

In accordance with provisions of Section 149 of the Companies Act, 2013 and the Listing Agreement with the Stock Exchanges, Mr. P. M. Shah, Mr. Ram Devidayal, Mr. Atul Patel Mrs. Darsha Kikani and Dr. Ajay Ranka have given a declaration to the Company that they meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013 read with Clause 49(I)(A)(iii) of the Listing Agreement.

Auditors

A. Statutory Auditors

The Company Auditors, M/s Manubhai and Shah, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. In accordance with Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint Manubhai and Shah as Statutory Auditors of the Company for one year at this Annual General Meeting.

B. Internal Auditors

The Company has appointed M/s. N C Vaishanav and Co., M/s. P Mani and Co. and M/s. Deopura and Associates, Chartered Accountants as Internal Auditors of the Company for the F.Y 2015-16, for the Western Region and Eastern Region, South Region and North Region, respectively.

C. Cost Auditors

The Company has appointed M/s Y.S. Thakar and Co., Cost Accountants, to audit its cost accounting records relating to Mining and Metallurgy of ferrous and non-ferrous metals for the Financial Year 2015-16 subject to ratification of his remuneration by shareholders of the Company.

The Company is seeking the ratification of the Shareholders for the remuneration payable to M/s Y.S. Thakar and Co., Cost Accountants as the Cost Auditors of the Company for the Financial Year 2015-16 vide resolution no. 4 of the Notice of AGM.

D. Secretarial Auditors

As per provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company is required to appoint Secretarial Auditor to carry out Secretarial Audit of the Company. The Company has appointed M/s. J.J. Gandhi and Co., Practicing Company Secretaries as Secretarial Auditors of the Company for the F.Y 2015-16.

Significant and material orders

There are no significant and material orders passed by the regulator or courts or tribunal impacting the going concern status and Company's operations in future.

Disclosures: CSR Committee

The CSR Committee comprises of Mr. P.M. Shah, Mr. Chandresh Parikh and Mr. Sudhir Parikh, as Members of the Committee.

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. Ram Devidayal, Mr. PM. Shah and Mr. Atul Patel as Members of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. Vigil Disclosures can made by a whistle blower through an email to the Chairman of the audit Committee. The policy of vigil mechanism may be assessed on the Company's website at the link: <http://www.20microns.com/admin/upload/> Miscellaneous/Vigilence%20policy.pdf

Meeting of the Board

Six meetings of Board of Directors were held during the year. For further details, please refer report on Corporate Governance annexed to this Annual Report.

Acknowledgement

Your Directors wish to express their grateful appreciation for the co-operation and support received from customers, vendors, shareholders, Financial Institutions, Banks, Regulatory Authorities and the Society at large.

Deep appreciation is also recorded for the dedicated efforts and contribution of Executives, Staff and Workers of the Company.

For and on behalf of the Board of Directors

Chandresh S. Parikh

Executive Chairman

Place : Waghodia, Vadodara

Date : 07th August, 2015