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Morganite Crucible (India) Ltd.

BSE: 523160 Sector: Engineering
NSE: N.A. ISIN Code: INE599F01012
BSE 15:46 | 27 Mar 2018 Morganite Crucible (India) Ltd
NSE 05:30 | 01 Jan 1970 Morganite Crucible (India) Ltd
OPEN 1170.00
PREVIOUS CLOSE 1191.50
VOLUME 4335
52-Week high 1320.00
52-Week low 712.25
P/E 31.14
Mkt Cap.(Rs cr) 350
Buy Price 1248.05
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1170.00
CLOSE 1191.50
VOLUME 4335
52-Week high 1320.00
52-Week low 712.25
P/E 31.14
Mkt Cap.(Rs cr) 350
Buy Price 1248.05
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Morganite Crucible (India) Ltd. (MORGANITECRUCIB) - Director Report

Company director report

AND MANAGEMENT DISCUSSION AND ANALYSIS

To

The Members

Your Directors are pleased to present the 31st Annual Report together withthe Audited Financial Statements of the Company for the financial year ended March 312016.

FINANCIAL PERFORMANCE:

(Rs. in lacs)

Standalone

Consolidated

Particulars 2016 2015 2016 2015
Revenue from Operations net of excise 8738.66 8754.21 10840.52 10875.20
Other Operating Revenue 128.65 116.05 145.16 130.45
Other income 247.92 58.47 279.92 79.77
Total income 9115.23 8928.73 11265.60 11085.42
Operating Expenses 6851.25 7069.97 8598.26 9077.66
Profit before finance cost depreciation and amortisation 2263.98 1858.76 2667.34 2007.77
Finance Cost - 0.74 - 0.74
Depreciation and Amortisation
Expense 710.65 787.26 830.72 895.56
Profit before tax 1553.33 1070.76 1836.62 1111.46
Provision for tax 565.70 468.56 796.78 534.05
Share of minority interest - - 41.08 1.36
Profit after tax 987.63 602.20 998.76 576.05
Add: Balance brought forward from previous year 4976.03 4422.22 5313.50 4786.94
Amount available for appropriation 5963.66 5009.73 6312.27 5347.20
Less: Appropriation/transfer
Proposed equity dividend 112.00 28.00 112.00 28.00
Corporate dividend tax 22.80 5.70 22.80 5.70
Balance carried to Balance Sheet 5828.86 4976.03 6177.47 5313.50

DIVIDEND :

Your Directors are pleased to recommend a final dividend of Rs.4/- per equity shareamounting to Rs.134.80 lacs (including dividend distribution tax) for the financial year2015-16 for approval of the members in the ensuing 31st Annual General Meetingof the Company.

OPERATIONS :

Revenue & Profits - Standalone :

During the year under review the Company has achieved net revenue of Rs. 8738.66 lacsas compared to Rs. 8754.21 lacs in the previous year. The export sales were Rs. 6064.30lacs as compared to Rs. 6311.34 lacs in the previous year. The profit before tax grew by45 per cent to Rs. 1553.33 lacs as compared to Rs. 1070.76 lacs in the previous year.The operating expenses decreased by 3 per cent to Rs. 6851.25 lacs as compared to Rs.7069.97 lacs in last year.

Revenue & Profits - Consolidated :

During the year under review the Company has achieved net turnover of Rs. 10840.52lacs as compared to Rs. 10875.20 lacs. The gross profit before tax grew by 65 per cent toRs. 1836.62 lacs as compared to Rs. 1111.46 lacs. The operating expenses decreased by 5%to Rs. 8598.26 lacs as compared to Rs. 9077.66 lacs in last year.

FUTURE OUTLOOK :

In 2015-16 the Indian economy grew at 7.3 per cent and is projected to continue togrow at a robust pace in spite of strong headwinds from other Asian's countriesrebalancing and global manufacturing weakness. According to United Nations Economic andSocial Commission for Asia and the Pacific (UNESCAP) India's economy is expected to growby 7.6 per cent in 2016-17 largely on the back of urban household spending amid steadyemployment growth low inflation and also will be supported by continuous progress oninfrastructure improvements and government drives on implementing 'Make in India' 'InvestIndia' and other incentive schemes to boost exports and encourage foreign investments inIndia. However the industrial and manufacturing sector appears to be growing at abouthalf the rate of the overall Indian GDP i.e. (3-4%).

On the global side US economy growth braked sharply to its slowest pace in two yearsas consumer spending softened and a strong dollar continued to undercut exports but apick-up in activity (2-3% GDP growth) is anticipated given a buoyant labour market. TheGDP growth in South-Asia remains constant between 6 to 7 per cent boosted by low commodityprices moderate inflation and a slight uptick in exports.

However the major drag on the global economy continues to come from China where adecelerated GDP growth rate of 4-5% is resulting in significant over-capacity andtherefore causing ripples through global commodity steel cement and other markets.Chinese manufacturers are aggressively looking to address markets overseas resulting inincreased competition in our target markets.

As a result your company will continue to see trading headwinds in most of the globalmarkets with the exception of India the USA and some of the South East Asian countries inthe coming year.

The Non-ferrous metal melting of aluminium copper alloy & zinc oxide remainedleading customers of your Company's products & services. The following drivers foryears 2016-20 indicate double digit market growth in the segments and hence good growthprospects for our products although the competitive nature of the markets will continueto exert significant pricing pressure in the coming year.

• The Indian passenger car segment estimates rapid growth till 2020 to 4 M unitsfrom 1.97 M currently. It is primarily because of reduced interest rates increasing ruralmarket demand and increased per capita average income of middle & upper middle class.

This will -

- Boost aluminium casting production which is our primary focus

- Trigger Zinc Oxide demand in the tyre industry

- Demand of value added technology & services

• Increasing awareness & adoption of crucibles in non-ferrous inductionmelting will accelerate demand of our cylindrical crucibles. Few initiatives taken bycompany in the recent past as below will show significant revenue growth in over 3~5years :

- Collaboration with leading induction furnace manufacturers

- Development of new crucible models

- Value delivery & application support

• Growth in construction is expected at CAGR of 11.2 per cent. The enablers are :

- Many private equity fund investing in commercial properties

- Smart city project for 100 cities across India

- Government scheme of Housing for All scheme by 2022

- Individual state initiatives for boosting housing & commercial city projects

The real estate growth will result in increasing demand of zinc oxide (used in tiles& other ceramics) and copper alloy parts (used in sanitary electrical &electronic equipment).

Your Company has started focusing on the ferrous industry in 2012 and have seenattributive growth in four years at good profitability. The following growth driverssignal larger opportunities in the ferrous segment.

• Heavy vehicles & Earthmoving equipment

- Replacement demand. Old vehicles being disbanded whether it is 10 years old or 15years old

- Before FY18 BS IV will become applicable nationwide.

- Mining and infrastructure projects are largely focused by current government.

• Quality casting demand

- With almost all global automotive players investing on their R&D manufacturingand assembly units in India demand for higher technology and quality in castings hasimproved.

- With stringent quality norms & awareness of operational savings adoption ofMorgan foundry accessories should increase.

• DIpipe demand is expected to grow by 20% till 2018 :

- Finance Minister has proposed allocation of Rs. 1000 crore for irrigation via'Pradhan Mantri Krishi Sinchayee Yojana' scheme.

- Also for the National Rural Drinking Water Programme X 3600 crores have beenallotted to infrastructure development.

• Ambitious growth projection of Indian Railways for 2020 :

- New railway lines for 24000 km

- Procurement increase of new wagons by 250K and passenger coaches by 50K.

- "Make in India" initiatives for giving preference to local suppliers.

In view of above your Company is looking forward take hold of the opportunities togrow and expand its product base to various industries.

PRODUCT QUALITY AND RECOGNITION :

Your Company always strives to provide the highest quality of product to their customerensuring consistency in performance safety delivering more value and innovation bycontinuous focus on research and development. The Company encourages employee andcustomers to provide regular feedback and active participation by various means to developquality of product and continuous improvement.

Your Company continued to remain ISO 9001 certified for Quality Management SystemStandards. Recently the company has also organised ISO 9001:2015 and IQA Audit trainingfrom TUV (SUD) South Asia in order to continuously demonstrate product quality andservices to meet statutory and regulatory norms and to increase customer satisfactionthroughout its operations.

PUBLIC DEPOSIT :

During the year the Company has not accepted any public deposits under the provisionsof the Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS :

During the year under review the Company has not provided any loans given guaranteesand made investments covered under Section 186 of the Companies Act 2013.

RELATED PARTY TRANSACTIONS :

In compliance with the provisions of Section 188 of Companies Act 2013 and Regulation23 of Securities Exchange Board of India ('SEBI') (Listing Obligations and DisclosureRequirements) ('LODR') Regulations 2015 and relevant provisions of Clause 49 of theEquity Listing Agreement the Audit Committee had given omnibus approval for related partytransactions which were of repetitive nature and entered with associates companies forsale purchase of goods and services for a period of one year. In every Audit Committeemeeting during the year the schedule of related party transactions for each quarter endwere placed before the Committee to ensure transactions were within limit of the approval.

The related party transactions entered during the year were in ordinary course of thebusiness and on arm's length basis. No Material Related Party Transactions i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements were into entered during the year by your Company.Accordingly the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2 is not applicable. Further the Company hasnot given any loans and advances in the nature of loans to subsidiary company or toassociate company or to firms/companies in which directors are interested hence disclosureas per Regulation 34(3) of SEBI LODR Regulations 2015 is not applicable.

As per Regulation 46 of SEBI LODR Regulations 2015 the Policy on Materiality ofRelated Party Transactions and dealing with Related Party Transactions is available onCompany's website athttp://www.morganmms.com/sites/default/files/policv_on_materialitv_of_related_partv_transactions_dealings.pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT :

During the year under review there have been no other material changes happened andcommitments given which affects the financial position of the Company between the end ofthe financial year and the date of the report.

SUBSIDIARY COMPANY :

Your Company has one subsidiary company i.e. Diamond Crucible Company Limited havingits manufacturing facility at Mehsana Gujarat. As per provisions of Section 129 (3) ofthe Companies Act 2013 a statement containing salient financial highlights of thesubsidiary company for the year ended March 312016 is annexed as part of this AnnualReport in Form AOC 1 as Annexure 1. However the Company has published the auditedconsolidated financial statements for the financial year March 312016 and also forms partof this Annual Report. The Annual Accounts of the subsidiary company and related detailedinformation shall be made available to members of the Company seeking such information andshall be kept open for inspection at the Registered Office of the Company during officehours.

BOARD OF DIRECTORS :

During the year under review Mr Hitesh Saiwal resigned from the Company effective fromApril 30 2015 from the post of Managing Director. Mr Aniruddha Karve was appointed asManaging Director of the Company effective from July 1 2015 in the Board of Directorsmeeting held on May 25 2015 followed by approval of members in the annual general meetingheld on September 22 2015. Mr Sadanand Shabde has resigned from the post of IndependentDirector and Chairman of the Board and the Committees effective at the end of the day onOctober 29 2015. Mr Mukund Bhogale was appointed as an Additional Director (Independent)effective from October 30 2015. Mr Mukund Bhogale was also nominated for Chairman of theBoard and the Committees.

The members in the Annual General Meeting held on September 22 2015 have unanimouslyregularised appointment of Mr Ian Keith Arber as Director (Non-executive) Ms Pauline Tanas Director (Non-executive) Mr Mirco Pavoni as Director (Non-executive) and Ms MaithileeTambolkar as an Independent Director.

As per the provisions of the Companies Act 2013 Independent Directors are required tobe appointed for a term of five consecutive years but shall be eligible for reappointmenton passing of a special resolution by the Company and shall not be liable to retire byrotation. During the year under review the independent directors has submittedcertificate of independence under section 149 (6) (d) of the Companies Act 2013. Thepolicy on familiarisation program for Independent Directors including details ofNomination Remuneration committee and their roles and responsibility are provided inCorporate Governance Report. The evaluation of Board including independent directors wascarried out having parameters of attendance in every Board and Committee meetingparticipation in discussions and independent judgement.

The details of such familiarization program for Independent Directors are posted on thewebsite of the Company and can be accessed athttp://www.morganmms.com/sites/default/files/fami1iarisation_program_for_independent_director_-_mcil.pdf

NUMBER OF MEETINGS OF THE BOARD :

The Board met five times during the financial year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION :

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Section 178 (3) and Section 197 (12) of the CompaniesAct 2013 read with Rule 5 of Companies (Appointment And Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure 2 to the Board's report.

PARTICULARS OF EMPLOYEES :

During the year under review no employee was in receipt of remuneration of Rs. 60 lacsor more or employed for part of the year and in receipt of Rs. 5 lacs or more a monthunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made thereunder your Company hasalready constituted a policy on Prevention of Sexual Harassment at Workplace in December2012 with periodic amendments. During the year the Company has not received any complaintwith allegations of sexual harassment.

RISK MANAGEMENT POLICY :

The Risk Management Committee was constituted as per provisions of Companies Act 2013and Regulation 21 of SEBI LODR corresponding Clause 49 of the Equity Listing Agreementhaving composition of executive and independent directors. Your company is also committedto identify quantify and mitigate business risks by periodic review of potential risksinherent impact and its mitigation plan in compliance with policy and statement of MorganAdvanced Materials Plc ('the Group') on Risk Management.

During the year the committee in its meeting held on October 29 2015 has reviewedrisk relating to competition operations people management and development productquality technological obsolescence quality of contract external risks and also notedthe process of mitigation of such risks.

CORPORATE SOCIAL RESPONSIBILITY :

The Company has constituted Corporate Social Responsibility Committee (CSR) in themeeting of Board of Directors of the Company held on May 22 2014. Your Company iscommitted to adhere to the principles of CSR policy and continue to strive for thedevelopment and for enhancing living standards of society.

As a commitment towards improving and maintaining social sustainability your companyhas donated 140 school desks at Naygaon Government School near Waluj Industrial Area worthof Rs. 4.35 lacs from first to seventh standard students.

The Corporate Social Responsibility policy formulated by the Company is available onthe website of the Company at - http://www.morganmms.com/investors-1

NOMINATION AND REMUNERATION COMMITTEE :

The Board of Directors in their meeting held on May 22 2014 has constituted Nominationand Remuneration Committee with a view to determine qualification positive attributes andindependence of a director and recommend to the board and to formulate a criteria forevaluation and performance for board members. The committee comprises of independent andnon-executive directors of Board which details are given in Corporate Governance Report.

ENVIRONMENT HEALTH AND SAFETY :

The Morgan Group is committed for conducting all of its activities in a manner thatachieves high standards of health and safety for employees and others affected by itsoperations. This commitment is reflected in the Group's core health and safety values setout below -

> We are committed to creating a culture and environment that is 'zero harm' with norelated accidents or illness due to our activities.

> Weencourage and expect our employees and contractors to be passionate aboutsafety.

> Wearededicated to creating a positive safety culture based on opennesstransparency and responsibility.

> Wesupport a safe working culture through investment and training.

> We engage with our people to continuously improve safety knowledge reporting andperformance through our commitment to our thin kSAFE programme.

In continuation with a global behavioural safety programme i.e. 'thinkSAFE' launchedby the Group your company has made significant progress and has conducted thinkSAFEtraining programmes for all employees including contractual labour of the Company.

During the year the Company has made improvements in certain identified areas whichsummary as below - Operational Health & Safety Improvements :

- Proper machine guarding and railing provided

- Arrangement made to avoid water wastage

- Converted to LED lighting which helped in reduction power consumption

- Improvement in inter-locking doors high reach ladder and cranes to avoid accidents

Well-being :

- Regular internal training/programs for developing awareness on health safety andenvironment of employees and contractual labour

- Annual medical check-ups was completed and suggestions has been given for monitoringhealth of employees and contractual labour

- 'Most Mile March' initiative for encouraging employees to walk more and 'BiggestLoser' for weight reduction competition were conducted under 'Better You Better Life'Programme.

- Received participation award in 'National Safety Competition' conducted byDirectorate of Industrial Safety & Health Maharashtra State & National SafetyCouncil Maharashtra Chapter in Pune Maharashtra

FINANCE AND TAXATION :

During the year your Company has started the liquidation process of accumulatedbalance in CENVAT credit account as per provision of excise law. Until March 2016 we haveutilized CENVAT credit amounted to Rs. 577.04 lacs for export sales for claiming Rebateand actually received Rs. 299.96 lacs of Excise rebate from Authority till March 2016.

Your Company has applied for Export Incentive under Focus Market Scheme (FMS) andMerchandise Export Incentive Scheme (MEIS) under Foreign Trade Policy 2015-20 of combinedbenefit of Rs. 44.47 Lacs which Duty Benefit Scripts are awaiting from the Authority.

During the financial year the Company has applied for Advance Pricing Agreement (APA)before the CBDT & Govt. of India for International Intercompany related partytransactions with Associated Enterprises (AE). The APA is an arrangement between thetaxpayer and the tax authority covering future transactions with a view to avoid thepotential transfer pricing disputes in a co-operative manner. Once APA agreement iscompleted we will have certainty with respect to tax outcome for internationaltransactions by agreeing in advance the arm's length pricing or pricing methodology tobe applied. Under APA specific rollback provisions enable to attain certainty in transferprices of international transactions for up to 9 years (including 4 years rollbackprovisions) in total. Besides this the APA has a persuasive value on all open Transferpricing litigations of past years.

The Company has completed VAT assessment for the FY 2011-12 and received order from theAuthority with refund of VAT of Rs. 69.74 Lacs including interest.

RESPONSIBILITY BUSINESS PROGRAMME (RBP) AND LEGAL GOVERNANCE :

The Responsible Business Programme (RBP) is the Group ethics and compliance programmecomprise of policies training risk assessment monitoring and assurance. The trainingcontent covers human rights anti-bribery and ethics anti-trust and contract riskmanagement and is refreshed on an annual basis.

During the year your Company has conducted RBP training session for sales andmarketing managers during the Sales Meet at Aurangabad. The senior executives haveattended RBP training session covering contract risk management and anti-trust at Chennaiconducted by Group Risk Manager Ms Lynsey Poulton. Further every relevant individual whojoins the Morgan group has been given with induction training on Responsible BusinessProgram (RBP) followed by periodic updates and training sessions on Competition lawsEthics Policy and Contract Risk Management.

Your Company has continued vigilance on Export Compliance Policy where Company sellsthe product to regulated countries. During the year the Company has observed compliancesunder various statutes applicable to the Company such as Companies Act Securities lawsListing Regulations and other statutory laws. As per new Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasexecuted revised Listing Agreement with Bombay Stock Exchange and has also adopted newcompliance under the said regulation.

HUMAN RESOURCES :

Your Company believes that having best talent skillful employees and high motivationlevel of employees helps any organisation to achieve milestones of success. Your Companyis committed to provide good organisational culture to its employees as well as providerequired trainings in order to harness their potential and to explore more opportunities.

During the year the Company has organized various skill development programs forsenior and middle management such as 'Synergy and Team Building' 'Concept and ValueSelling' for Sales and Marketing employees and other skill enhancement training programswere conducted for staffs and workers.

AUDITORS :

Statutory Auditors

M/s B S R & Co. LLP (Registration No. 101248W/W-100022) were appointed as StatutoryAuditors in the last Annual General Meeting (AGM) of the Company held on September 222015 for a period of five years subject to ratification by the members of the Company atevery Annual General Meeting.

The Board has proposed ratification of M/s B S R & Co. LLP (Registration No.101248W/W-100022) as Statutory Auditor of the Company subject to approval of members fromthe conclusion of Thirty First (31st) Annual General Meeting until theconclusion of Thirty Second (32nd) Annual General Meeting of the Company onsuch remuneration and out-of-pocket expenses as agreed between the Board or Committee andthe Statutory Auditors in the Board of Directors meeting held on May 25 2015.

The report is given by the Auditors on the financial statements of the Company formspart of this Annual Report. There has been no qualification reservation adverse remarkor disclaimer given by the Auditors in their report.

Secretarial Auditor

M/s KMP & Associates Practicing Company Secretaries was appointed to conduct theSecretarial Audit of the Company for the financial year 2015-16 as required under Section204 of the Companies Act 2013 and rules thereunder. The Secretarial Audit Report forfinancial year 2015-16 forms part of the Annual Report as Annexure 3. The Board hascontinued appointment of M/s KMP & Associates Practicing Company Secretaries asSecretarial Auditor of the Company for the financial year 2016-17.

There has been no qualification reservation adverse remark or disclaimer given bySecretarial Auditor in their report. The report of Statutory Auditors on the financialstatements and report of Secretarial Auditors are made part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Pursuant to Section 177(4)(vii) of the Companies Act 2013 ("Act") the AuditCommittee needs to evaluate internal financial control system of the Company and makefurther reporting to the Board. Further pursuant Section 143(3) (i) of the Companies Act2013 the Statutory Auditor of the Company is required to make representation in theirAuditor Report that the Company has adequate internal financial control system in placeand operating effectively.

The Company has been making periodical tests for storage and issue of materialspayments for goods services and expenses maintenance of books and records insurancecoverages banking transactions financial reporting as per statutory/regulatoryrequirements and other operations and reviewing legal compliances pertains to variousstatute rules guidelines issued by State Government and Central Government etc.Conversely the Committee was in opinion that the said controls ought to be reviewed onperiodic basis from external agencies in order to make further improvement in thecontrols. In this connection the Committee had appointed KPMG for assisting the Companyin performing Process and Documentation Gap Analysis of the Company for the financial yearending March 31 2016.

KPMG has not found any significant gaps or non-compliance during their process and GapAnalysis however as a commitment towards continuous improvement the Board is formalisingthe process of each function through documentation policies and procedures.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure 4 to the Board's report.

DIRECTORS' RESPONSIBILITY STATEMENT :

Pursuant to the requirement of Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that

(i) In the preparation of the annual accounts for the financials year ended March 312016 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year andprofit of the Company for the year;

(iii) The Directors have taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(iv) The Directors have prepared the annual accounts on a 'going concern' basis;

(v) The directors have laid down internal financial controls which are adequate andare operating effectively;

(vi) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE :

As required under Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 corresponding to Clause 49 of the ListingAgreement the auditors' certificate regarding compliance of conditions of CorporateGovernance is appended as Annexure 5 to the Board's Report.

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

The particulars as prescribed under Sub-section (3)(m) of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 are enclosed as Annexure 6 tothe Board's report.

WHISTLE BLOWER POLICY :

The Company has set up a Whistle Blower Policy with a view to provide a mechanism fordirectors and employees of the Company to raise concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc. The policy is also available on the website -http://www.morganelectricalmaterials.com/sites/default/files/whistle blower policy -june-15.pdf

ACKNOWLEDGEMENTS :

Your Directors take this opportunity to offer their sincere thanks to variousDepartments of the Central and State Governments our Bankers Shareholders Customers& Consultants for their unstinted support and assistance. Your Directors also placetheir deep appreciation to employees at all levels for their hard work solidaritydedication and commitment and look forward to their continued support in the future.

For and on behalf of the Board

Place: Aurangabad Aniruddha Karve Subhash Kolapkar
Date: May 30 2016 (Managing Director) (Director)
DIN : 07180005 DIN : 06666368