DIRECTORS' REPORT

To,

The Members,

Mahan Industries Limited

Your Company's Directors are pleased to present the 21st Annual Report of the Company along with the Audited Accounts for the year ended March 31, 2015.

Reserves and Surplus:

The Opening balance of Profit and Loss shows a loss of Rs. 2 2 1 3 0 3 3 6 3 as against ( P.Y. Rs. 194859392). During the year the Company has incurred a loss of Rs. 7793925/ - as against ( P.Y. Rs. 2 6 4 3 7 2 7 1 ) . The closing Balance of Profit and Loss shows a loss of Rs. 2 2 9 0 9 7 2 8 8 / - as against P.Y. Rs. 2 2 1 3 0 3 3 6 3 ). There is no change in Capital Reserves balance. The opening and closing balance of capital reserves stands at Rs. 90.00 lacs.

PERFORMANCE REVIEW

During the financial year 2014-15, the volatility in the macroeconomic environment continued to cast its shadow and affected most of the markets where your Company operates in. During the year under review, the Company due to International recessionary condition, high interest rates, heavy inflationary pressure, heavy Competition in the market and presence of large Market players dominating the Market has suffered adversely. During the year under the review the total income has increased by 81% and loss has increased by 29.4% Disclosure under Rule 5 of Companies (Accounts) Rules, 2014:

Change in Nature of Company Business:

The Company is a Non Banking financial Company (Non Deposit taking ) registered with the Reserve Bank of India. There is no change in nature of Company Business. Details of Directors / Key Managerial Personnel Appointed / Resigned: The Board of Directors' key purpose is to ensure the company's prosperity by collectively directing the company's affairs, whilst meeting the appropriate interests of its Shareholders and stakeholders.

The Board consists of a combination of Executive, Non - Executive and Independent Directors with an extensive and diverse experience in different fields of operations. During the year under the review, no Directors / Key Managerial Personnel have resigned. However Mr. Bharatbhai 1 apubhai Sanchala has resigned with effect from 15th April, 2015.

Details of Holding / Subsidiary Companies / Joint Ventures / Associate Companies : During the year under review, there was no holding / Subsidiary Company / Joint Ventures / Associate Companies were there.

Deposit:

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 ( 5 ) ( v ) and ( v i ) of Companies ( Accounts ) Rules, 2014.

Details of Significant and Material Orders passed by Regulators or Courts or Tribunals :

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company's operation in future.

Internal Financial Controls :

The Company has an adequate internal financial controls to support the preparation of the financial statements.

CODE OF CONDUCT

Pursuant to the provisions of Clause 49(1 )(D) of the Listing Agreement, your Company has laid down a Code of Conduct for its Board Members and Senior Management Personnel. All the Directors and the Senior Management Personnel have affirmed compliance with the said Code of Conduct. A declaration regarding compliance by Board Members and Senior Management Personnel with the Code of Conduct for the year ended March 31, 2015 is annexed to this Report.

DEPOSITORY SYSTEM

Members not having Shares in Dematerialized form are advised to avail the facility of Dematerialization through any of the nearest Depository Participants (DPs) to avoid the possibility of loss, mutilation ect, of share certificates and also to ensure safe and speedy transactions in the securities.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo . Pursuant to provision of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 the Company has no particulars to report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo during the year under review.

PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 ( 2 ) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

LISTING .

The Equity Shares of the Company are listed on Bombay Stock exchange. The Company is regular in payment of listing fees. The Company has paid the listing fees for the year 2015 - 2016.

AUDITORS AND AUDITORS' REPORT

The Board of Directors of the Company propose to reappoint M/s. N. B. & Associates., ( Firm Registrtion No. 137865W) Statutory Auditors, of the Company to hold office from the conclusion of this annual general meeting until the conclusion of 24th Annual General Meeting, subject to ratification by the members at each annual general meeting. The Company has also received a letter from M/s. N.B.& Associates., that they are eligible for the appointment of auditors and also stating that their appointment if made will be within the limits prescribed under the provisions of the Companies Act 2013 and the rules made there under.

There is no qualification or adverse remarks in the auditors report. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

AUDIT COMMITTEE

The Company has duly constituted its Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 & Clause 49 of the Listing Agreement. The details of the constitution of the audit committee are provided in the Corporate Governance Report.

DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE564J01018. As on 31st March, 2015 total 22807511 equity shares of the Company have been dematerialized. Members of the Company are requested to dematerialize their shares.

Related Party Transactions

All related party transactions that were entered into during the year under report were on an arm's length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. No advance is / was paid for entering into related party transactions. The details of the transactions entered with related party for the Directors Remuneration and for the Loans and advances are mentioned in the notes to the accounts.

Particulars of Loans / Guarantees / Investment:

The Company has not given any loan / guarantee or provided any Security or made any investment to any person ( except those required for business purpose ). The details of investment made during the year is provided in the Balance Sheet.

Risk Management Policy

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organisation from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventorised and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section. The Risk Management Policy is also available on the Company's website

Declaration by Independent Directors:

The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 of the Listing Agreement:

( a ) Lalit Sharma

( b ) Kalpesh Lalitbhai Trivedi

( c ) Chanakya Shukla

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

Extract of the Annual Return

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed as Annexure 1 to this Report.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e), Section 178(3) & (4) and Clause 49 of the Listing Agreement is attached herewith and forms part of the Directors Report.

The details in respect Disclosure under Section 197 (12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure II of the Report.

The details of the remuneration policy of the Company as required in terms of the Clause 49 of the Listing agreement are provided in Annexure III o the Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis on Company's performance - industry trends and other material changes with respect to the Company pursuant to Clause 49 of the Listing Agreement is presented in Annexure IV forming part of the Annual Report.

Number of Board Meetings

During the year the Board of Directors met 6 times. The details of the Board Meetings are provided in the Corporate Governance Report.

Corporate Social Responsibility:

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with BSE Limited (Bombay Stock Exchange), Management Discussion & Analysis, Corporate Governance Report and Auditor's Certificate regarding compliance to conditions of corporate governance are made part of this Annual Report and marked as Annexure V.

Code For Prevention Of Insider Trading Practices

The Company has instituted a comprehensive code of conduct in compliance with the SEBI regulations on prevention of insider trading. The code lays down guidelines, which advise on procedures to be followed and disclosures to be made, while dealing in shares of the Company and cautions on the consequences of non compliances.

Disclosure under the Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal) Act, 2 0 13

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal ) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees ( permenant, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

SECRETARIAL STANDARDS :

Pursuant to provision of Section 110 of the Companies Act, 2 0 1 3 mandatory compliance of Secretarial Standards were not notified during the year.

SECRETARIAL AUDIT REPORT :

ursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2015 given by M/s. Jalan Alkesh & Associates, Practising Company Secretary is attached herewith and marked as Annexure VI which forms part of the Directors Report. The observations are self explanatory

ANNUAL PERFORMANCE EVALUATION :

In compliance with the provisions of the Act and Clause 49 of the Listing Agreement, the performance evaluation was carried out as under: Board :

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Agreement.

Individual Directors :

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non independent directors was providing good business and people leadership

MATERIAL CHANGES AND COMMITMENTS .

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

APPRECIATION:

Your Directors acknowledge the continued support and cooperation received from the Central Government, Shareholders, Banks and other Lenders, suppliers and Dealers. The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard work, put in by every stakeholder of the Company..

By the Order of the board of Directors of

MAHAN INDUSTRIAL LTD

Yogendra Gupta

Chairman cum Managing Director

Date: : 31* August, 2015

Place: Ahmedabad