The Directors have pleasure in presenting their 15^th Annual Report on the business and operations of the Company and the Audited Financial Statements for the financial year ended March 31, 2018.

1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS

Financial Summary and performance Highlights of your Company, for the financial year ended March 31, 2018 are as follows:

THE YEAR AT A GLANCE (Rs. in Crores)

RESULTS OF OPERATIONS

The Company’s revenues during the year are Rs.449.07crores, as compared to Rs.356.04 crores in the previous year, grew up by 26.13%. The Company’s profit before exceptional items and tax on a basis is Rs.9.77 crores during the year, as compared to Rs.5.11 crores in the previous year, an increase of 91.19% over the previous year.

2. DIVIDEND

During the year under review, the Company declared and paid to the shareholders, an interim dividend of Rs.1/- per equity share of face value of Rs.10/- each in the month of March, 2018. The Board did not recommend a final Dividend and therefore total Dividend for the year ended March 31, 2018 will be Rs.1/- per equity share of face value of Rs.10/- each.

3. Investor Education and Protection Fund - Unclaimed Dividend

Members are also requested to note that, pursuant to the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended) (‘IEPF Rules’), the Company is also obliged to transfer all shares on which dividend has not been paid or claimed for seven consecutive years or more to the Demat Account of the IEPF Authority notified by the Ministry of Corporate Affairs (‘IEPF Demat Account’). During the year 2017-18, unclaimed Dividend for Financial Year 2009-10 of Rs.78,629/- was transferred to the Investor Education and Protection Fund (IEPF), as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as amended from time to time). Pursuant to the provisions of section 124(6) of the Companies Act, 2013 and the rules mentioned aforesaid, equity shares in respect of which dividend has not been claimed for the Financial Year 2009-10 transferred to the IEPF Authority in accordance with the aforesaid rules.

4. KEY BALANCE SHEET INFORMATION

The Financial Statement of the Company for the Financial year 2017-18 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI Regulation). The Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors. The audited Financial Statement along with Auditor report have been annexed to the Annual Report and also available on the website of the Company and can be accessed at the web link www.maanaluminium.in

Overall Bank Debt Stood at Rs.36.83 Crore as on 31st March, 2018 with Debt Equity Ratio of 1.04.

Our Credit Rating have improved to BBB- issued by Brick works Ratings India Pvt. Ltd.

5. FUTURE OUTLOOK

2017 was a “year of surprises for the aluminum market,” .

“Prices moved to the tune of Chinese government announcements.”

Aluminum prices averaging $2,003 in Q4 2018. The maximum forecast provided for the period was $2,300 and the minimum was $1,779.

During the year, there will be a number of factors for investors to watch. One is the US government’s two separate national security investigations into imports of aluminum and steel, which have a January 2018 deadline for recommendations. They are expected to result in a combination of tariffs and quotas on imports from China, and could impact aluminum prices.

Shanghai Futures Exchange aluminum stocks are still at “record highs,” and added that China could ramp up aluminum production after the winter period ends in mid-March.

“[The] new capacity additions and restarts could be a catalyst for a correction in the aluminium prices. But a correction — not a price collapse,”

“capacity controls, environment and consolidation will be the key themes to watch out for in 2018.”

Aluminium Extrusion demand remains buoyant with ever growing uses in automotive, transportation, packaging, building and construction, marine, consumer durables, solar, industrial equipments, defence and power sectors.

6. DIRECTORS & KEY MANAGERIAL PERSONNEL

Retire by Rotation and subsequent

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and qualification of Director) Rules, 2014 (including any statutory modification (s) or re-enactment (s) thereof for the time being in force) and the Articles of Association of the Company, Mr. Ashish Jain (Executive Director), are liable to retire by rotation at the ensuing AGM and being eligible have offered themselves for re-appointment.

In accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under, the Listing Regulations and the Articles of Association of the Company, the Independent Directors and the Managing Director of the Company are not liable to retire by rotation.

Declaration of independence from Independent Directors:

The Company has received declarations from all the Independent Directors confirming they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16 of Listing regulation any statutory modification (s) or re-enactment(s) thereof for the time being in force). Number of meetings of the Board :

6 (Six) meetings of the Board of Directors were held during the financial year, the Board of Directors of the Company convened during the financial year 2017-18 are given in the corporate Governance Report which forms part of this Annual Report.

Remuneration of directors, Key managerial personnel and particulars of employees :

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any Statutory modification (s) or re-enactment (s) thereof for the time being in force).

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any Statutory modification (s) or re-enactment (s) thereof for the time being in force) in respect of Directors/ employees of the Company is set out in the Annexure-1 to this report and is also available on the website of the Company (www.maanaluminium.com).

Nomination and Remuneration Policy

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualification, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any Statutory modification (s) or re-enactment (s) thereof for the time being in force).

The salient features of the Policy is set out in the Corporate Governance Report which forms part of this Annual Report. The Policy is also available on the website of the Company www.maanaluminium.com

Performance Evaluation :

The Nomination and Remuneration Policy of the Company empowers the Nomination and Remuneration Committee to formulate a process for evaluating the performance of Directors, Committees of the Board and the Board as a whole.

The process for evaluation of the performance of the Director(s) / Board / Committees of the Board for the financial year 2017-18 was initiated by the Nomination and Remuneration Committee, by triggering online Survey(s) to all Directors.

The Directors carried out the annual performance evaluation of the Board, Committees of Board and individual Directors along with assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The details of the evaluation process are set out in the Corporate Governance Report which forms a part of this Annual Report.

Key Managerial Personnal :

The following person have been designated Key Managerial Personnal of the Company pursuant to section 2 (51) and section 203 of the Act., read with the Rule framed there under.

1. Mr. Ravinder Nath Jain, Chairman & Managing Director

2. Mr. Sandeep Verma, CEO

3. Mr. Sandeep Kumar Agarwal, CFO & Company Secretary

Mr. Yogendra Jain, has resigned from post of CFO w.e.f. 15.09.2017, Mr. Sandeep Kumar Agarwal have been nominated as CFO of the Company w.e.f. 05.02.2018.

7. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-2 and is attached to this Report.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013.

All contracts/arrangements/transactions entered by the Company with Related Parties were in ordinary course of business and at arm’s length basis.

During the year under review, the Company has not entered into any contracts/ arrangements/transactions with releated parties which qualify as material in accordance with the Policy of the Company on materiality of related party transactions.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on Related Party Transactions formulated by the Company.

There are no material significant related party transactions that may have potential conflict with interest of the Company at large.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 40 to the Financial Statements of the Company.

Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in the Annexure -3 to this report.

10. DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory, Cost and Secretarial Auditors, including audit of the internal financial controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2017-18. The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the preparation of the annual accounts for the year ended on March 31, 2018 and state that :

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

- they 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 profit and loss of the company for that period;

- they 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;

- they have prepared the annual accounts on a going concern basis; and

- they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

- they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Company’s Internal Auditors have conducted periodic audits to provide reasonable assurance that the Company’s approved policies and procedures have been followed.

11. RISK MANAGEMENT

The company has a well-defined process in place to ensure appropriate identification and treatment of risk. Risk Identification exercise is interwoven with the annual planning cycle which ensures both regularity and Comprehensiveness. The identification of risk is done at strategic, business, operational and process levels. While the mitigation plan and actions for risks belonging to strategic, business and key critical operational risks are driven by senior leadership, for rest of the risks, operating manager drive the conception and subsequent auctioning of mitigation plans.

The key strategic, business and operational risks which are Significant in terms of their impact to the overall objectives of the Company along with status of the mitigation plans are periodically presented and discussed in the Risk Management Committee (RMC) meetings. Inputs from the RMC are duly incorporated in the action plans. All significant risks are well integrated with functional and business plans and are reviewed on a regular basis by the senior leadership.

The Company, through its risk management process, aims to contain the risks within its risk appetite. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report.

12. INTERNAL CONTROL RELATED TO FINANCIAL STATEMENT

Internal financial control system of the company have been designed to provide reasonable assurance with Regard to recording and providing reliable financial and operational information, complying with applicable Accounting Standards.

The Company has a well-defined and documented delegation of authority manual with specified limits for approval of expenditure, both capital and revenue.

The Company is in process to establish Enterprise Risk Management (ERP) system to record day to day transactions For accounting and financial reporting. The ERP system will configured to ensure that all transaction are integrated seamlessly with the underlying books of accounts.

The Company periodically conducts physical verification of inventory, fixed assets and cash on hand and matches them with the books of account. Explanations are sought for any variances noticed from the respective functional heads. The Company has a robust financial closure self-certification mechanism wherein the line managers certify adherence to various accounting policies, accounting hygiene and accuracy of provisions and other estimates. There are adequate policies, authorization matrices governing financial transactions and approvals.

The Company has adopted accounting policies which are In line with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read together with the Companies (Indian Accounting Standards) Rules, 2015. These are in accordance with Generally Accepted Accounting Principles in India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Statutory Auditors.

The Company in preparing its financial statements makes judgments and estimates based on sound policies and uses external agencies to verify/ validate them as and when appropriate. The basis of such judgments and estimates are also audited by the Statutory Auditors and reviewed by the Audit Committee.

For each major element in the financial statements, the inherent reporting risks have been identified by the Company. Controls have been put to mitigate these risks. These risks and the mitigation controls are revisited periodically. Corporate accounts function of the Company is actively involved in designing large process changes as well as validating changes to IT systems that have a bearing on the books of account.

The Company gets its Standalone financial statements audited every quarter by its Statutory Auditors.

13. TRANSFER TO RESERVE

The Company has not transferred any amount to general reserve out of the profits of the year.

14. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the financial year ended 31st March, 2018 the Company incurred CSR Expenditure of Rs. 9.51 Lacs The CSR initiatives of the Company were under the thrust areas of health & hygiene, education, water management and enhancement of vocational training.

The Company’s CSR Policy statement and annual report on the CSR activities undertaken during the financial year ended 31st March, 2018, in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 (including any statutory modification(s) or re-enactment (s) thereof for the time being in force) is set out in the Annexure-4 to this report

15. AUDIT COMMITTEE

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued there under and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management.

The Audit Committee comprises of Mr. Amit Jain, Mr. Ashish Jain and Mr. Rajesh Jain. Mr. Sandeep Agarwal acts as Secretary to the Audit Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

16. VIGIL MECHANISM

The Whistleblower Policy has been approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations

The Policy also provides protection to the employees and business associates who report unethical practices and irregularities.

Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy.

17. AUDITOR

STATUTORY AUDITOR

M/s Khandelwal & Khandelwal Associates, Chartered Accountants (Firm Registration No. 008389C) have been appointed as the Statutory Auditors of the Company for Second term as per provision of Section 139 of the Company Act, 2017 in the 14^th Annual General Meeting of the Company held on June 26, 2017, to hold the office till the conclusion of 17^th Annual General Meeting of the Company, subject to the ratification of shareholders at every Annual General Meeting.

They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Ms. Anita Aswal, Practicing Company Secretaries, New Delhi as its Secretarial Auditor to conduct the Secretarial Audit of the Company for Financial Year 2017-2018. The Report of Secretarial Auditor (Form MR-3) for the Financial Year 2017-2018 is annexed to the report as (Annexure-5).

COST AUDITOR

On the recommendation of Audit Committee, the Board of Directors in its meeting held on March 26, 2018 has appointed M/s. Vivek Bothra, Cost Accountants as the Cost Auditor of the Company for the financial year 2018-19 on the aggregate remuneration of ' 75,000/- (Rupees Seventy five Thousand only) plus taxes, as applicable in accordance with the provisions under Section 148 of the Companies Act, 2013 read with rules made there under. The remuneration payable to the Cost Auditor of the Company has been proposed for the ratification by the members of the Company and shall form part of the notice of 15th Annual General Meeting.

18. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis as stipulated under the Listing Regulations is presented in a separate section forming part of this Annual Report. It speaks about the overall industry structure, global and domestic economic scenarios, developments in business operations/performance of the Company’s various businesses viz., decorative business, international operations, industrial and home improvement business, internal controls and their adequacy, risk management systems and other material development during the financial year 2017-18.

19 POLICY ON SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure .Your Company has constituted an Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has a policy on prevention & prohibition of sexual harassment at workplace. The policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints. During the year, no complaints have been received under the policy.

20. RATING

The Long-term and short term Fitch Rating of your Company has been upgraded by the credit rating agency “Brickwork Ratings India Pvt. Ltd.” looking the upgraded performance of the company in its revenue and profitability. The rating agency has rated the company as below :

21. CORPORATE GOVERANCE

A separate section on Corporate Governance standards followed by the Company, as stipulated under regulation 34(3) and 53(f) read with schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is enclosed as an Annexure to this report. The report on Corporate Governance also contains certain disclosures required under the Companies Act, 2013.

A certificate from Ms. Anita Aswal, Practicing Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under schedule V of Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 is attached to the Corporate Governance Report.

22. LISTING OF SHARES

Your Company’s shares are listed and are being traded on the National Stock Exchange of India Limited & Bombay Stock Exchange Limited. The Listing Fees for the financial year 2018-19 has been paid.

OTHER DISCLOSURES

a. During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014(including any statutory modification(s) or Re-enactment(s) thereof for the time being in force);

b. The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings;

c. There are no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future;

d. The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out in the Annexure to this report;

e. None of the Auditors of the Company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force);

f. The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ directors or by trustees for the benefits of employees/ Directors; and

g. The Company has not issued equity shares with differential rights as to dividend , voting or otherwise.

APPRECIATION

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board

Date : 25^th May, 2018 Ravinder Nath Jain

Place : New Delhi Chairman & Managing Director