To The Members of Marathwada Refractories Limited
 
 The Directors have plesure in presenting the Thirty Second Anuual
 Report of your Company together with audit Accounts and Balance Sheet
 for the year ended 31st March,2011 .
 
 1.Financial Results:
 
 Particulars          Year ended 31.03.2011      Year ended 31.03.2010
 
 Profit before 
 prior period Items
 &Taxation              11,70,452                 81,09,471
 
 Add/(less):
 Prior Period Items:
 Sales Tax                 28,052                 73,64,477
 
 ESIC                        -                     1,68,678
 
 Others                      -                        -
 
 Refund of Income Tax
 -earlier Year               -                        - 
 
 Add/(Less): Provisions
 
 Income tax- 
 earlier year                -                        -
 
 Income Tax- 
 Current year                -                        -
 
 Deferred Tax 
 Liability                  2,008                  1,73,386
 
 Fringe Benefit Tax          -                        -
 
 Profit after 
 taxation               11,44,408                  7,49,702
 
 Add: Profit brought 
 forward              9,54,34,098               9,46,84,396               
 
 Balance carried to 
 Balance sheet        9,65,78,506               9,54,34,098
 
 
 
 2.Operations:
 
 During the year under consideration the company has earned income
 mainly from dividend as it has already closed manufacturing operations
 at Aurangabad.
 
 The Company is exploring the avenues available in real estate sector.
 
 3.  Dividend:
 
 Your Directors have decided not to recommend dividend on shares.
 
 4.  Particulars under the Companies (Disclosure of particulars in the
 Report of Board of Directors) Rules 1988:
 
 A.  Conservation of energy: There is no manufacturing activity carried
 out during the year.
 
 B.  Foreign Exchange Earning and Outgo:
 
 There are no foreign exchange earnings or outgoes.
 
 5.  Public Deposits:
 
 The Company has not accepted any deposit within the meaning of section
 58 A of the Companies Act
 
 6.  Particulars of Employees:
 
 None of the employees are covered under the provisions of Section
 217(2A) of the Companies Act, 1956.
 
 7.  Change in Management Control: Consequent to the completion of the
 Open Offer triggered by the Share Purchase Agreement entered into by
 Mr.M.H.Dalmia and others, the erstwhile promotors of the Company with
 Mr. Sushill pandurang Mantri and transfer of shares held in escrow
 account to the account of Mr.  Sushil pandurang Mantri, the management
 control of the Company stands transferred from Mr. M.H. Dalmia and
 others to Mr. Sushil Pandurang Mantri. Consequently, Mr. Sushil
 Pandurang Mantri has been classified as the promoter of the Company.
 
 8.  Directors: Shri Sandip Jhunjhunwala resigned from the Board of
 Directors of the Company with effect from 30.03.2011. Shri H.B.Belwal
 and Shri Ashwani Bhatia also resigned from the Board of Directors with
 effect from 14.04.2011, pursuant to the change in management control of
 the Company.
 
 Shri A. Anil Kumar, Shri Prakash G.Hegde, Shri K.S.Vasudeva Murthy and
 Shri H.S.Girish Gupta have been appointed as additional Directors of
 the Company with effect from 13.04.2011,till the conclusion of next
 Annual General Meeting of the Company. Notice pursuant to section 257
 of the Companies Act,1956 has been received from a member of the
 company, proposing yhe candidatures of Shri A.Anil Kumar, Shri Parkash
 G.Hegde, Shri K.S.Vasudev Murthy and Shri H.S. Girish Gupta as
 Directors of the Company at the ensuring Annual General Meeting.
 
 No director is liable to retire by rotation as all the existing
 directors are additional directors, as mentioned above.
 
 9.Listing of Shares: In terms of clause 31 of the listing Agreement as
 amended it is confirmed that the shares of the Company are listed at
 the Bombay Stock Exchange &the Calcutta Stock Exchange Association
 Limited and the necessary listing fees have been paid.
 
 10.  Compliance Certificate
 
 ln terms ofthe proviso to Section 383A of the Companies Act, 1956,
 Compliance Certificate obtained from Shri B.D.Tapriya,a Company
 Secretary in practice, for the year ended 31st March, 2011, is annexed.
 
 11.  Director''s Responsibility Statement:
 
 The Directors confirm
 
 i) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanations
 relating to material departures.
 
 ii) that Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give true and fair view of the state of affairs of
 the Company at 31st March 2011, and of the profit or loss of the
 Company for that year;
 
 iii) that the Directors had taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with
 provisions of the Companies Act, 1956 for safe guarding assets of the
 Company and preventing and detecting fraud and other irregularities; 
 
 iv) that the directors have prepared the annual accounts on a going
 concern basis.
 
 12.  Auditors:
 
 M/s Khandelwal, Jain & Co., Chartered Accountants, the auditors
 appointed in the 31st Annual General Meeting retire at the end of 32nd
 Annual General Meeting. A notice has been received for appointment of
 M/s.Guru&Jana, Chartered Accountants, Bangalore as the auditors of the
 Company in place of the retiring auditors.
 
 13.  Disclosure of names of constituents of Group pursuant to
 Regulation 3 (1)(e)(i) of SEBI (Substantial Acquisition of Shares and
 Takeovers) Regulations, 1997.
 
 Shri Sushil Pandurang Mantri
 
 				     for and on behalf of the 
 
 				     Board of Directors 
 
 				     Marathwada Refractories 
 
 				     Limited
 
 				     Sd/-                Sd/-
 
 				     A. Anil Kumar       Prakash 
                                              G. Hegde
 
 				     Director            Director
 
 
 				     Sd/-                Sd/-
 
 				     K.S. Vasudeva 
 				     Murthy              H.S. Girish 
                                              Gupta
 				     Director            Director
 
 Place : Bangalore
 
 Date  : 10th May 2011