Directors Report of Brakes Auto (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2015.

Financial Results:

Particulars 2014-15 2013-14

Total Revenue (Other Income) 10,13,923 99,65,928

Total Expenses 10,55,006 10,550,930

Profit / (Loss) before Prior period, Exceptional and Extra-Ordinary items.

Prior Period items - -

Exceptional items - -

Tax Expenses - -

Profit / (Loss) for the Year (before Tax) (41,084) (5,85,002)

Performance of the Company during the year under review

During the year under review company did not carried on business. The Directors of the Company have been exploring various diversified areas and exploring new business areas to take up the company into new heights.

Future Outlook:

Overall performance of the Auto industry is dull and the company is diversifying itself into other business areas and to explore international markets.

Dividend:

The Board of Directors does not recommend any Dividend for the year 2014-15 considering the finance situation of the company.

Fixed deposits:

During the year under review, the Company has not accepted any fixed deposits and there are no fixed deposits, which are pending repayment.

Subsidiary Companies:

Your Company does not have any subsidiary company during the year under review.

Directors:

In accordance with the provisions of the Companies Act, 2013 and the Company's Articles of Association, Mr. Suresh Sharma, Director retire by rotation at this AGM being eligible, offer themselves for re-appointment.

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, brief resume of Mr. Suresh Sharma have been provided in the notice convening the Annual General Meeting.

Board Meeting

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

Declaration by Independent Director

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors and a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

Directors' Responsibility statement:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) shall state that—

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

(b) The directors had 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;

(c) The directors had 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;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) 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.

Nomination & remuneration Committee

The Board constituted a Nomination and Remuneration Committee comprising of Mr. Daljeet Singh Matharu, Mr. Giriraj Sharma and Mr. Sachin Sharma. Refer Corporate Governance report for details.

Corporate Governance:

The company has complied with the requirements of the Code of Corporate Governance as stipulated in clause 49 of the listing agreement with the stock exchanges. A Report on Corporate Governance along with Certification by the Managing Director is attached to this Directors' Report.

A Certificate from the Auditor of the Company regarding compliance of the conditions of Corporate Governance as stipulated by clause 49 of the listing agreement is attached to this Directors' Report.

Auditors:

The statutory auditors of the Company M/s. Ashish Vyas & Co, Dewas retire at the conclusion of the ensuing Annual General Meeting. The retiring auditors have furnished a certificate under Sec. 141 of the Companies Act, 2013 confirming their eligibility for reappointment. The Auditors Report for the financial year ended March 31, 2015 is annexed herewith and is part of the Annual Report.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (N.A)

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Not Applicable

B. Remuneration to other directors: Not Applicable

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD Not Applicable

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Not Applicable

Non Compliance of the Companies Act, 2013 as on 31st March 2015:

1. E Voting facility as per section 108 of Companies Act, 2013 was not provided by the company for the AGM held on 30th September, 2014.

2. Company do not have proper board process and compliance mechanism.

3. Company has not complied with the provisions of section 203(4) in respect of appointment Chief Financial Officer and Company Secretary.

4. Company has not appointed women Director on the Board.

5. Form ADT 1 as per section 139 (1) of the Company Act, 2013 and rule 4 (2) of the company (Audit and Auditor) Rules, 2014 was not filled by the company for the year ended 31st March, 2014

6. Company has not filed Annual Return for the financial year ended 31st March 2014 with the Registrar of Companies.

7. Company has not filed Annual Accounts for the financial year ended 31stMarch 2014 with the Registrar of Companies.

8. There is no record available regarding dispatch of notice for the AGM held on 30th September, 2014.

Employee Relations:

The relations between the employees and management continued to be cordial during the year.

Particulars of Employees and related disclosures:

No employee of the company is drawing remuneration in excess of the limits set out in terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars as required under section 134(3) (m) of the companies act, 2013 read with the companies (Accounts) Rules, 2014:

1. Conservation of Energy, Technology Absorption:

The particulars regarding the disclosure of the conservation of energy, technology absorption, as required under section 134(3) (m) of the companies act, 2013 read with the companies (Accounts) Rules, 2014 are given below.

Energy Conservation Measures Taken:

The Company continues to accord high priority to conserve the energy. There is no manufacturing activity is carrying on the company at present.

2. Foreign Exchange Inflow & Outgo:

a) Activities relating to Exports, Initiatives taken to increase Exports, Developments of new Export Market for products and Services and Export Plans:

The Company has not undertaken any export activities. The company is looking out for Export Opportunities.

b) Total Foreign Exchange used and earned:

Used : Nil

Earned : Nil

Risk Management

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company's management systems, organizational structures, processes, standards, code of conduct and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks.

The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes.

Comments of the Board of Directors on Qualifications on Auditors Reports: Auditors Qualifications if any are self explanatory and does not require any comments

Board Comments on Secretarial Audit Qualifications:

Since there was no manufacturing or business activity is carried on by the Company during last year, and in view of the loss of business to the company, company cannot give proper attention to the legal and regulatory compliance matters. However management is in the process of regularizing all legal and procedural compliances.

Particulars of loans, guarantees or investments under section 186:

Company has not provided loans, investments and guarantees during the year.

Related Party Transaction under sub-section (1) of section 188:

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is provided in the company's web site.

Acknowledgments:

The Management is grateful to the Regulatory Authorities, Share holders, Company's Bankers, Financial Institutions, Insurance Companies, Investors, Clients, Business Associates for their continued support and co-operation.

The Directors also wish to place on record their appreciation for the co-operation, active involvement and dedication of the employees.

For and on behalf of the Board of Directors

Place: Mumbai Date: 01/09/2015 Suresh Sharma Director

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Mar 31, 2013

To, The Members of Brakes Auto (India) Limited.

Mumbai,

Maharashtra

The Directors have pleasure in presenting before you the Annual Reports of the Company for the year ended 31st March 2013 together with the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS 2012-2013 2011-2012

Income 2,04,05,000 22,59,55,045

Total Expenditure

i) Cost of Goods Sold 1,80,45,0011 22,51,11,724

ii) Administrative Expenses 19,81,448 3,61,636

iii) Depreciation 11,74,884 11,74,884

Profit (Loss) Before Tax 7,66,333 7,23,199

Current Taxation 2 -

Profit (Loss) After Tax (7,66,333) (723,199)

DIVIDEND

Due to loss incurred during the year the Board of Directors do not recommend a dividend for the Financial Year 2012 - 13

RESERVE

Reserves and surpluses after transfer of loss of Rs.766,333 to the general reserve during the year 2012- 13 stood at Rs.18,961,915.

OPERATIONAL HIGHLIGHTS.

During the year under review the sales turnover is reduced sharply to Rs 2,04,05,000/-as compared to previous year of Rs.22,59,55,045/-. The company has concentrated its goal of consolidating and strengthening its marketing network, delivering quality products and cutting of cost wherever possible.

NEW PLANT

Your company is undertaking continuous endeavors for expansion of its domestic and overseas customer base by implementing new facilities. For establishing manufacturing facilities, your company started work of its Nardhana plant. The company already purchased land situated at MIDC, Nardhana. The power and water reached to the site and the Company will start building construction activity there. The company expects to start production activity there in the current financial year 2013-14.

PUBLIC DEPOSITS

During the period under review the Company did not accept deposits in terms of Section 58A of the Companies Act, 1956 and pursuant to the provision of the Non-Banking Financial Companies (Reserve Bank) Direction 1997.

DIRECTORS

Mr. Sachin Sharma and Mr. Daljeet Singh Matharu, Directors of the company retires by rotation at this Annual General Meeting and being eligible, offers themselves for re-appointment. The brief resume and other details of directors, who are to be re-appointed as stipulated under clause 49 of the listing agreement, are furnished in the corporate Governance Report forming part of the Annual Report. During the year there were no changes had taken place in the constitution of the Board of Directors of the Company.

AUDITORS

M/s. Ashish Vyas & Co, Chartered Accountants, Dewas, the Auditors of the Company retire at the conclusion of this Annual General Meeting. They are eligible for reappointment and indicated their willingness to act as an Auditor, if appointed and the appointment shall be in the limits prescribed under the provision of the Companies Act, 1956.

AUDITORS REPORT

Report of the auditors and their observations and to the accounts of the company for the year under review are attached herewith which are self -explanatory and do not require any explanation.

PARTICULARS OF EMPLOYEES

There was no employee in the Company whose particulars are required to be furnished as per section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended up to date.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING/OUTGO.

This information required to be given under section 217(1) ( c ) of the Companies act, 1956 read with the companies(Discloser of the report of the Director) Rules 1988 is annexed herewith.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby report that:

(a) in the preparation of annual accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are responsible and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2013;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities:

(d) Annual accounts have been prepared on a going concern basis.

LISTING

Your Company continues to be listed on the Stock Exchange Mumbai where the Company''s share is being traded. The Company has paid listing fees for the year 2013-14

CORPORATE GOVERNANCE AND COMPLIANCE

A report on corporate governance along with Management Discussion and Analysis is annexed to this report as Annexure A. A certificate from Statutory Auditors with regards to the compliance of the

corporate governance, as stipulated in Clause 49 of the Listing Agreement, by the company is annexed to this report.

The company has fully complied with all mandatory requirements prescribed under Clause 49 of the listing agreement. In addition, the company has also implemented some of the non mandatory provisions of Clause 49.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the listing Agreement, Management discussion and analysis Report which forms part of this report is annexed.

ACKNOWLEDGEMENT

The Board of Directors takes the opportunity to thank the Bankers and Government for the Co- operations and support by them from time to time in the operation of the company during the year. The Board also places on record its deep appreciation for the contribution made by the employees at all levels.

By Order of the Board of Directors

Sd/-

Suresh Sharma

Chairman

Place: Mumbai

Date: 01/09/2012.

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Mar 31, 2010

We have pleasure in presenting to you the Annual Report along with the audited accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS

(Amount in Rs.) Sr. Prticulars 31.03.2010 31.03.2009

No.

1. Income 37,32,37,439 23,58,03,202

2. Total expenditure

(i) Cost of Goods Sold 36,98,81,400 22,89,26,198

(ii) Administrative Expenses 9,23,537 25,06,445

(iii) Depreciation 11,73,10 37,48,839

3. Profit/(Loss) before tax 12,59,400 36,21,720

Provision for Taxation 2,10,000 3,75,000

Provision of FBT - 17,000

Provision for Deferred tax liabilities 12,86,631 6,86,456 5. Profit after tax (2,37,231) 25,43,264

DIVIDEND

Due to loss during the year the Board of Directors does not recommend a dividend for the financial year 2009 10.

REVIEW OF OPERATION AND FUTURE PROSPECTS

During the year under review the sales turnover of Rs. 37,04,73,542/ as compared to previous years of Rs. 23,90,99,640/ . The Company has concentrated its goal of consolidating and strengthening its marketing network, delivering quality products and cutting cost wherever possible. The net profit after tax of Rs. (2,37,231) / as compared to previous year profit of Rs. 25,43,264/.

The Company is planned to shift its whole operations to its new project location at MIDC, Nardhana Industrial Area, Dist. Dhule and close its activities from Dewas. As the company have only assets of building and land at Dewas. The plant and machinery are turned into scrap and these are written down fully in the next financial year. Also the company is not received any subsidy etc. therefore the Company is not in a position to compete with others due to its increase cost of production.

NEW PLANT

Your Company is undertaking continuous endeavors for expansion of its domestic and overseas customers by implementing new facilities. For establishing manufacturing facilities, your Company has started work for its Nardhana Plant, the Company has already purchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking off possession from MJDC Authorities. The power and water has reached to the site and the Company will start building construction activity their. The company will expected to start production activity their in the current Financial year 201011.

DIRECTORS

Shri Daljeet Singh Matharu and Shri Indresh Khanna are being liable for retire by rotation and offer themselves to appoint further as Directors of the Company.

The brief particulars of all directors, for which approval of members for their appointment or reappointment are sought, have been provided in the Notice of Annual General Meeting pursuant to Clause 49 of the Listing Agreement relating to Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the directors state that:

that in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

that 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 true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

that the directors have taken proper and sufficient care of 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.

that the directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions of Sec 58A of the Companies Act 1956.

AUDITORS

M/s.Maheshwari & Co., Chartered Accountants, Mumbai hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have furnished a certificate to the effect that their appointment if made, would be within the prescribed limits under Sec 224(1B) of the Companies Act 1956.

AUDITORS REPORT

Report of the auditors and their observations and notes to the accounts of the company for the year under review are attached herewith which are selfexplanatory and do not require further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION & FOREIGN EXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Director) Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A) of the Companies Act 1956 is not given as there was no employee in receipt of remuneration during the year, exceeding the limits prescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

You Company continues to be listed on the Stock Exchange, Mumbai where the Companys shares are being traded. The Company has paid Listing fees for the year 200910.

CORPORATE GOVERNANCE

Your Company is committed in following the highest standards of Corporate Governance. In this pursuit, your Company has a structure of corporate governance in place that ensures compliance of the provisions of Clause 49 of the Listing Agreement.

For fiscal 2010, the compliance report is provided in the Corporate Governance Report section of this annual report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement, Management discussion and analysis Report which forms part of this report is annexed.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with the investors, various government and semigovernment departments, banks and financial institutions, customers, suppliers and other service providers. The Board of Directors wish to gratefully acknowledge the cooperation, assistance and guidance received from all of them. The company could make the progress it has in these years due to the dedication and creativity of its staff at all levels. The Board of Directors wishes to place on record its warm appreciation for these efforts.

Date: 08/05/2010 For and on behalf of the Board of Directors

Place: Mumbai

(Suresh Sharma)

Managing director