Directors Report of Sibar Auto Parts Ltd.

Mar 31, 2018

BOARD’S REPORT

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the Thirty Fifth Annual Report together with the Audited Statement of Accounts SIBAR AUTOPARTS LIMITED for the year ended March 31, 2018.

Pursuant to the notification dated February 16,2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules 2015 with effect from April’2016 As such financial statements for the year ended as at March 31,2016 have been restated to conform IndAS

The summarized financial performance of your Company for the year ended 31^st March, 2018 is given in the table below. „

(Amount in lacks)

	PARTICULARS	Financial Year ended
		31/03/2018	31/03/2017
	Total Income	1985.12	1610.72
	Revenue from Operations	2375.47	2167.54
	Other Income	61.85	75.19
	Total Income	2437.32	2242.73
	Profit /(Loss) before Interest ,
	Depreciation & Tax	(16.20)	111.55
	Finance Cost	66.18	56.31
	Depreciation	76.83	46.85
	Profit before Tax	(159.21)	8.39
	Less : Tax Expenses	2.65	6.48
	Profit for the Year	(161.86)	1.91
	Other Comprehensive Income	—	—

- Previous year figures have been regrouped/rearranged wherever necessary.

Review of business operations , and the State of Company’s Affairs

Your Directors wish to present the details of Business operations done during the year under review:

During the year under review your company reported growth in revenue from operations of 9.59% over the Previous year. The Revenue from operations stood at Rs.2375.47 lacs compared with Rs.2167.54 lacs in the previous year. However the operations resulted in Net Loss of Rs.161.86 lacs against previous year net profit of Rs.1.91 lacs .The main contributing factors are increase in Operating costs , Finance Costs and Depreciation. Effective steps are being taken to reduce operating cost by adding new machines and modifications to existing manufacturing facility so as to improve profitability.

Your directors are hopeful of better results with increase turnover in the coming years.

Outlook

The Indian automotive industry is set to further improve its performance in Financial Year 2018-19 compared to Financial Year 2017-18 that steps into the last quarter of the year

The Two Wheelers segment dominates the market in terms of volume owing to a growing middle class and a young population. Moreover, the growing interest of the companies in exploring the rural markets further aided the growth of the sector.

India is also a prominent auto exporter and has strong export growth expectations for the near future. Overall automobile exports from India grew at 6.86 per cent CAGR between FY13-18. In addition, several initiatives by the Government of India and the major automobile players in the Indian market are expected to make India a leader in the two wheeler and four wheeler market in the world by 2020.

Rural market demand for two-wheelers has improved significantly after two straight years of near-normal monsoon. Motorcycle sales grew by over 10% in the year ended 31 March for the first time in six years on improved demand for cheaper motorcycles from rural and semi-urban markets.

The auto industry is set to witness major changes in the form of electric vehicles (EVs), shared mobility, Bharat Stage-VI emission and safety norms. In order to keep up with the growing demand, several auto makers have started investing heavily in various segments of the industry during the last few months

The company had initiated and approached various OEM’s for using of Electro plated cylinder blocks and is under process

Also the company approached various other sectors like Electrical, General Sectors and is planning for 30% of its volumes other than Automobile sector.

Dividend

The Board has not recommended Dividend for the year 2017-18 due to accumulated losses.

Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Material changes and commitment if any affecting the financial position of the company occurred between the end of the financial year to which this financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

Capital/ Finance

During the year under review Your Company has raised its Authorized Capital from Rs.10.00 Crores to Rs.20.00 Crores.

During the year under review , your company has got approval under Regulation 28(1) of the SEBI(Listing Obligations and Disclosure Requirements), Regulations, 2015 for the issue of

51,40,000 equity shares of Rs.10/- each at price of Rs.20.00 per share including a premium of Rs.10 each to promoters & Non Promoters and 18,50,000 warrants convertible into equity shares of Rs.10/- each Rs.20.00 per share including a premium of Rs.10 each to Promoters & Non-Promoters on a preferential basis vide letter dated 20^th March,2018 from Bombay Stock Exchange

Pursuant to the special resolution passed at the Extra - Ordinary General Meeting of the Company held on Wednesday, February28,2018 your company allotted 9,25,000 shares on March 28,2018 to non-promoter on preferential basis at price of Rs.20.00 per share including a premium of Rs.10 each and also allotted 8,15,000 shares to promoter on preferential basis at price of Rs.20 per share including a premium of Rs.10 each by converting interest free unsecured loans of Rs.1,63,00,000 brought in by Promoters into equity shares.

Pursuant to the special resolution passed at the Extra Ordinary General Meeting of the Company held on Wednesday, February 28,2018 your company allotted 16,00,000 numbers of warrants on March 28, 2018 to Promoter Group on preferential basis at a price of Rs.20 per Warrant including a premium of Rs.10 each by way of conversion of unsecured loans brought in by promoter group. Warrant is convertible into one equity share within a period of 18 months from the date of allotment. The Allottees have converted interest free unsecured loans equivalent to 25% the exercise price of the Warrants at the time of subscription. The Warrants can be exercised at any time within 18 months of allotment of the Warrants. The subscription price paid for the Warrants will be adjusted against the exercise price payable at the time of exercise. In the event that any Warrant is not exercised within 18 months of allotment, the subscription price paid will be forfeited. The exercise of the Warrants shall constitute 11% of the post issue paid-up share capital. The shareholding of the Promoters will be 49% assuming all the Warrants are converted into equity shares.

The balance of equity shares and warrants were allotted in the current year.

As on 31^st March 2018 , the issued , subscribed and paid up share capital of your company stood at Rs.11,27,51,000 comprising 1,12,75,100 Equity Shares of Rs.10/-each

Fixed Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as such, no amount of principal or interest was outstanding as of the Balance Sheet date

Particulars of Loans, Guarantees or Investments:

There was 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.

Internal Control Systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Directors

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2018, the Board consists of six members, three of whom are executive or whole time directors, one non-executive director and two independent directors.

Mrs. P. Sugunamma (DIN 07128299), Non-Executive Woman Director retires by rotation and, being eligible, offers herself for reappointment. The Board recommends the re-appointment of Mrs.P.Sugunamma

Sri K.Subbaiah, Independent Director of the Company being disqualified in terms of section 164 (2) of the Act resigned from Directorship with effect from 1.10.2017.

Declaration by independent directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act,2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings and Committees

Currently, the Board has three committees: the audit committee, nomination and remuneration committee and stakeholders relationship committee. During the year six Board Meetings and four Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. A detailed note on the Board and its committees is provided under the Corporate governance report section in this Annual Report.

Directors’ Responsibility Statement

Pursuant to the requirement clause (c) of subsection(3) of Section 134 of the Companies Act, 2013, your Directors confirm 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 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.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Significant & Material Orders Passed by the Regulators

During the year under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the Company’s operations in future.

Related party transactions

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered materially significant which may have potential conflict with interest of the company at large.

Your Directors draw attention of the members to Note.35 to the financial statement which sets out related party disclosures..

Particulars of Employees and related disclosures

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company in advance.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure ‘’I’’

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism/ framed a whistleblower policy. The policy enables the employees and other stakeholders to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. This policy is reviewed annually by the Audit Committee to check the effectiveness of the policy.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

Statutory Auditors, their Report and Notes to Financial Statements

M/S SPC & Associates , Chartered Accountants was appointed as the Statutory Auditors at the Annual General Meeting held on 29^th September,2014for a term of 5 years from the conclusion of the 31st Annual General Meeting till the conclusion of 36^lhAnnual General Meeting . The report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

Cost Audit

The Cost Audit is not applicable to the Company.

Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, Mr.A.J. Sharma & Associates ,Practicing Company Secretaries have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as

Annexure ‘’II’’ to this report. The report is self-explanatory and do not call for any further comments except with regard to noncompliance of provisions of section203(1) of the companies Act, 2013 for appointment of whole time company secretary. In this connection, it is submitted that the financial position of the Company is a constraint to appoint whole time company secretary. However, the company is utilizing services of practicing Company secretary to comply with statutory compliances. The Secretarial Audit Report does not contain any qualification , reservation or adverse remark.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act,2013 (‘the Act’) and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in form MGT-9 is annexed herewith as Annexure ‘’III

Risk Management Policy

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

Details of policy developed and implemented by the company on its corporate social responsibility initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Corporate Governance Reports

The Corporate Governance Report, which form an integral part of this Report, is set out as separate Annexure. The certificate from practicing company secretary regarding compliance of conditions of corporate governance is attached to the report on corporate governance.

Acknowledgement

The Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

The Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

The Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board

P.Veeranarayana P.Madhupratap

(Chairman & Managing Director) Whole time Director and

CFO

DIN:00644259 DIN:00644254

Place : Tirupati

Date : 13^th August 2018

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Mar 31, 2015

Dear Members,

On behalf of the Board of Directors, it is our pleasure to present the Thirty Second Annual Report together with the Audited Statement of Accounts of SIBAR AUTOPARTS LIMITED for the year ended 31st March, 2015.

The summarized standalone results of your Company are given in the table below.

Rs. in Lacs

PARTICULARS PARTICULARS

31/03/2015 31/03/2014

Total Income 1626.67 1227.35

Profit/(Loss) before Interest, Depreciation & Tax (EBITDA) 46.00 52.63

Finance Charges 3.75 0

Depreciation 20.02 13.12

Profit before exceptional and Extra ordinary items 22.23 39.51

Prior Period Items (3.30) (9.96)

Exceptional Items 0.00 0.00

Profit before extraordinary items 18.93 29.55

Extra ordinary Items 22.50 62.66

Net Profit before Tax 41.43 92.21

Provision for Tax 16.31 1.76

Net Profit after Tax 25.12 90.45

Profit/(Loss) brought forward from previous year (849.05) (939.50)

Amount transferred consequent to 0.00 0.00 Scheme for Merger

Profit/(Loss) carried (823.93) (849.05) to Balance Sheet

* Previous year figures have been regrouped/rearranged wherever necessary.

Review of business operations, and the State of Company''s Affairs

Your Directors wish to present the details of Business operations done during the year under review :

During the year under review your Company has recorded total revenue of Rs.1626.67 lacs as against Rs. 1227.35 lacs in the previous year registering a growth of 32.53%.

The Profit Before Tax (PBT) and Profit After Tax (PAT) for the financial year ended 31st March, 2015 was at Rs. 41.43 lacs and Rs. 25.12 lacs as against Rs. 92.21 lacs and Rs. 90.45 lacs of the previous financial year respectively. The decline in profits during the financial year under review is due to increase in operating costs as a percentage of total revenue from 54.45% to 64.89%, depreciation and interest cost . Further there was decrease in Extra-Ordinay Income by Rs. 40.15 lacs during the finacial year 2014-15 when compared with the previous year figure of 62.65 lacs

The Capital expenditure for the financial year 2014-15 was 90.40 lacs and the capital expenditure was account of installation of CNC / VMC machines to attain value addition of the existing as well as new products.

Your Company planned to enter replacement market by supplying Nicosil aluminium plated cylinders for two wheelers for coming years and it is the only company making this product for the replacement market in India.

Your Directors are hopeful of better performance with increased revenue in the next year.

Outlook

The Indian auto industry is one of the largest in the world and accounts for 22 per cent of the country''s manufacturing gross domestic product (GDP). An expanding middle class, a young population, and an increasing interest of the companies in exploring the rural markets have made the two wheelers segment (with 80 percent market share) the leader of the Indian automobile market. The overall passenger vehicle segment has 14 percent market share. India is also a substantial auto exporter, with solid export growth expectations for the near future. Various initiatives by the Government of India and the major automobile players in the Indian market is expected to make India a leader in the Two Wheeler and Four Wheeler market in the world by 2020.

Dividend

The Board has not recommended dividend for the year 2014-15 due to accumulated losses.

Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Material changes and commitment, if any affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

Capital/ Finance

Preferential Allotment of Shares

During the year under review, your Company has submitted an application with the Securities and Exchange Board of India ("SEBI") in the month of December, 2013, for allotment of shares on preferential basis against the conversion of unsecured loan of

4.00 Crores brought in by family members of Promoters. Your Company got approval vide Order of SEBI dated 23rd May, 2014 for conversion of the said interest free unsecured loans into Equity shares on Preferential basis. Accordingly Your Company allotted Equity Shares to the following persons against interest free unsecured loans.

S. Name of Relationship No. of Amount No. Allottee Shares Rs. in Allotted la cs

1 Mrs. P. Sugunamma Shareholder 20,00,000 200.00 and Wife of Mr.P.Veera -narayana

2 Mr. P. Madhupratap Shareholder 15,00,000 150.00 and son of Mr.P.Veera -narayana

3 Mrs. P. Annapurna Shareholder 3,00,000 30.00 and wife of Mr.P.Madhu Pratap

4 Mr. P. Ravichandra Shareholder 1,00,000 10.00 and son of Mr.P.Veera -narayana

5 Mrs. P. Charita Shareholder 1,00,000 10.00 and Wife of Mr.P.Ravi -chandra.

As on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs.9,53,51,000/-, comprising 95,35,100 Equity shares of Rs.10/- each.

Fixed Deposits :

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as such, no amountof principal or interest was outstanding as of the Balance Sheet date.

Particulars of Loans, Guarantees or Investments :

There was 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.

Internal Control Systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Internal Audit

During the year under review the Company has appointed M/s MMGS & ASSOCIATES, Chartered Accountants, Tirupati as Internal Auditor. The scope and authority of the Internal Auditor is as per the terms of reference approved by the Audit Committee. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Vice-Chairman & Managing Director.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

Directors

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of seven members, two of whom are executive or whole-time directors, two non- executive directors and three independent directors.

Mr. K. Rajendra Prasad, (holding Director Identification Number 0143653) retires by rotation and being eligible, offers himself for re- appointment. The Board recommends the re-appointment of Mr. K. Rajendra Prasad.

Mr. B.P. Jetty (holding Director Identification Number 02661069), was appointed as the Additional Director (Non-Executive Independent Director) of the Company with effect from 30th March 2015 and holds office upto the date of forthcoming Annual General Meeting, and subject to the approval of the shareholders at the forthcoming Annual General Meeting, it is proposed to appoint Mr. B.P. Jetty as Non- Executive Independent Director with effect from 30th March 2015 for a period of 5 years upto 29th March 2020.

Mr. K. Subbaiah (holding Director Identification Number 02586177), Non-Executive Director of the Company, was appointed as Non- Executive Independent Director, with effect from 27th July, 2015 for a period of 5 years upto 26th July, 2020 subject to the approval of the shareholders at the forthcoming Annual General Meeting.

The Board now recommends the appointment of Mr. B.P. Jetty and Mr. K. Subbaiah as independent directors under Section 149 of the Companies Act, 2013 in the ensuing Annual General Meeting to hold office for 5 (five) consecutive years from the respective date of their appointments.

Mrs. P. Sugunamma, was appointed as the Additional Director and Non-executive Women Director to hold office until the date of the forthcoming Annual General Meeting, being eligible, offers herself for re-appointment. The Board Directors recommend the appointment of Mrs. P. Sugunamma.

Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out an evaluation of its own performance, the performance of each Director as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings and Committees

Currently, the Board has three committees: the Audit Committee, Nomination and Remuneration Committee (NRC) and Stakeholders Relationship Committee (SRC).

During the year five Board Meetings, four Audit Committee Meetings, 2 NRC Meetings and 4 SRC Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

A detailed note on the Board and its committees is provided under the Corporate governance report section in this Annual Report.

Directors'' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm 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;

(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 and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Significant & Material Orders Passed by the Regulators

During the year under review there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations in future.

Related party transactions

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered materially significant which may have potential conflict with interest of the company at large.

Your Directors draw attention of the members to Note 28 to the financial statement which sets out related party disclosures.

Particulars of Employees and related disclosures

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during the business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company in advance.

Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiary, Joint venture or Associate Company.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

The information relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure"I"

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism/framed a whistle blower policy. The policy enables the employees and other stake holders to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy. This policy is reviewed annually by the Audit Committee to check the effectiveness of the policy.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading insecurities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code.

Statutory Auditors, their Report and Notes to Financial Statements

In the last AGM held on 29th September, 2014 , M/s. SPC & Associates (Firm Registration No.005685S), Chartered Accountants have been appointed as the Statutory Auditors of the Company for a period of Five years. Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Cost Audit

The Cost Audit is not applicable to the Company.

Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, M/s. ALB & Co, Practicing Company Secretary, have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure "II" to this report. The report is self-explanatory and do not call for any further comments except with regard to non- complaince of provisions of section 203(1) of the Companies Act, 2013 for appointment of wholetime Company Secretary. In this connection, it is submitted that the financial position of the Company is a constriant to appoint wholetime Company Secretary. However, the company is utilising services of practicising Company Secretary to comply with statuatory complainces. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Extract of Annual Return

Pursuant to section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return in form MGT-9 is annexed herewith as Annexure "III''".

Risk Management Policy

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

Details of policy developed and implemented by the company on its corporate social responsibility initiatives

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

Corporate Governance Report

The Corporate Governance Report, which form an integral part of this Report, is set out as separate Annexure.

Acknowledgement

The Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

The Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

The Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

For and on behalf of the Board SIBAR AUTOPARTS LTD

PEMMASANI VEERANARAYANA PEMMASANI MADHUPRATAP (Vice Chairman & Managing Director) (Technical Director & CFO)

Place: Tirupati Date : 27th July 2015

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Mar 31, 2014

Dear Members,

The Directors submit the 31th Annual Report of the company together with the Audited Statements of the accounts for the year ended March 31, 2014.

1. FINANCIAL RESULTS:

The brief financial results of the company for the year ended March 31, 2014 are given hereunder

Rs in lacs) PARTICULARS 2013-14 2012-13

Revenue including other

income 1227.35 1099.48 Profit before exceptional and

extraordinary items and tax 39.51 11.23

Prior Period Items 9.96 0.17

Exceptional Items 0.00 0.00 Profit before extraordinary

items and tax (V - VI) 29.55 11.07

Extraordinary Items 62.66 184.51

Profit before Tax 92.21 195.58

Tax Expense

(1) Current Tax 0.00 0.00

(2) Differred Tax 176 (1.76)

Profit (Loss) for the year 90.45 197.34

2. OPERATIONS:

Your company has reported improved performance during the year under review. For the financial year ended 31st March , 2014 the gross revenue of the company was 1227.35 lacs as against ^.1099.48 lacs during the previous year registering a growth of 11.63% over the previous year . Profit before accounting of the exceptional and extraordinary items

amounted to 39.51 lacs as against f .11.23 lacs during the previous year.

Your Directors are happy to inform you that your company is introducing Nickel-Silicon Carbide Plating Technology and CNC/VMC machines to gain advantage in terms of Quality, Quantity, Cost and meeting emission norms effectively thereby increase customer base and to increase turnover and improve profitability.

The Directors are hopeful of better results in the coming years .

3. DIVIDEND:

The Board has not recommended Dividend for the year 2013-14 due to accumulated losses

4. DIRECTORS RESPONSIBILITY

STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that

i) In preparing the Annual Accounts for the year 2013-14, the applicable accounting Standards have been followed and no material departure is there.

ii) That the directors had selected such accounting policies and applied then consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for that period.

iii) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the

provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors had prepared the annual accounts on a going concern basis.

5. DIRECTORS:

Mr. K. Subaiah, Non Executive Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. A.R.Chowdary as Independent Directors of the Company. As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, Mr. A.R.Chowdary is being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Re-appointment of Mr. P. Veeranarayana as Managing Director for a period of 5 years with effect from 05.03.2014 is being placed before the shareholders at the ensuring 31st Annual General Meeting for their approval as set out in the Notice of the AGM.

Re-appointment of Mr. P. Madhupratap as Technical Director for a period of 5 years with effect from 01.08.2014 is being placed before the shareholders at the ensuring 31st Annual General Meeting for their approval as set out in the Notice of the AGM.

6. DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance, Management Discussion and Analysis forming Part of this report is enclosed.

8. REPLY TO AUDITORS COMMENTS:

With reference to the auditors comments for not making provision for gratuity liability it is submitted the company has opened Gratuity Account with Life Insurance Corporation for making payments of premiums in the month of May, 2014 and Paid a sum ofRs.1,00,116 towards provision for gratuity liability.

9. PARTICULARS OF EMPLOYEES:

During the year under report, none of the employee of your company were in receipt of remuneration in excess of the limits prescribed for disclosure as per Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended.

10. AUDITORS:

M/s SPC & Associates, Chartered accountants, Hyderabad retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer them selves for reappointment to hold office for five consective years for a term of upto the conclusion of 37th AGM of the Company.

11. PREFERENTIAL ALLOTMENT OF SHARES

During the year under review Your Company has submitted an application with the Securities and Exchange of India in the month of December 2013 for allotment of Shares on preferential basis against conversion of Unsecured Loan of Rs.4.00 Crores brought in by family members of Promoters. Your Company got approval vide Order of SEBI dated 23rd May, 2014 for conversion of the said interest free unsecured loans into Equity shares on Preferential basis. Accordingly Your Company allotted Equity Shares to the following Persons against interest free unsecured loans

Name of Allottee Relationship No. of Shares Amount Allotted in lacs

Mrs.P.Sugunamma Shareholder 20,00,000 200.00 and Wife of Mr.P.Veeranarayana

Mr.P.Madhupratap Shareholder and 15,00,000 150.00 son of Mr.P. Veeranarayana

Mrs.P.Annapurna Shareholder and 3,00,000 30.00 wife of Mr.P.Annapurna

Mr.P.Ravichandra Shareholder and 1,00,000 10.00 son of Mr.P.Veeranarayana

Mrs.P.Charita Shareholder and 1,00,000 10.00 Wife of Mr.P.Ravichandra.

12. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION.

The particulars as prescribed under section 217 (1) (e) of the Companies Act 1956, read with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set out in an annexure to this report.

13. ACKNOWLEDGEMENTS

The Directors wish to express their appreciation of the continued co-operation of customers, vendors, investors, business associates, bankers and all the stakeholders. The Directors also wish to thank every member of the SIBAR family for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board

P. Veeranarayana P. Madhupratap (Vice Chairman & Managing Director) (Technical Director)

Place: Tirupati Date : August 09, 2014

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Mar 31, 2012

The Directors have pleasure in submitting the 29th Annual Report of the company together with the Audited Statements of the accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS:

The brief financial results of the company for the year ended March 31, 2012 are given hereunder

(Rs. in lacs)

PARTICULARS 2011-12 2010-11

Revenue including other income 1205.41 1075.47

Profit before exceptional and 43.38 26.06 extraordinary items and tax

Prior Period Items 3.09 3.15

Exceptional Items 294.33 0.00

Profit before extraordinary (254.04) 22.91 items and tax (V - VI)

Extraordinary Items 507.65 0.00

Profit before Tax 253.61 22.91 Tax Expense

(1) Current Tax 0.00 0.00

(2) Deferred Tax 1.87 1.04

Profit (Loss) for the year 251.74 21.86

2. OPERATIONS:

Your company has reported improved performance during the year under review. For the financial year ended 31st March, 2012 the gross revenue of the company was Rs. 1205.41 as against Rs.1075.47 lacs during the previous year registering a growth of 12% over the previous year. Profit before accounting of the exceptional and ex ordinary items amounted to Rs. 43.38 lacs as against Rs. 26.06 lacs during the previous year. The company has written off development Expenditure not capitalized amounting to Rs. 294.33 lacs as there is no future benefit arising from the above expenditure and it is shown as Exceptional item.

The Company has incurred a net loss amounting to Rs. 254.04 lacs during the financial year mainly on account of the exceptional item of development expenditure written off against profit of Rs. 22.91 lacs before extraordinary items and tax . In pursuance of compromise settlement with IDBI, Central Bank of India and State Bank of India during the year under review, they have waived interest of Rs. 507.65 lacs which was shown as Extraordinary Item . In view of waiver of interest by financial institution/banks profit before tax amounted to Rs. 253.61 lacs as against previous year profit of Rs. 22.91 lacs.

The outlook for the future appears to be good with expected revival of economic growth.

3. DIVIDEND:

The Board has not recommended Dividend for the year 2011-12 due to accumulated losses

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that

i) In preparing the Annual Accounts for the year 2011-12, the applicable accounting Standards have been followed and no material departure is there.

ii) That the directors had selected such accounting policies and applied then consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for that period.

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

iv) That the Directors had prepared the annual accounts on a going concern basis.

5. DIRECTORS :

Mr.A. Ramachandra Choudary, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

6. DEPOSITS :

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance, Management Discussion and Analysis forming Part of this report is enclosed.

8. REPLY TO AUDITORS COMMENTS:

Regarding the auditors comments on confirmation of balances from Debtors and Creditors, we submit that we have already sent the letters to the Debtors and Creditors to confirm the balances; we have received some of the confirmation letters.

With reference to the auditors comments for not updating the fixed assets register, the Company is in the process of updating the same.

9. PARTICULARS OF EMPLOYEES:

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 195 read with the companies (particulars of Employees) rules, 1975 and forming part of the Directors Report for the year ended March 31, 2012.

During the year under report, none of the employee of your company were in receipt of remuneration in excess of the limits prescribed for disclosure as per Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended.

10. AUDITORS:

M/s SPC & Associates, Chartered accountants, formerly known as Sesha Prasad & Co., Hyderabad retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer them self for reappointment and hence is recommended for reappointment.

11. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION.

The particulars as prescribed under section 217(2A) (1) (e) of the Act, read with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set out in an annexure to this report.

12. ACKNOWLEDGEMENTS

The Directors wish to express their appreciation of the continued co-operation of customers, vendors, investors, business associates, bankers and all the stakeholders . The Directors also wish to thank every member of the SIBAR family for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board.

P. Madhupratap (Technical Director)

P. Veeranarayana (Vice Chairman & Managing Director)

Place: Tirupati Date : July 25, 2012

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Mar 31, 2011

Dear Members,

The Directors herewith submit the 28th Annual Report of the company together with the Audited Statements of the accounts for the year ended March 31, 2011.

1. FINANCIAL RESULTS:

The brief financial results of the company for the year ended March 31, 2011 are given hereunder

PARTICULARS Rs. lakhs)

2010-11 2009-10

i) Total Sales 1159.82 1040.47

ii) Profit before Depreciation, 32.02 67.92 Intrest and Tax

iii) Interest 0.02 0.15 iv) Depreciation 10.65 71.82

v) Other Income 4.69 3.2

vi) Profit before Tax 26.06 (0.86)

vii) Provision for Tax 1.04 -

viii) Net Profit for the Year 25.01 (0.86)

2. OPERATIONS:

The Company continued to see strong growth in the financial year 2010-11 driven by good performance in existing and new areas of business.

During the year under review, the turnover of your company has increased to 1159.82 lakhs from Rs. 1040.47 lakhs thereby registering a growth of 11.47% over the previous year. The directors are hopeful of better results in the coming years.

3. DIVIDEND:

The Board has not recommended any Dividend for the year 2010-11.

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that

i) In preparing the Annual Accounts for the year 2010-11, the applicable accounting Standards have been followed and no material departure is there.

ii) That the directors had selected such accounting policies and applied then consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for that period.

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

iv) That the Directors had prepared the annual accounts on a going concern basis.

5. DIRECTORS:

M r. K. Subbaiah, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. K. Eswaaraiah has been nominated as Nominee Director by APIDC.

Mr. Amineni Ramachandra Choudary, who was appointed as Additional Director shall hold the office up to the ensuing Annual General Meeting. Being eligible for appointment as Director of the company, he has given his consent to act as a director of the company.

6. DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance, Management Discussion and Analysis forming part of this report is enclosed .

8. REPLY TO AUDITORS COMMENTS:

Regarding the auditors comments on confirmation of balances from Debtors and Creditors, we submit that we have already sent the letters to the Debtors and Creditors to confirm the balances; we have received some of the confirmation letters.

The auditors commented for not updating the fixed assets register. The Company is in the process of updating the same.

The auditors commented for not making provision for gratuity liability. Earlier the Company had LIC Gratuity account and was closed due to non-payment of regular premiums. The Company is taking the necessary steps to open a new account. The Company is paying gratuity as and when the amount is ascertainable. As the Company has accumulated losses from the past years, it’s not able to make provision for gratuity liability.

9. PARTICULARS OF EMPLOYEES:

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 1956 read with the companies (particulars of Employees) rules, 1975 and forming part of the Directors Report for the year ended March 31, 2011.

During the year under report, none of the employee of your company were in receipt ofremuneration in excess of the limits prescribed for disclosure as per Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended.

10. AUDITORS:

M/s Sesha Prasad & Company, Chartered accountants, Hyderabad retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer them self for reappointment and hence is recommended for reappointment.

11. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION.

The particulars as prescribed under section 217(2A) (1) (e) of the Act, read with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set out in an annexure to this report.

12. ACKNOWLEDGEMENTS

The Directors thank the Company’s customers, vendors, investors, business associates, bankers for their support to the company.

The Directors appreciate and value the contributions made by every member of the SIBAR family.

For and on behalf of the Board.

P. Madhupratap P. Veeranarayana ( Technical Director) (Vice Chairman & Managing Director)

Date: June 25, 2011 Place: Tirupati

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Mar 31, 2010

The Directors submit the 27th Annual Report of the company together with the Audited Statements of the accounts for the year ended March 31, 2010.

I.FINANCIAL RESULTS:

The brief financial results of the company for the year ended March 31, 2010 are given hereunder

PARTICULARS Rs. in Lakhs

2009-10 2008-09

i) Total Sales 1040.47 888.80

il) Profit before Depreciation, 67.92 74.87

Interest and Tax

iii) Interest 0.15 0.18

iv) Depreciation 71.82 87.05

v) Other Income 3.20 3.51 vi) Profit before Tax (0.86) (8.85)

vii) Provision for Tax

Ivili) Net Profit for the Year (0.86) (8.85)

2. OPERATIONS:

The Company continued to see strong growth in the financial year 2009-10 driven by good performance in existing and new areas of business.

During the year under review, the turnover of your company has increased to Rs. 1040.47 lakhs from Rs. 888.80 lakhs thereby registering a growth of 17.06% over the previous year. The directors are hopeful of better results in the coming years.

3. DIVIDEND:

The Board has not recommended Dividend for the year 2009-10.

4. DIRECTORS RESPONSBILITY STATEMENT:

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that

i) In preparing the Annual Accounts for the year 2009-10, the applicable accounting Standards have been followed and no material departure is there.

ii) That the directors had selected such accounting policies and applied then consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affair of the Company at the end of the financial year and of the profit or loss of the Company for that period.

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

iv) That the Directors had prepared the annual accounts on a going concern basis.

5. DIRECTORS:

Mr. Mr.K. Subbaiah, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Mr. K. Eswaaraiah has been nominated as Nominee Director by APIDC.

6. DEPOSITS:

The Company has not accepted any d eposits from the public within the meaning of Section 58A of the Companies Act, 1956.

7. CORPORATE GOVERNANCE:

As the net worth of the company is less than Rs. 25 crores, corporate Governance clause is not applicable to the company.

8. REPLY TO AUDITORS COMMENTS:

Regarding the auditors comments on confirmation of balances from Debtors and Creditors, we submit that we have already sent the letters to the Debtors and Creditors to confirm the balances; we have received some of the confirmation letters.

The auditors commented for not updating the fixed assets register. The Company is in the process of updating the same.

The auditors commented for not making provision for gratuity liability. Earlier the Company had LIC Gratuity account and was closed due to non-payment of regular premiums. The Company is taking the necessary to open a new account. The Company is paying gratuity as and when the amount is ascertainable. As the Company has accumulated losses from the past years, its not able to make provision for gratuity liability.

9. PARTICULARS OF EMPLOYEES:

Particulars of employees pursuant to Section 217(2A) of the Companies Act, 195 read with the companies (particulars of Employees) rules, 1975 and forming part of the Directors Report for the year ended March 31, 2010.

During the year under report, none of the employee of your company were in receipt of remuneration in excess of the limits prescribed for disclosure as per Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended.

10. AUDITORS:

M/s Sesha Prasad & Company, Chartered accountants, Secunderabad retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer them self for reappointment and hence is recommended for reappointment.

11. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION.

The particulars as prescribed under section 217(2A) (1) (e) of the Act,, read with the companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set out in an annexure to this report.

12. ACKNOWLEDGEMENTS

The Directors thank the Companys customers, vendors, investors, business associates, bankers for their support to the company.

The Directors appreciate and value the contributions made by every member of the SIBAR family.

For and on behalf of the Board.

P. Veernarayana p. Madhupratap

(Vice Chairman & (Technical Director)

Managing Director)

PLACE: Tirupati

Date : 23-07-2010.