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Directors Report of Precision Camshafts Ltd.

Mar 31, 2018

The Directors are pleased to present the TWENTY SIXTH ANNUAL REPORT and the Audited Financial Statements for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

(Rs. in lakhs)

Financial Results	Standalone		Consolidated
	For the Year ended 31^st March, 2018	For the Year ended 31^st March, 2017	For the Year ended 31^st March, 2018	For the Year ended 31^st March, 2017
Total Revenue (I)	41,918.88	47,617.86	44,004.37	47,560.68
Total Expenses (II)	33,123.32	36,645.20	34,888.64	36,710.56
Earnings before interest, tax, depreciation and amortisation (EBITDA) (I) - (II)	8795.56	10,972.66	9,115.74	10,850.13
Profit before tax	5376.15	8,741.77	7,013.22	9,716.64
Total Tax Expenses	1900.52	2,656.41	2,280.57	3,057.84
Profit for the year	3475.63	6,085.36	4,732.65	6,658.80
EPS ( Basic )	3.67	6.42	4.98	7.03
EPS (Diluted)	3.66	6.41	4.98	7.01

The abovementioned figures are extracted from financial statements prepared in accordance with the Indian accounting standards (IND AS).

2. COMPANY''S FINANCIAL PERFORMANCE

During the Financial Year under review on standalone basis your Company registered a total revenue Rs. 41,918.88 lakhs as against Rs.47,617.86 lakhs in the previous year. The profit after tax for the year stood at Rs. 3475.63 lakhs as against Rs. 6,085.36 lakhs in the previous year. Your Company reported reduction in top-line by 12% over the previous year.

On consolidated basis Total Revenue was Rs.44,004.37 lakhs as against Rs. 47,560.68 lakhs in the previous year. The profit after tax for the year stood at Rs. 4,732.65 lakhs as against Rs. 6,658.80 lakhs in the previous year. Your Company reported reduction in top-line by 7.5% over the previous year

3. DIVIDEND

The Board of Directors of your Company has recommended a final dividend of Rs. 1/- (10%) per Equity Share of Face Value of Rs.10/- for the Financial year ended 31^st March 2018.

Payment of dividend is subject to the approval of the members at the ensuing Annual General Meeting. In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Dividend Distribution Policy. The Dividend Distribution Policy of the Company is also hosted on the website of the Company and can be viewed at www.pclindia.in.

4. SHARE CAPITAL

During the year under review, your company allotted 82,105 Equity Shares of Rs. 10/- each on the exercise of Stock Options under Precision Camshafts Limited Employee Stock Option Scheme 2015 ("PCL ESOS 2015"). Consequently the Issued, Subscribed and Paid-up Equity Share Capital of the Company increased from Rs. 9479.45 lakhs divided into 94,794,530 Equity Shares of Rs. 10/- each to Rs. 9487.66 Lakhs divided into 94,876,635 Equity Shares of Rs. 10/each.

5. SUBSIDIARIES AND ACQUISITIONS

(a) PCL (INTERNATIONAL) HOLDINGS B.V. NETHERLANDS ("PCL Netherlands")

Your Company incorporated a Wholly Owned Subsidiary Company in Netherlands under the name "PCL (International) Holdings B.V. Netherlands" ("PCL Netherlands") in October 2016. During the year, the Company made investment in Equity Shares to the extent of Rs. 2214.00 Lakhs in PCL Netherlands. The Equity contribution made in PCL Netherlands was utilized for strategic acquisitions. The existing customer base of the Company is predominantly located in Europe, hence to get future orders and to establish research and development PCL Netherlands would add value to the business of the Company.

(b) MEMCO Engineering Private Limited ("MEMCO")

With intention to diversify its product portfolio, the Company during the year, acquired 95% Equity Share Capital of MEMCO Engineering Private Limited, Nashik, Maharashtra. The acquisition was done on 10^th October, 2017 for an enterprise value of Rs. 3,804.35 lakhs. Pursuant to the Share Purchase Agreement, your Company would acquire balance 5% Equity Shares by end of September 2018 based on financial performance.

MEMCO is engaged in the business of manufacturing fuel injection components for conventional CRDi diesel engines, brake components, high pressure diesel injector connectors for naval ships and high precision instrumentation components. MEMCO enjoys long term relationships with marquee global customers like Bosch, Delphi, Endress Hauser and Giro. For the financial year ended 31^st March, 2018 the Revenue from Operations of the Company was Rs. 3,472.44 Lakhs and Profit After Tax was Rs. 188.09 Lakhs on standalone basis, however in consolidation of MEMCO financials in the Company, financials of only six months of MEMCO has been considered.

(c) MFT Motoren und Fahrzeugtechnik GmbH, Germany ("MFT")

With intention to grow the Company inorganically, the Company identified a similar allied product like Camshafts, Bearing Caps, Engine Brackets and Prismatic Components and acquired through its Wholly Owned Subsidiary, PCL (International) Holdings B .V. Netherlands (PCL, Netherlands") 76% Shares in M/s MFT Motoren und Fahrzeugtechnik GmbH, Germany ("MFT") on 23^rd March, 2018 for a sum of Rs. 2500 Lakhs. Pursuant to Share Purchase Agreement, the Company would acquire balance 24% Shares in the Financial Year 2021 based on the performance in the Financial Year 2020.

MFT is engaged in the business of manufacturing Balancer Shafts (i.e. Fully Machined, hardened and balanced vertical and horizontal Balancer shafts), Camshafts, Bearing Caps, Engine Brackets and Prismatic Components (i.e. brake and chasis components, machining of all casting materials). MFT is a financially strong company with a turnover of about Rs. 16,000 lakhs in the year 2017. MFT enjoys long term relationship with marquee global customers like Volkswagen, Audi, Opel, Westfalia, Hatz, Suzuki etc. With acquisition of MFT, it would strengthen the Company''s niche machining capabilities and diversify in new product range to cater to the customers in European markets.

Consequent to the acquisition of MEMCO by the Company, MFT Motoren through its Wholly Owned Subsidiary Company M/s PCL (International) Holdings B.V. Netherlands as on 31^st March, 2018, your company has 3 (three) subsidiaries and 1 (one) Step down Subsidiary and 2 (two) Associate Companies.

Consolidated Financial Statements of the Company which include the results of the said Subsidiary and Step-down Subsidiary Companies are included in this Annual Report. Further a Statement containing particulars for each of Subsidiaries is also enclosed. Copies of Annual Accounts (management certified) and related information of the subsidiaries can also be sought by members of the Company by making a written request to the Company. The Annual Accounts of the Subsidiaries (management certified) are also available for inspection at the Company''s Registered office and or concerned Subsidiary''s Registered Office.

The Company has formulated a policy for determining "material" subsidiaries and such policy is also hosted on the website of the Company and can be viewed at www.pclindia.in.

Further a statement containing salient features of the financial statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure-I to this Report. The statement also provides details of performance, financial position of each of its subsidiaries.

6. CREDIT RATING

Credit ratings on standalone basis is:-

(a) CARE Ratings has reaffirmed: "A" Stable rating to the Company for Long Term Bank Facilities and

(b) CARE Ratings has reaffirmed: "A1" rating to the Company for Short Term Bank Facilities

7. UTILIZATION OF IPO PROCEEDS

The proceeds of the IPO are being used for setting up of machine shop for machining of camshafts and general corporate purposes. The unutilized portion thereto has been invested in bank deposits. There is no deviation in use of proceeds from objects stated in the offer documents. The summary of utilization of IPO proceeds as on 31^st March, 2018 is stated in Note No. 41 of Notes to Accounts.

8. DIRECTORS AND KEY MANAGERIAL PERSON

Changes in the Composition of Board of Directors of the Company:

The Shareholders of the Company in the Annual General Meeting held on 27^th September, 2017 approved reappointment of Mr. Yatin S. Shah (DIN 00318140) as Chairman and Managing Director for a period of 5 years w.e.f. 1^st April, 2017 to 31^st March, 2022. The Shareholders of the Company in the Annual General Meeting also approved re-appointment of Mr. Vaibhav S. Mahajani (DIN 00304851), as Independent Director of the Company for the second term of 5 years upto the 30^th Annual General Meeting of the Company to be held in Financial Year 2022-23.

Mr. Jayant V. Aradhye (DIN 00409341) ceased to be a Non-Executive Director of the Company with effect from 28^th May, 2018 consequent to his resignation due to health and age. The Board acknowledges the valuable contribution made by Mr. Jayant V. Aradhye during his tenure.

The Board of Directors at the meeting held on 13^th August, 2018 appointed Mr. Karan Y. Shah (DIN 07985441) son of Mr. Yatin S. Shah, Chairman and Managing Director and Dr. (Mrs.) Suhasini Y. Shah Promoters of the Company as Additional Director of the Company designated as "Whole-time Director - Business Development" with effect from 13^th August, 2018 for a period of 5 years. He holds office upto the date of ensuing Annual General Meeting offers himself for appointment.

Dr. (Mrs.) Suhasini Y. Shah (DIN 02168705), had been re-designated by the Board of Directors at the meeting held on 13^th August, 2018 as Non-Executive Non Independent Director of the Company with effect from 13^th August, 2018. Dr. (Mrs.) Suhasini Y. Shah, retires by rotation in the ensuing Annual General Meeting and being willing and eligible offers herself for re-appointment.

The term of appointment of Mr. Sarvesh N. Joshi (DIN 03264981), Independent Director will end in the ensuing Annual General Meeting. The Board, at its meeting held on 28^th May, 2018 has, subject to the approval of members in the ensuing Annual General Meeting recommended extension of the term of Mr. Sarvesh N. Joshi as Independent

Director for the next 5 years i.e. up to the 31^st Annual General Meeting of the Company.

During the year, Mr. Swapneel S. Kuber, Company Secretary and Compliance Officer resigned from the services of the Company with effect from 29^th September, 2017. Mr. Mahesh A. Kulkarni was appointed Company Secretary and Compliance Officer with effect from 8^th December, 2017

The brief profile(s) and other details relating to the Director(s) who are proposed to be appointed and/or reappointed, as required to be disclosed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Notice of 26^th Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of your Company for the financial year 2017-18 were:-

Mr. Yatin S. Shah, Chairman and Managing Director,

Dr. (Mrs.) Suhasini Y. Shah, Whole-time Director,

Mr. Ravindra R. Joshi, Whole-time Director and Chief Financial Officer and

Mr. Swapneel S. Kuber, Company Secretary and Compliance Officer upto 28^th September, 2017.

Mr. Mahesh Kulkarni, Company Secretary and Compliance Officer with effect from 8^th December, 2017

9. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criterion of Independence as prescribed under Section 149 (6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

10. STATEMENT ON FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, evaluation of every Director''s performance was done by Nomination and Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof, and Chairman of the Company was carried out by the Independent Directors/Company. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director(s) being evaluated.

A structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed their satisfaction with the evaluation process.

11. PCL ESOS 2015 - INFORMATION REGARDING ALLOTMENTS DURING THE YEAR

The Members at the Annual General Meeting of the Company held on 28^th September, 2016 approved the Precision Camshafts Limited Employee Stock Option Scheme 2015 ("PCL ESOS 2015"). The employee stock options are exercisable into not more than 6,00,000 equity shares of Rs. 10/- each.

During the year under review, in terms of PCL ESOS-2015, the Company has allotted 82,105 Equity Shares of Rs. 10/on exercise of vested options. During the year under review no fresh grant was made by the Company.

The disclosures in compliance with Section 62 of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (SEBI ESOP Regulation) is as follows:

Total No. of Shares covered by ESOP Scheme approved by the Shareholders	6,00,000 (Six Lakhs) Equity Shares
Grant	I	II	Total
Options granted	Nil	Nil	Nil
Options vested	12,500 Equity Shares	82,605 Equity Shares	95,105 Equity Shares
Options exercised	7,375 Equity Shares	74,730 Equity Shares	82,105 Equity Shares
The total number of shares arising as a result of	7,375 Equity	74,730 Equity	82,105 Equity Shares
exercise of option	Shares	Shares
Options forfeited	Nil	Nil	Nil
Options lapsed	5,625	10,625	16,250
Extinguishment or modification of options
The exercise price	10	10
Pricing formula	As per the ESOS Scheme approved by the members of the Company.
Variation of terms of options	NA	NA
Money realized by exercise of options	73,750	7,47,300	8,21,050
Total number of options in force (PCL ESOS 2015)	177,290 Equity Shares
Employee wise details of options granted to:
- Key Managerial Personnel & Senior Managerial	NA	NA	NA
Personnel
- Any other employee who receives a grant of options in any one year of option amounting to 5% or more of options granted during that year	NA	NA	NA
Identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.	NA	NA	NA
Issued Capital (excluding outstanding warrants and	NA	NA	NA
conversions of the Company at the time of grant.
(Only in case of Listed Companies)
Diluted EPS calculated in accordance with	NA	NA	NA
International Accounting Standard (IAS) 33

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

a) The Company has not given any loans to its subsidiaries, associates or joint venture companies during the year under review

b) The Company has given Corporate Guarantee of Rs. 14,900 lakhs to Bank of Baroda, London in respect of Term Loan given by Bank of Baroda to its Wholly Owned Subsidiary Company M/s PCL International Holdings, B.V. Netherlands for strategic acquisitions. Please refer Note No. 34 of notes forming part of the financial statements to the Standalone Financial Statements.

c) Please refer Note No 5 notes forming part of the financial statements to the Standalone Financial Statements) for investments under Section 186 of the Companies Act, 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during financial year with related parties were on an arm''s length basis and were in the ordinary course of business. Such transactions form part of the notes to the financial statements provided in this Annual Report. (Please refer Note No. 34 to the Standalone Financial Statements.) The details of material transactions entered with related parties during the year 2017-18 in Form AOC-2 are enclosed herewith as Annexure-A

14. STATEMENT ON RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. The Company''s future growth is linked with general economic conditions prevailing in the market. Management has taken appropriate measures for identification of risk elements related to the Industry, in which the Company is engaged, and is always trying to reduce the impact of such risks. The Company has also formulated Risk Management Policy and Risk Identification and Mitigation Plans are discussed at the Audit Committee.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s guiding principle for CSR is to build its relationship with stakeholders and the community at large, and to contribute to their long term social good and welfare. Your company, as a matter of duty, has been carrying out the CSR activities since long even when there were no statutory requirements in this regard.

In compliance with the guidelines prescribed under Section 135 of the Companies Act, 2013, your Company has constituted a Corporate Social Responsibility (CSR) Committee comprising of:

Mr. Yatin S. Shah, Chairman

Dr. Mrs. Suhasini Y. Shah, Member

Mr. Vedant V. Pujari, Member

Mr. Vaibhav Mahajani, Member

The role of the CSR Committee is to formulate and recommend a CSR policy to the Board, to recommend amount of expenditure to be incurred on CSR activities, to monitor the CSR policy of the Company from time to time and to institute a transparent monitoring mechanism for implementation of CSR projects or programmes or activities undertaken by the Company.

Detailed information report on CSR policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to Section 135 of the companies Act, 2013 is given as Annexure B- and is also disclosed on the website of the Company (www.pclindia.in).

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a detailed policy on vigil mechanism and is also disclosed on the website of the Company (www.pclindia.in). The vigil mechanism is overseen by the Audit Committee and provides a mechanism for Directors and employees of the Company to report to the Chairman of the Audit Committee or Chairman of the Company in respect of any instance of unethical behavior, fraud, irregularities or violation of the Company''s code of conduct. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

17. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in MGT-9 has been enclosed as Annexure -C

18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure - D and is attached to this report.

19. AWARDS

On 17^th November, 2017, Dun & Bradstreet in association with Export Credit Guarantee Corporation of India Ltd (ECGC) awarded Precision Camshafts Limited with the ''D&B - ECGC SME Business Excellence Awards 2017'', recognizing its efforts and excellence in engineering and machinery work in the medium-scale businesses category.

20. PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure E to this Report.

There were no employee(s) in receipt of remuneration of '' 1.02 Crores or more per annum or in receipt of remuneration of '' 8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 except employees mentioned in Annexure E of the Annual Report.

Industrial relations continued to be cordial during the year.

21. INTERNAL COMPLAINTS COMMITTEE (ANTI- SEXUAL HARASSMENT POLICY)

The Company has in place a policy for prevention of sexual harassment at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of Sexual Harassment at work and ensures that all employees are treated with respect and dignity. The Company has also complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint was reported to the Committee during the year ended on 31^st March, 2018 in connection with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

22. DEPOSITS

The Company has not accepted any deposits during the year under review. At the end of the year, there are no outstanding undisputed deposits that are matured and unpaid.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

During the year, there were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

24. COMMISSION OR REMUNERATION FROM SUBSIDIARY

Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from Subsidiary(ies).

25. AUDITORS

(a) STATUTORY AUDITORS

The members at the 25^th Annual General Meeting held on 27^th September 2017, appointed M/s P. G. Bhagwat, Chartered Accountants, Pune (ICAI Firm Registration Number 101118W) as the Statutory Auditors of the Company for a period of five years with effect from the conclusion of 25^th Annual General Meeting till the conclusion of the 30^th Annual General Meeting of the Company to be held in the Financial Year 2022-2023 (subject to ratification of their appointment at every Annual General Meeting if so required under the Companies Act, 2013).

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting has been done away with vide notification dated 7^th May, 2018 issued by Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors who were appointed in the Annual General Meeting held on 27^th September, 2017.

(b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s J. B. Bhave & Co. Company Secretaries, Pune, to conduct Secretarial Audit of the Company for Financial Year 2017-2018. The Report of the Secretarial Audit for Financial Year 2017-2018 is annexed herewith as an Annexure-F to the Annual Report.

(c) COST AUDITORS

The Board of Directors, on the recommendation of Audit Committee, appointed M/s. S. V. Vhatte And Associates Cost Accountants, Solapur, [Firm Registration No.:100280] as Cost Auditors to audit the cost records of the Company for the Financial Year 2018-19. As required under the Companies Act, 2013, a resolution seeking Members'' approval for the remuneration payable to the Cost Auditors forms part of the notice convening the 26^th Annual General Meeting. The Cost Audit report for the Financial Year 2017-18 will be filed with the Ministry of Corporate Affairs on or before the due date. The Company pursuant to the provisions of Section 148 of the Companies Act, 2013 and applicable rules made thereunder, makes and maintains cost records.

(d) INTERNAL AUDITORS

The Company has appointed Internal Auditor. The scope and authority of the Internal Auditor is as per the terms of reference approved by Audit Committee. The Internal Auditors monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

(e) REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

(f) CORPORATE GOVERNANCE

Report on Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. Corporate Governance Report is set out in this Annual Report as Annexure- G

A certificate from M/s J. B. Bhave & Co. Practicing Company Secretaries, Pune regarding compliance with conditions of corporate governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report as Annexure - H

(g) DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors hereby submits its responsibility Statement:â

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

2. 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 of the Company for that period;

3. 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;

4. The Directors had prepared the annual accounts on a going concern basis; and

5. The Directors had laid down internal financial controls to be followed by the Company and such internal controls are adequate and were operating effectively.

6. 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.

(h) MATERIAL CHANGES AFTER CLOSE OF FINANCIAL YEAR

- Incorporation of PCL Brasil Automotive LTDA ("PCL Brazil")

Your Company through its Wholly Owned Subsidiary PCL (International) Holding B.V., Netherlands incorporated a Subsidiary Company in Brazil under the name "PCL BRASIL AUTOMOTIVE LTDA" in the state of Sao Paulo, Brazil ("PCL Brazil") on 10^th May, 2018 under the number 30.417.283/0001-32.

PCL Brasil to manufacture machined camshafts to cater the needs of customers in Brazil and South America

- Acquisition of EMOSS Mobile Systems B.V., Netherlands ("EMOSS")

Your Company through its Wholly Owned subsidiary PCL (International) Holdings B .V. Netherlands (PCL, Netherlands") acquired 51% Shares of EMOSS Mobile Systems B.V., Netherlands ("EMOSS") on 17^th May, 2018 for Rs. 5,800 Lakhs.

EMOSS is a one-of-a-kind business that designs, develops, produces and supplies complete electric powertrains for trucks, busses, military vehicles and heavy equipment. EMOSS business model includes conversion of diesel trucks into ready to use electric trucks. The company also manufactures "ready to assemble modular kits" which are assembled onto the chassis. EMOSS provides an end to end solution to its customers which includes research and development, engineering, production, testing, certification, delivery and post-sale service. EMOSS also provides real time power management and tracking via an integrated cockpit setup. The trucks powered with Electric Drivelines can carry a maximum payload of 50 tons with a mobility of up to 350 km which may be extended beyond 500 km with long range extenders developed by EMOSS. The acquisition will enable the Company to foray into electric mobility a one stop solution for electric powertrains by providing tailor made engineering services on electric vehicles and equipment''s. Acquisition to pave access to electrical mobility markets such as Europe, North America and Australasia.

With this acquisition the Company forays into electric mobility a one stop solution for electric powertrains. EMOSS is now a step-down subsidiary of your company.

Other than details specified above, there are no other significant change between closure of the financial year ended on 31^st March, 2018 and the date of this report in respect of Company''s financial position, profitability, turnover, suspension of any business activity, foreign collaborations, joint ventures etc.

(i) STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDARIES / ASSOCIATE COMPANIES / JOINT VENTURES

The details of Subsidiary, Joint Ventures and Associate Companies is given in Form AOC - 1 as Annexure -I

There has not been any material change in the nature of the business of the Subsidiary and Joint Ventures. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the consolidated financials of your Company and Subsidiary and Joint Ventures are provided in this annual report.

(j) CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior Management and the same is available on the Company''s website www.pclindia.in. All Directors and senior Management personnel have affirmed their compliance with the said Code. A declaration signed by Managing Director to this effect is annexed as a part of Directors'' Report.

(k) COMMITTEES OF BOARD

Details of all the Committees along with their charters, compositions and meetings held during the year are provided in the report on corporate governance which forms part of this Annual Report and also available on the website of the Company (www.pclindia.in).

(l) COMPANY''S POLICY ON DIRECTORS'', KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Company pays remuneration by way of salary, perquisites, allowances, commission and retirement benefits to its Executive Directors. The remuneration to the Executive Director(s) is in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder and is within the ceiling limits as provided thereunder and approved by the shareholders.

The Company''s policy of remuneration of the senior management is structured to attract and retain the talent and is in turn dependent on following key parameters:

1. Complexities and criticality of the jobs

2. Profile of the employee in terms of his / her qualification and experience

3. General trends in the industry and market for a similar talent

4. Incorporation of an element of motivation by way of remuneration linked to specific performances wherever applicable.

As a policy of the Company, the Non-executive Directors are paid commission as a percentage of profit based on the performance evaluation for that financial year under review.

(m) INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors test the adequacy of internal audit functions. During the year under review, these controls were tested and the observations of the Auditors were addressed by the Company after taking necessary steps to strengthen the financial controls and improve the systems. Statutory Auditors have also certified adequacy of internal financial controls systems over financial reporting based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal financial controls over financial reporting issued by the Institute of Chartered Accountants of India.

(n) BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Pune. The Agenda of the Board / Committee meetings is set by the Company Secretary in consultation with the Chairman and Managing Director and Chief Financial Officer of the Company. The Agenda is circulated a week prior to the date of the meeting. The Agenda for the Board and Committee meetings cover items set out as per the guidelines in Listing Regulations to the extent it is relevant and applicable. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year 7 (Seven) Board Meetings were convened and held on 26^th April, 2017, 22^nd May, 2017, 10^th August, 2017, 10^th October 2017, 13^th November 2017, 8^th December, 2017 and 12^th February 2018.

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

(o) MEETING OF INDEPENDENT DIRECTORS

In compliance with the provisions of Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of Independent Directors was held on 14^th March, 2018 to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of Chairman and Managing Director, Executive Directors and Non-Executive Directors.

The Independent Directors of the Company at their meeting held on 14^th March, 2018 expressed satisfaction on the quality, quantity and timeliness of flow of information between the Company Management and the Board. Except one Independent Director all other Independent Directors were present at the meeting.

(p) EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS, SECRETARIAL AUDITORS AND COST AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditors or by the Cost Auditors in their respective reports and in respect of the Emphasis of Matters the information shared by the auditors is self-explanatory and needs no further explanations from the Board.

(q) DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, no instances of frauds were reported by the Statutory Auditors of the Company.

(r) CAUTIONARY STATEMENTS

Statements in this report, particularly those which relate to Management Discussion and Analysis , describing the Company''s objectives, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

(s) ACKNOWLEDGEMENTS

The Directors would like to place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The Board places on record its appreciation for the support and co-operation your Company has been receiving from its Shareholders, Customers, Business Associates, Bankers, Suppliers and all other stakeholders for their continued support and their confidence in its management.

For and on behalf of the Board of Directors of

Precision Camshafts Limited

Yatin S. Shah Ravindra R. Joshi

Chairman and Managing Director Whole-time Director and CFO

Date: 13^th August, 2018 Date: 13^th August, 2018

Place: Pune Place: Pune

Mar 31, 2017

To,

The Members,

PRECISION CAMSHAFTS LIMITED

The Directors are pleased to present the TWENTY FIFTH ANNUAL REPORT and Audited Financial Statements for the year ended 31^st March, 2017.

1. FINANCIAL RESULTS

The Companyâs financial performance for the year under review along with previous yearâs figures is given hereunder:

(Rs. in Lakhs)

Financial Results	Standalone		Consolidated
	For the Year ended 31^st March, 2017	For the Year ended 31^st March, 2016	For the Year ended 31^st March, 2017	For the Year ended 31^st March, 2016
Total Revenue (I)	47,617.86	46,477.55	47,560.68	46,868.20
Total Expenses (II)	36,645.20	33,516.20	36,710.54	33,927.30
Earnings before interest, tax, depreciation and amortisation (EBITDA) (I) - (II)	10,972.65	12,961.35	10,850.13	12,940.89
Profit before tax	8,741.80	9,067.25	9,716.65	10,334.16
Total Tax Expenses	2,656.40	3,191.97	3,057.84	3,462.22
Profit for the year	6,085.39	5,875.28	6,658.81	6,871.93
EPS ( Basic )	6.42	7.01	7.03	8.20
EPS (Diluted)	6.41	6.99	7.01	8.18

The abovementioned figures are extracted from financial statements prepared in accordance with the Indian accounting standards (IND AS). The Company has followed guidance prescribed in IND AS 101 i.e. First -time adoption of Indian Accounting Standards for the impact of transition. Further, the Company has regrouped the figures of the standalone and consolidated financials for the year ended 31^st March, 2016 under provisions of IND AS.

2. COMPANYâS FINANCIAL PERFORMANCE

Your Company reported top-line growth of 3% over the previous year. On standalone basis total revenue stood at Rs.47,618 lakhs in current year compared to Rs.46,478 lakhs in the previous year. The profit for the year stood at Rs.6,085 lakhs as against Rs.5,875 lakhs in the previous year.

On consolidated basis Gross Revenue stood at Rs.47,561 lakhs in current year compared to Rs.46,868 lakhs in the previous year. The profit for the year stood at Rs.6,658 lakhs in the current year as against Rs.6,871 lakhs in the previous year.

3. DIVIDEND

Company had declared and paid dividend every year at the rate of 10% on the face value of the equity shares. On the special occasion of the completion of 25^th year of the Company your Directors recommend dividend of Rs.1.50/per share (i.e. 15%) on the equity share of Rs.10/- inclusive of special dividend of Rs.0.50/- per share.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted Dividend Distribution Policy in the Board Meeting dated 13^th February 2017.

The Dividend Distribution Policy of the Company is available on the website i.e. www.pclindia.in.

4. UTILIZATION OF IPO PROCEEDS

The proceeds of the IPO are being used for setting up of machine shop for machining of camshafts and other strategic initiatives, up-gradation of the existing IT infrastructure and general corporate purposes. The unutilized portion thereto has been invested in bank deposits. The summary of utilization of net IPO proceeds as on 31^st March, 2017.

Details of utilization of net IPO proceeds

(Rs. in Lakhs)

Sr.	Particulars	Objects of	Total Spent	amount	Amount
No.		the offer	/ Utilization	recovered	pending
		as per the	Upto 31^st	from	Utilization
		prospectus	March, 2017	shareholders
1	Establishment of a machine shop for camshafts at the EOU unit	20,000	5,300	-	14,700
2	Offer related expenses	1,314	2,304	989	(0.00)
3	General Corporate Purposes	2,686	-	-	2,686
	Total	24,000	7,604	989	17,386

Unspent amount is kept in fixed deposits with banks:

(Rs. in Lakhs)

Particulars	Amount
Fixed deposits with banks (inclusive of Principal of Rs.17,245.45 & interest Rs.235.23 thereon)	17,480.68
Amount available at Current Account of Company	140.55
Total	17,621.23

EXPLANATION FOR THE VARIATION IN THE USE OF IPO PROCEEDS -

The Company has setup a building for new machine shop and started setting up line of machines for machining of ductile iron camshafts from IPO proceeds. As OEMs have delayed the schedule of order by 9-10 months, hence the Company has deferred the purchase of requisite machines as stated in the offer document. As such, the utilisation of IPO Proceeds will get deployed accordingly to the confirmation of schedule from the OEMs.

5. DIRECTORS & KEY MANAGERIAL PERSON

Changes in the Composition of Board of Directors of the Company:

Board recommends the re-appointment of Mr. Yatin S. Shah (DIN 00318140) as Chairman and Managing Director for a period of 5 years w.e.f. 1^st April, 2017 to 31st March, 2022 for approval of shareholders in the ensuing Annual General Meeting.

Mr. Ravindra R. Joshi (DIN 03338134), Director and CFO retires by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The term of appointment of Mr. Vaibhav S. Mahajani (DIN 00304851) is ending in the ensuing Annual General Meeting and Board recommends the re-appointment of Mr. Vaibhav S. Mahajani for the next 5 years i.e. up to the 30^th Annual General Meeting of the Company for approval of shareholders.

The brief profile(s) and other details relating to the Director(s) who are proposed to be re-appointed, as required to be disclosed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Notice of 25^th Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel (KMP) of your Company are Mr. Yatin S. Shah, Chairman and Managing Director,

Dr. Mrs. Suhasini Y. Shah, Whole-time Director,

Mr. Ravindra R. Joshi, Whole-time Director - CFO and

Mr. Swapneel S. Kuber, Company Secretary and Compliance Officer.

There has been no change in KMPâs during the year.

6. DECLARATIONS FROM THE INDEPENDENT DIRECTORS

7. STATEMENT ON FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, evaluation of every Directorâs performance was done by Nomination & Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof, and Chairman of the Company was carried out by the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director(s) being evaluated.

A structured questionnaire was prepared after taking into consideration the various aspects of the Boardâs functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The Board of Directors expressed their satisfaction with the evaluation process.

8. PCL ESOS 2015 - INFORMATION REGARDING ALLOTMENTS DURING THE YEAR

The Members at the Annual General Meeting of the Company held on 28^th September 2016 approved the Precision Camshafts Limited Employee Stock Option Scheme 2015 (PCL ESOS 2015). The employee stock options are exercisable into not more than 6,00,000 equity shares of Rs.10/- each.

During the year under review, in terms of PCL ES0S-2015, the Company has allotted 49,705 equity of Rs.10/- on exercise of vested options. During the year under review no fresh grant was made by the Company.

Total No. of Shares covered by ESOS Scheme approved by the Shareholders	6,00,000 (Six Lakhs) Equity Shares
Grant	I	II	Total
Options granted	Nil	Nil	Nil
Options vested	12,500 Equity Shares	84,255 Equity Shares	96,755 Equity Shares
Options exercised	7,750 Equity Shares	41,955 Equity Shares	49,705 Equity Shares
The total number of shares arising as a result of exercise of	7,750 Equity	41,955 Equity	49,705 Equity
option	Shares	Shares	Shares
Options forfeited	Nil	Nil	Nil
Options lapsed	Nil	5,500	5,500
Extinguishment or modification of options	NA	NA	NA
The exercise price	10	10	10
Pricing formula	As per the ESOS Scheme approved by the members of the Company.
Variation of terms of options	NA	NA	NA
Money realized by exercise of options	77,500	4,19,550	4,97,050
Total number of options in force (PCL ESOS 2015)	3,27,745 Equity Shares
Employee wise details of options granted to:
- Key Managerial Personnel & Senior Managerial Personnel	NA	NA	NA
- Any other employee who receives a grant of options in any	NA	NA	NA
one year of option amounting to 5% or more of options granted during that year
Identified employees who were granted option, during any one	NA	NA	NA
year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant.

Issued Capital (excluding outstanding warrants and conversions of the Company at the time of grant. (Only in case of Listed Companies)	NA	NA	NA
Diluted EPS calculated in accordance with International Accounting Standard (IAS) 33	NA	NA	NA

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not granted any Loan, Guarantee or Security covered under Section 186 of the Companies Act, 2013. Further, Company has not made any fresh investment in the subsidiaries during the year under review.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during financial year with related parties were on an armâs length basis and were in the ordinary course of business. The details of transactions entered with related parties during the year 2016-17 are enclosed herewith as Annexure A.

11. STATEMENT ON RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. The Companyâs future growth is linked with general economic conditions prevailing in the market. Management has taken appropriate measures for identification of risk elements related to the Industry, in which the Company is engaged, and is always trying to reduce the impact of such risks. The Company has also formulated Risk Management Policy and Risk Identification and Mitigation Plans are discussed at the Audit Committee.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Companyâs guiding principle for CSR is to build its relationship with stakeholders and the community at large, and to contribute to their long term social good and welfare. Your Company, as a matter of duty, has been carrying out the CSR activity since long even when there were no statutory requirements in this regard.

In compliance with the guidelines prescribed under section 135 of the Companies Act, 2013 your Company has constituted Corporate Social Responsibility (CSR) Committee comprising of:

Mr. Yatin S. Shah, Chairman Dr. Mrs. Suhasini Y. Shah, Member and Mr. Vedant V. Pujari, Member

To broad-base the CSR Committee, Mr. Vaibhav S. Mahajani was inducted as member of the aforementioned Committee on 26th April, 2017.

Detailed information report on CSR policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to Section 135 of the companies Act, 2013 is given as Annexure B and is also disclosed on the website of the Company (www.pclindia.in).

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a detailed policy on vigil mechanism and is also disclosed on the website of the Company (www.pclindia.in). The vigil mechanism is overseen by the Audit Committee and provides a mechanism for Directors and employees of the Company to report to the Chairman of the Audit Committee or Chairman of the Company in respect of any instance of unethical behavior, fraud, irregularities or violation of the Companyâs code of conduct. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.

14. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in MGT-9 has been enclosed as Annexure C.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure D and is attached to this report.

16. PARTICULARS OF EMPLOYEES

The ratio of remuneration of each Director to the median of employeesâ remuneration as per Section 197(12) of the Companies Act 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and the Statement containing the details about top 10 employees under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 form part of the Annual Report as Annexure E.

There were no employee(s) in receipt of remuneration of Rs.1.02 Crores or more per annum or in receipt of remuneration of Rs.8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 except employees mentioned in Annexure E of the Annual Report.

17. INTERNAL COMPLAINTS COMMITTEE (ANTI- SEXUAL HARASSMENT POLICY)

No complaint was reported to the committee during the year ended on 31^st March, 2017 in connection with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

1 8. DEPOSITS

The Company has not accepted any deposits during the year under review. At the end of the year, there are no outstanding undisputed deposits that are matured and unpaid.

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE

During the year, there were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Companyâs operation in future.

20. COMMISSION OR REMUNERATION FROM SUBSIDIARY

Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from Subsidiary(ies).

21. AUDITORS

1. STATUTORY AUDITORS

In compliance with the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder the term of office of M/s. S R B C & Co. LLP, Chartered Accountants, Pune (Firm Registration No. 324982E/E30000) as the Statutory Auditors of Company will end at the conclusion of the ensuing Annual General Meeting.

The Board of Directors places on record its appreciation to the services rendered by M/s. S R B C & Co. LLP as the Statutory Auditors of the Company.

Subject to the approval of the Members, the Board of Directors of the Company has recommended the appointment of M/s. P G Bhagwat & Co., Chartered Accountants, Pune (ICAI Firm Registration Number 101118W) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 for a period of 5 years commencing from the conclusion of the 25^th AGM till the conclusion of the 30^th AGM, subject to ratification by shareholders every year, as may be applicable.

Accordingly, the Board recommends the resolution in relation to appointment of Statutory Auditors, for the approval by the shareholders of the Company.

2. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s J. B. Bhave & Co. Company Secretaries, Pune, to undertake the Secretarial Audit of the Company for Financial Year 2016-2017. The Report of the Secretarial Audit for Financial Year 2016-2017 is annexed herewith as an Annexure F to the Annual Report.

3. COST AUDITORS

The Cost Audit report for the Financial Year 2016-17 will be filed with the Ministry of Corporate Affairs within stipulated time line.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. S V Vhatte, Cost Accountants, Solapur, [Firm Registration No.:100280] as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2017-18. As required under the Companies Act, 2013, a resolution seeking Membersâ approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 25^th Annual General Meeting.

4. INTERNAL AUDITOR

The Company has appointed Internal Auditor. The scope and authority of the Internal Auditor is as per the terms of reference approved by Audit Committee. The Internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

22. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis Report as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

23. CORPORATE GOVERNANCE

Report on Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. Corporate Governance Report is set out in this Annual Report as Annexure G.

A certificate from the M/s J. B. Bhave & Co. Practicing Company Secretaries, Pune regarding compliance with conditions of corporate governance as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part of this Annual Report as Annexure H.

24. DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:â

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

2. 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 of the Company for that period;

3. 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;

4. the Directors had prepared the annual accounts on a going concern basis; and

5. the Directors had laid down internal financial controls to be followed by the Company and such internal controls are adequate and were operating effectively.

6. 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.

25. MATERIAL CHANGES AFTER CLOSE OF FINANCIAL YEAR

There is no significant change between closure of the financial year ended on 31st March, 2017 and the date of this report in respect of Companyâs financial position, profitability, turnover, new business activity, suspension of any business activity, foreign collaborations, joint ventures etc.

26. STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDARIES / ASSOCIATE COMPANIES / JOINT VENTURES

The details of Subsidiary, Joint Ventures and Associate Companies is given in Form AOC - 1 as Annexure I.

There has not been any material change in the nature of the business of the subsidiary and Joint Ventures. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013, the consolidated financials of your Company and subsidiary and Joint Ventures are provided in this annual report.

27. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior Management and the same is available on the Companyâs website www.pclindia.in. All Directors and Senior Management personnel have affirmed their compliance with the said Code. A declaration signed by Managing Director to this effect is annexed as a part of Directorsâ Report.

28. COMMITTEES OF BOARD

29. COMPANYâS POLICY ON DIRECTORSâ, KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Company pays remuneration by way of salary, perquisites, allowances, commission & retirement benefits to its Executive Directors. The remuneration to the Executive Director(s) is in accordance with the provisions of the Companies Act, 2013 and Rules made thereunder and is within the ceiling approved by the members by way of a Special Resolution during the year under review.

The Companyâs policy of remuneration of the senior management is structured to attract and retain the talent and is in turn dependent on following key parameters:

1. Complexities & criticality of the jobs

2. Profile of the employee in terms of his / her qualification and experience

3. General trends in the industry & market for a similar talent

4. Incorporation of an element of motivation by way of remuneration linked to specific performances wherever applicable.

As a policy of the Company, the Non-executive Directors are paid commission as a percentage of profit based on the performance evaluation for that financial year under review.

30. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors test the adequacy of internal audit functions. During the year under review, these controls were tested and the observations of the Auditors were addressed by the Company after taking necessary steps to strengthen the financial controls and improve the systems.

31. BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Pune. The Agenda of the Board / Committee meetings is set by the Company Secretary in consultation with the Chairman and the Managing Director and Chief Financial Officer of the Company. The Agenda is circulated a week prior to the date of the meeting. The Agenda for the Board and Committee meetings cover items set out as per the guidelines in Listing Regulations to the extent it is relevant and applicable. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year 6 (Six) Board Meetings were convened and held for which details are as follows:

1 Monday, 30^th May, 2016 4 Wednesday, 7^th September, 2016

2 Tuesday, 2^nd August, 2016 5 Friday, 18^th November, 2016

3 Friday, 19^th August, 2016 6 Monday, 13^th February, 2017

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

32. MEETING OF INDEPENDENT DIRECTORS

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of SEBI Listing Regulations, 2015, a meeting of Independent Directors was held on 30^th March, 2017 to review the performance of Non-Independent Directors, performance of the Board as a whole and performance of the Chairman of the Company, taking into account the views of Chairman and Managing Director, Executive Directors and Non-Executive Directors.

The Independent Directors of the Company at their meeting held on 30^th March, 2017 expressed satisfaction on the quality, quantity and timeliness of flow of information between the Company Management and the Board.

33. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS, SECRETARIAL AUDITORS AND COST AUDITORS IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the either by the Statutory Auditors or by the Secretarial Auditors or by the Cost Auditors in their respective reports.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, no instances of frauds were reported by the Statutory Auditors of the Company.

35. CAUTIONARY STATEMENTS

Statements in this report, particularly those which relate to MD&A, describing the Companyâs objectives, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

36. ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors of

Precision Camshafts Limited

Yatin S. Shah Ravindra R. Joshi

Chairman and Managing Director Director and CFO

Date: 10^th August 2017 Date: 10^th August 2017

Place: Detroit, USA Place: Pune

Mar 31, 2016

To,

The Members,

PRECISION CAMSHAFTS LIMITED

The Directors are pleased to present the TWENTY FOURTH ANNUAL REPORT and the audited Accounts for the year ended 31^dMarch 2016.

1. FINANCIAL RESULTS

The Company''s financial performance for the year under review along with previous year''s figures is given hereunder:

(Rs. in Lakhs)

	Standalone		Consolidated
Financial Results	For the Year ended 31^st March, 2016	For the Year ended 31^st March, 2015	For the Year ended 31^st March, 2016	For the Year ended 31^st March, 2015
Revenue from operations & other Income	45,511.19	52,491.82	49,423.14	54,274.89
Profit (Loss) before Interest, Tax & Depreciation (EBITDA)	13,450.10	14,850.70	15,116.50	15,116.40
Less: Interest	906.29	1,087.36	1,112.85	1,123.28
Less: Depreciation	3,899.91	3,913.44	4,271.44	4,122.33
Profit (Loss) After Depreciation & before Tax (EBIT)	8,643.90	9,849.90	9,732.21	9,870.78
Exceptional Item
Tax Expenses
- Taxation Current Year	3,721.74	3,760.03	3,915.44	3,920.30
- Tax relating to prior period	(180.48)	17.22	(180.48)	17.22
- Deferred Tax (written back)	388.15	(268.37)	(418.71)	(286.00)
Profit /(Loss) after tax	5,490.80	6,341.02	6,415.96	6,219.27
Prior Period Items	â	1,578.00	â	1,578.00
Profit/ (Loss) for the year	5,490.80	4,763.02	6,415.96	4,641.27
EPS ( Basic )	6.55	5.82	7.65	5.67
EPS (Diluted)	6.53	5.82	7.63	5.67

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 211 (3C) of the Companies Act, 1956 (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of Rule 7 of The Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 1956 / Companies Act, 2013, as applicable.

The audited consolidated financial statement provided in the Annual Report is in accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures.

2. COMPANY''S FINANCIAL PERFORMACE

Despite the challenging macroeconomic environment, the total revenue from operations of the Company was Rs. 493.23 Cr. as compared to previous fiscal to Rs. 542.74 Cr. Net Profit (before exceptional items) was Rs. 64.15 Cr. as compared to previous year Rs. 62.19 Cr.

3. DIVIDEND

Your Board of Directors in their meeting held on Wednesday, 16^th March, 2016 declared and paid Interim Dividend of Rs. 1/- per equity share (i.e. 10% ) for the Financial year 2015-16 .

Your Directors do not recommend any final dividend for the Financial Year 2015-16.

4. INITIAL PUBLIC OFFER

Your Board is pleased to inform that the Company has successfully completed the Initial Public Offer (IPO) and equity shares of the Company were listed on both BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") with effect from 8^th February 2016.

Initial Public Offering (IPO) of Company comprised of a fresh issue of 1,29,03,225 equity shares and an offer for sale of 91,50,000 equity shares by selling shareholders for Rs. 186/- per equity share (inclusive of premium of Rs. 176/- per share).

Consequently Paid up share capital of the Company increased from Rs. 81,84,16,000/- to Rs. 94,74,48,250/- after making allotment of fresh issue of share.

Issue Detail:

- Issue Open: From Jan 27, 2016 - To Jan 29, 2016

- Issue Type: Book Built Issue IPO

- Issue Size: 2,20,53,225 Equity Shares of Rs 10 aggregating up to Rs 410.00 Cr.

- Face Value: Rs 10/- Per Equity Share

- Band Price: Rs. 180/- Rs. 186 Per Equity Share

- Market Lot for application: in multiple of 80 Equity Shares

- Listing At: BSE, NSE

- Oversubscription: 1.91 times

IPO of your Company was the first issue of calendar year 2016 in the Capital market. It was also the first issue after SEBI shortened the IPO timeline to T 6 (that is time taken between IPO closing and the day of listing from 12 days to just 6) and also with 100% compulsory ASBA method.

5. SHARE ISSUE EXPENSES

Pursuant to the Initial Public Offering (IPO), equity shares having par value of Rs. 10/- per share were allotted at a price of Rs. 186/- per equity share comprising of fresh issue of 1,29,03,225 equity shares and offer for sale of 91,50,000 equity shares by selling shareholders. The equity shares of the Company were listed on the BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") with effect from 08^th February, 2016. The Company has incurred expenses of Rs.12,52,33,959/- (net of service tax) relating to fresh issue of equity shares which has been adjusted to securities in terms of section 52 of the Companies Act, 2013.

Details of utilization of net IPO proceeds

(Rs. in Lakhs)

Particulars	Objects of the offer as per the prospectus	Total Spent / Utilization Up to March 31, 2016	Amount recovered from shareholders	Amount pending Utilization
Establishment of a machine shop for ductile iron camshafts at the EOU unit	20,000	1,284	-	18,716
Offer related expenses	1,314	1,275	-	39
General Corporate Purposes	2,686	-	-	2,686
Amount recovered from the existing Shareholders towards their offer related expenses	^-	^-	1,028	1,028
Total	24,000	2,560	10,282	22,486

Unspent amount is kept in fixed deposits with banks:

(Rs. in lakhs)

Particulars

Amount

Fixed deposits with banks

Amount lying at current account of the Company

20,940

1,528

Total

22,486

6. DIRECTORS & KMPs

Composition of Board of Directors of the Company:

Mr. Yati''n S. Shah, Chairman and Managing Director

Dr. Mrs. Suhasini Y. Shah, Executive Director

Mr. Ravindra R. Joshi, Director & CFO

Mr. Jayant V. Aradhye, Director

Mr. Sarvesh N. Joshi, Independent Director

Mr. Pramod H. Mehendale, Independent Director

Mr. Vedant V. Pujari, Independent Director

Mr. Vaibhav S. Mahajani, Independent Director

Mr. Swapneel S. Kuber, Company Secretary and Compliance Officer

Changes in the Composition of Board of Directors of the Company:

During the year under review Mr. Vaibhav S. Mahajani, (DIN 00304851) was appointed as Independent Director of the Company vide Extra-ordinary General Meeting of the Company held on 8^th June, 2015 for a term of 2 years i.e. up to the conclusion of the 25^th Annual General Meeting of the Company.

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. Jayant V. Aradhye (DIN - 00409341) retires in the ensuing Annual General Meeting and being eligible offers himself for reappointment.

The term of appointment of Mr. Pramod H. Mehandale (DIN 00026884) and Mr. Vedant V. Pujari (DIN 07032764 ) is ending on ensuing Annual General Meeting and it is proposed to renew the same for the next 5 years i.e. up to the 29^th Annual General Meeting of the Company subject to the approval of the Shareholders.

The brief resumes and other details relating to the Directors who are proposed to be re-appointed, as required to be disclosed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Notice of 24^th Annual General Meeting.

7. DECLARATIONS FROM THE INDEPENDENT DIRECTORS

8. STATEMENT ON FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013, evaluation of every Director''s performance was done by Nomination & Remuneration Committee. The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof, and Chairman of the Company was carried out by the Independent Directors. Evaluation of Independent Directors was carried out by the entire Board of Directors, excluding the Director being evaluated.

Further SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Framework includes the evaluation of directors on various parameters such as -

- Board dynamics and relationships

- Information flows

- Decision-making

- Relationship with stakeholders

- Company performance and strategy

- Tracking Board and Committees'' effectiveness

The performance of the Board was evaluated on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, participation in assessment of annual operating plan, risks. etc.

Member of the Board carried out a formal review for the performance and effectiveness of the Board, committees of the Board and of all the directors including the Chairman of the Board.

For further details, please refer Report on Corporate Governance forming part of this Annual Report.

Disclosure of the ratio of the remuneration of each Director to the median employee''s remuneration and other details as required pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in Annexure E.

The Details of remuneration paid to the Directors are given in the Form MGT-9 forming part of the Directors'' Report.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not granted any Loan and Guarantee covered under Section 186 of the Companies Act, 2013.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

11. STATEMENT ON RISK MANAGEMENT POLICY

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company''s guiding principle for CSR is to build its relationship with stakeholders and the community at large, and contribute to their long term social good and welfare. Your company, as a matter of duty, has been carrying out the CSR activity since long even when there were no statutory requirements in this regard.

In compliance with the guidelines prescribed under section 135 of the Companies Act, 2013 your Company has constituted Corporate Social Responsibility (CSR) Committee comprising of Mr. Yati''n Shah, Managing Director (Chairman); Dr. Mrs. Suhasini Shah, Director (Member); and Mr. Vedant Pujari, Independent Director (Member). The role of the CSR Committee is to formulate and recommend a CSR policy to the Board, to recommend amount of expenditure to be incurred on CSR activities, to monitor the CSR policy of the Company from time to time and to institute a transparent monitoring mechanism for implementation of CSR projects or programmes or activities undertaken by the Company.

Detailed information report on CSR policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to Section 135 of the companies Act, 2013 is given as Annexure -B and is also disclosed on the website of the Company (www.pclindia.in).

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has formulated a detailed policy on vigil mechanism. The vigil mechanism is overseen by the Audit Committee and provides a mechanism for directors and employees of the Company to report to the Chairman of the Audit Committee or Chairman of the Company in respect of any instance of unethical behavior, fraud, irregularities or violation of the Company''s code of conduct.

14. EXTRACT OF ANNUAL RETURN

Extract of Annual Return in MGT - 9 has been enclosed as Annexure - C.

15. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

2014 is furnished in Annexure - D and is attached to this report.

16. PARTICULARS OF EMPLOYEES

The ratio of remuneration of each Director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and A Statement containing the details about top 10 employees under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms the part of the Board''s Report as Annexure-E.

There were no employee(s) in receipt of remuneration of Rs. 1.02 Cr. or more per annum or in receipt of remuneration of Rs. 8.50 Lakhs per month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except employees mentioned in Annexure E of the Annual Report.

17. INTERNAL COMPLAINTS COMMITTEE (ANTI- SEXUAL HARASSMENT POLICY)

The Company has in place a policy for prevention of Sexual harassment at workplace. This inter alia provides a mechanism for the resolution, settlement or prosecution of acts or instances of Sexual Harassment at work and ensures that all employees are treated with respect and dignity.

No complaint was reported to the committee during the year ended on 31^st March, 2016 in connection with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

18. DEPOSITS

The Company has not accepted any deposits during the year under review. At the end of the year, there are no outstanding undisputed deposits that are matured and unpaid.

19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE

During the year, there were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

20. COMMISSION OR REMUNERATION FROM SUBSIDIARY

Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from Subsidiary.

21. AUDITORS

1. STATUTORY AUDITORS

M/s. S R B C & Co. LLP, Chartered Accountants, Pune hold office until the conclusion of the ensuing Annual General Meeting. As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received a written consent and certificate from M/s. S R B C & Co. LLP, Chartered Accountants stating that their appointment, if made, would be within the limits specified in said section and that they are not disqualified to be appointed as auditors of the Company. The Board has recommended to the shareholders re-appointment of M/s. S R B C & Co. LLP, Chartered Accountants as Auditors of the Company to hold the office up to the conclusion of 25^th Annual General meeting to be held in the calendar year 2017.

2. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s J. B. Bhave & Co. Company Secretaries, Pune, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is attached herewith as an Annexure - F to this Report.

3. COST AUDITORS

The Cost Audit report for the Financial Year 2015-16 was filed with the Ministry of Corporate Affairs on August 10, 2016.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s. S. V. Vhatte, Cost Accountants, Solapur, [Firm Registration No. : 100280] as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2016-17. As required under the Companies Act, 2013, a resolution seeking Member''s approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 24^th Annual General Meeting.

4. INTERNAL AUDITOR

22. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion & Analysis as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report as Annexure G.

23. CORPORATE GOVERNANCE

Report on Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. Corporate Governance Report is set out in this Annual Report as Annexure-H.

24. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement :

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

2. 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 of the company for that period;

3. 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;

4. the Directors had prepared the annual accounts on a going concern basis; and

5. the Directors had laid down internal financial controls to be followed by the Company and such internal controls are adequate and were operating effectively.

6. 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.

25. MATERIAL CHANGES AFTER CLOSE OF FINANCIAL YEAR

There is no significant change between closure of the financial year ended on March 31^st, 2016 and the date of this report in respect of company''s financial position, profitability, turnover, new business activity, suspension of any business activity, foreign collaborations, joint ventures etc.

26. STATEMENT CONTAINING THE SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES / ASSOCIATE COMPANIES / JOINT VENTURES

The details of Subsidiary, Joint Ventures and Associate Companies is given in Form AOC - 1 as Annexure - J.

27. CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT

The Company has adopted the Code of Conduct for the Directors and Senior Management and the same is available on the Company''s website www.pclindia.in. All Directors and Senior Management Personnel have affirmed their compliance with the said Code. A declaration signed by Managing Director to this effect is annexed as a part of Directors'' Report.

28. COMMITTEES OF BOARD

29. COMPANY''S POLICY ON DIRECTORS'', KEY MANAGERIAL PERSONNEL & SENIOR MANAGEMENT PERSONNEL APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The Company pays remuneration by way of salary, perquisites, allowances, commission & retirement benefits to its Executive Directors. The remuneration to the Executive Directors is in accordance with the provisions of the Companies Act, 2013 and Rules thereof and is within the ceiling approved by the members by way of a Special Resolution.

The Company''s policy of remuneration of the senior management is structured to attract and retain the talent and is in turn dependent on following key parameters:

1. Complexities & criticality of the job

2. Profile of the employee in terms of his / her qualification and experience

3. General trends in the industry & market for a similar talent

4. Incorporation of an element of motivation by way of remuneration linked to specific performances wherever applicable.

As a policy of the Company, the Non-executive Directors are paid commission as a percentage of profit based on the performance evaluation for that financial year under review.

30. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statement. The Audit Committee of the Board periodically reviews the internal control systems with the management, Internal Auditors and Statutory Auditors test the adequacy of internal audit function. During the year under review, these controls were tested and the observations of the Auditors were addressed by the Company after taking necessary steps to strengthen the financial controls and improve the systems.

31. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year 10 (Ten) Board Meetings were convened and held for which details are as follows:

1	Thursday 14^th May 2015	6	Wednesday 18^th November 2015
2	Tuesday 23^rd June 2015	7	Friday 15^th January 2016
3	Friday 3^rd July 2015	8	Monday 1^st February 2016
4	Tuesday 1^st September 2015	9	Thursday 4^th February 2016
5	Monday 7^th September 2015	10	Wednesday 16^th March 2016

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013

32. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the either by the Auditors or by the Practicing Company Secretary in their respective reports.

33. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, there were no instances of frauds reported by Auditors under Section 143 (12) of the Companies Act, 2013

34. CAUTIONARY STATEMENTS

Statements in this report, particularly those which relate to MD&A, describing the Company''s objectives, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

35. ACKNOWLEDGEMENTS

The Directors would like to place on record their appreciation of the contribution made and support provided to the Company by the Shareholders, Employees, Merchant Bankers, Bankers, Suppliers and Customers.

For and on behalf of the Board of Directors of

Precision Camshafts Limited

Yatin S. Shah Ravindra R. Joshi

Chairman and Managing Director Director and CFO

(DIN 00318140) (DIN 0333814)

Date: 19^th August, 2016

Place: Solapur

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