Directors Report of Pritika Auto Industries Ltd.

Mar 31, 2023

The Directors have pleasure in presenting their 43^rd Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS

The Financial results are briefly indicated below:

(Rs. In Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations (net)	31299.59	23772.73	36203.45	27122.51
Other Income	208.68	402.13	120.07	780.96
Profit before Interest, Depreciation and Tax (PBIDT)	3332.22	2755.75	4273.21	3768.56
Interest	662.15	664.67	925.21	884.01
Profit before Depreciation and Tax (PBIT)	2670.07	2091.08	3348.00	2884.55
Depreciation	911.63	885.37	1190.70	1091.73
Profit before Tax Expenses	1758.44	1205.71	2157.30	1792.82
Tax Expenses	516.02	313.90	587.87	352.04
Profit after Tax	1242.42	891.81	1569.43	1440.78
Other Comprehensive Income	735.75	(154.78)	(18.44)	(310.45)
Total Comprehensive Income	1978.17	737.03	1550.99	1130.33
EPS- Basic	1.40	1.01	1.77	1.62
Diluted	1.40	1.01	1.77	1.62

The Standalone Revenue from the operations (net) for the Financial Year 2022-23 was Rs. 31299.59 lac (Previous year Rs. 23772.73 lac). The company earned Net Profit of Rs. 1242.42 lac (Previous Year Rs. 891.81 lac).The Total Comprehensive Income for the year was Rs. 1978.17 lac.

The Consolidated Revenue from the operations (net) for the Financial Year 2022-23 was Rs. 36203.45 lac (Previous Year Rs. 27122.51 lac). The company earned Consolidated Net Profit Rs. 1569.43 lac (Previous Year Rs. 1440.78 lac). The Consolidated Total Comprehensive Income for the year was Rs. 1550.99 lac.

There was no change in the nature of business of the company during the year.

The previous year figures have been restated, rearranged, regrouped and consolidated, to enable comparability of the current year figures of accounts with the relative previous year’s figures.

2. INDUSTRIAL SCENARIO

The Indian tractor industry is one of the largest in the world, with India being the largest tractor market globally. The industry has grown significantly in recent years, driven by increasing demand from both the agricultural and non-agricultural sectors. The India tractor market size was valued at $7,540.8 million in 2020, and is expected to reach $12,700.8 million by 2030, with a CAGR of 7.9% from 2021 to 2030. The COVID-19 outbreak had a positive impact on the growth of the India tractor industry owing to increase in demand for agricultural produces such as cereals, vegetables, and fruits in the country.

The Indian tractor industry smashed a couple of records in FY23 - producing over a million units for the first time ever and also achieving their highest ever domestic sales. FY23 saw 12% growth in domestic tractor volumes, with 945,311 units compared to 842,266 in FY22, according to Tractor & Mechanization Association (TMA).

In FY23, the total tractor production in the country stood at 1,071,310 (9.61 lakh in FY22 and 9.65 lakh in FY21). After witnessing buoyant demand in FY22, exports moderated during FY23 and reported a marginal decline to 124,542 units compared with 128,636 units in the previous fiscal.

The Indian Automobile industry is expected to reach a turnover of approximately $300 billion by 2026, growing at a CAGR of 15% from its current revenue of around $74 billion.

The expansion of the e-commerce business is boosting the requirement for logistics services and is contributing to the growth of the tow tractor market. Moreover, tow tractors are increasingly gaining momentum in the manufacturing industry for several purposes. And retailers are investing a significant amount in tow tractors to enhance the logistics activities and make their work a little easier as these tractors are easy to handle and require less maintenance.

The cyclical pattern of the agricultural industry is a major challenge impeding the market growth. The natural phenomenon of seasonal agricultural cycles leads to the seasonal availability of disposable income for farmers. This impacts their purchasing power, thus leading to seasonal purchases of agricultural equipment like tractors. This pattern is affected by various factors, including environmental conditions like rain forecasts and financial resources available for farmers, including the availability of credit facilities, government support in the form of subsidies, and the availability of automatized farming equipment at the disposal of farmers. This instability in agricultural patterns directly affects the sales of automatic farming equipment.

The Government of India encourages foreign investment in the automobile sector and has allowed 100% FDI under the automatic route. The government’s Automotive Mission Plan (AMP) 2016-26 will help the automotive industry grow and will benefit the economy in the following ways:

• The auto industry’s GDP contribution will rise to over 12%.

• Additional ~65 million direct and indirect jobs will be created.

• End-of-life policy will be implemented for old vehicles.

3. SHARE CAPITAL

During the year under review, there was no change in the Share Capital of the company. As at March 31, 2023, the total paid-up share capital of the company stood at Rs. 1773.45 lacs. However, the company issued on preferential allotment basis, 1,60,00,000 fully convertible warrants to public (non-promoter) category at an issue price of Rs. 19.00 per warrant carrying right exercisable by warrant holder to subscribe to one equity share of face value of Rs. 2.00 each per warrant. During the current Financial Year on exercise of option to convert the convertible warrants into equity shares by the warrant holders, the Board of Directors of the company in its meeting held on 17.11.2023 has converted 28,50,000 warrants into 28,50,000 equity shares of face value of Rs. 2 each on a premium of Rs. 17 per share. As on date the paid up share capital of the company has become Rs. 18,30,45,000 divided into 9,15,22,500 equity shares of Rs. 2 each.

4. SCHEME OF ARRANGEMENT

The company pursuant to Order dated 29^th June, 2022 as rectified vide order dated 8 July, 2022 passed by Hon’ble NClT, Bench Chandigarh in the Joint Petition filed u/s 230-232 of the Companies Act, 2013 for approval of Scheme of Arrangement between Pritika Industries Ltd. (the demerged company) and Pritika Auto Industries Ltd. (the Resulting company), has convened meetings of the Equity Shareholders , Secured Creditors and Unsecured Creditors of the company on 10/9/2022 for their approval to the Scheme. The Scheme of Arrangement was approved by the shareholders, Secured Creditors and Unsecured Creditors of the company with the requisite majority. After approval of the shareholders, Secured Creditors and unsecured creditors , the company has filed joint petition for approval of the scheme, before the Hon’ble NCLT, Bench Chandigarh. The hearing in the matter has been completed on 6/10/2023 and the order has been reserved by the Hon’ble NCLT, Bench Chandigarh.

5. DIVIDEND

Considering the financial results and to plough back surplus of the Company, the Board did not recommend payment of any dividend for the year ended 31^st March, 2023.

6. TRANSFER TO RESERVE

During the financial year, there was no amount proposed to be transferred to the Reserves.

7. AUDITORS & AUDITORS’ REPORT

M/s. Sunil Kumar Gupta & Co., Chartered Accountants, New Delhi were appointed as statutory auditors of the company for a period of five years in the 38^th AGM i.e. till the conclusion of the 43^rd Annual General

Meeting to be held for the FY 2022-23. The Board of Directors has recommended reappointment of M/s. Sunil Kumar Gupta & Co., Chartered Accountants as Statutory Auditors of the company for the second terms of five years from the conclusion of 43^rd Annual General Meeting till the conclusion of 48^th Annual General Meeting to be held for the Financial Year 2027-28. M/s. Sunil Kumar Gupta & Co., Chartered Accountants have consented to the said appointment and confirmed that their reappointment, if made, would be within the limits specified u/s 141(3)(g) of the Companies Act, 2013. They have further confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of provisions of section 139(1), section 141(2), section 141(2) and section 141(3) of the Act and provisions of the Companies (Audit and Auditors) Rules, 2014.

The Auditors’ Report for the fiscal 2023 does not contain any qualification, reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, as amended, no fraud has been reported by the Auditors of the Company where they have reasons to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company.

8. 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. . Hence company need not to give details related to deposits. There is no non-compliance of the provisions of Chapter V of the Companies Act 2013.

9. PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any amendments thereof, is attached as Annexure A.

10. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

-The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification, expertise and experience for the appointment as a Director.

-The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013.

-The candidate’s appointment as recommended by the Nomination and Remuneration Committee requires the approval of the Board.

-In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis- a-vis the Company so as to enable the Board to discharge its function and duties effectively.

-The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

-The policy can be viewed at company’s website at http://www.pritikaautoindustries.com/nomination-remuneration-policy.pdf

11. CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate of the Secretarial Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V read with Regulation 34(3), of the SEBI (LODR) Regulations, are provided in a separate section and forms part of this Report as Annexure B.

12. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

‘Pritika Engineering Components Ltd.’ the subsidiary of the company was converted into public limited on 21.04.2022.

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of the subsidiary is attached as Annexure C to this Report.

Pritika Engineering Components Limited has come up with an Initial Public Offer of 32,48,000 equity shares of Rs. 10 each on a premium of Rs. 19 per share. The IPO was oversubscribed by 150 times.

Pritika Engineering Components Limited has incorporated a wholly owned subsidiary in the name of Meeta Castings Limited on 16.03.2022, which is a step down subsidiary of the company.

Except as above said, no company has become or ceased to be associates or subsidiary or joint ventures during the year under purview.

13. STATEMENTS OF PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Accounts) Rules, 2014 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the reporting period is attached herewith as Annexure-D.

14. RELATED PARTY TRANSACTIONS

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and forms part of this report as Annexure- E.

15. ANNUAL RETURN

The copy of Annual Return as at 31^st March, 2023, is available on the company’s website at http://www.pritikaautoindustries.com/annual-report.html.

16. SECRETARIAL AUDIT REPORT

As required under section 204(1) of the Companies Act, 2013 and Rules made there under, the Company has appointed Mr. Sushil K Sikka, Prop. S K Sikka & Associates, Company Secretary as Secretarial Auditor of the Company for the Financial Year 2022-23.The Secretarial Audit Report forms part of the Annual Report.

The Copy of Secretarial Audit Report for the Financial Year 2022-23 issued by Mr. Sushil K Sikka, Company Secretary in Practice has been attached and marked as Annexure - F. The Secretarial Auditors’ Report for the fiscal 2023 does not contain any qualification, reservation or adverse remark.

The Secretarial Audit Report of Pritika Engineering Components Ltd., the subsidiary of the company has been attached and marked as Annexure-G.

17. MANAGEMENT DISCUSSION ANALYSIS REPORT

The details forming part of Management Discussion and Analysis Report is annexed herewith to the Board Report as Annexure H.

18. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

During the year under review, there is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations.

However, in the matter of Scheme of Arrangement and application under sections 230 to 232 read with

Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 , made by the company, the Hon’ble National Company Law Tribunal , Bench Chandigarh vide its order dated 29^th June, 2022 as rectified vide order dated 8^th July, 2022 , has directed to hold the meetings of the Shareholders, Secured Creditors and Unsecured Creditors of the company on 10^th September, 2022 through Video Conferencing (VC)/ Other Audio Visual Means (OAVM). The Scheme has been approved by requisite majority by the Shareholders, Secured Creditors and Unsecured Creditors of the company. The hearing in the matter has been completed and the order has been reserved by the Hon’ble NCLT, Bench Chandigarh.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loan, guarantee and investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the financial statements.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Annual Report on CSR initiatives taken during the year is enclosed at Annexure I. The company has also developed a policy on Corporate Social Responsibility which can be viewed at the company’s website at http://www.pritikaautoindustries.com/csr-policv-mav19.pdf.

21. MEETINGS OF BOARD OF DIRECTORS

The Board met seven times during the year, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

22. 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 till the date of this report.

23. CORPORATE ACTIONS DURING THE YEAR 2022-23

During the year, the company on preferential allotment basis, allotted 1,60,00,000 fully convertible warrants to public (non-promoter) category at an issue price of Rs. 19.00 per warrant carrying right exercisable by warrant holders to subscribe to one equity share of face value of Rs. 2.00 each per warrant. The warrants are under lock in up to 15/3/2024.

There was no Corporate action done by the Company during the Financial year 2022-23.

24. COMPOSITION OF COMMITTEES

The Company has complied with the SEBI (LODR) Regulations along with the Companies Act, 2013 with respect to the Composition of the Committees as required therein and the details of which is given under Corporate Governance Report annexed to this Report.

25. BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under Regulation 17(10), 25(4) and other applicable provisions of the SEBI (LODR) Regulations. The manner of evaluation is provided in the Corporate Governance Report.

26. DIRECTORS AND KEY MANAGERIAL PERSONNEL Re-Appointment of Director

Mr. Ajay Kumar (DIN: 02929113) retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

Independent Directors

Independent Directors on your Company’s Board have submitted declarations of independence to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board our Independent Directors possesses requisite qualification, experience and hold high standards of integrity for the purpose of Rule 8(5)(iii a) of the Companies (Accounts) Rules, 2014.

Change in Composition of Board

During the Financial Year 2022-23 there were following change in the composition of Board of Directors:

Mr. Yudhisthir Lal Madan was reappointed as an Independent Director for the second term of three years w.e.f. August 1, 2022.

During the Current year Mr. Subramaniyam Bala, Independent Director has resigned from the Board of Directors due to his pre-occupation and other personal commitments. The Board has appointed Mr. Aman Tandon as an Additional Director in the category of Independent Director w.e.f. 08/11/2023 for a period of three years subject to the approval of the members in the ensuing Annual General Meeting.

Key Managerial Personnel

During the Financial Year under review there was no change in the Key Managerial Personnel.

27. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the financial year ended 31^st March, 2023 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the accounts for the financial year ended 31st March, 2023 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.

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.

28. COST AUDITORS

As per requirement of the Regulation 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, M/s. Khushwinder Kumar & Co., Cost Accountants, (Firm Registration No. 100123) was appointed as Cost Auditor to audit the Cost Accounts of the company for the Financial Year 2022-23.

On the recommendation of Audit Committee, the Board has reappointed M/s. Khushwinder Kumar & Co., Cost Accountants, (Firm Registration No. 100123) as Cost Auditor to audit the Cost Accounts of the company for the Financial Year 2023-24.

As required under the Act, a resolution seeking members’ approval for remuneration payable to the Cost Auditor, forms part of the notice convening the Annual General Meeting for their ratification.

29. INTERNAL AUDITORS

The Board has appointed M/s A. K. Sood & Associates, Chartered Accountants, Chandigarh as Internal Auditors of the Company for financial year 2023-24.

30. COST RECORDS

As specified by the Central government under sub section (1) of section 148 of the Companies Act, 2013, the company has been maintaining cost records.

31. INTERNAL FINANCIAL CONTROLS & RISK MANAGEMENT

Pursuant to the provisions of Section 177(4) & Section 134(3)(n) of the Companies Act, 2013, the Board has developed Internal Finance Control Policy to identify and mitigate risks. The provisions of Regulation 21 of SEBI Listing Regulations 2015 pertaining to Risk Management Committee are not applicable to the company.

32. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the Company has formulated Vigil Mechanism Policy. This policy aspires to encourage all employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behaviors or practices) that affect Company’s interest/image.

33. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The company has complied with the provisions of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details pertaining to complaints are mentioned in the Corporate Governance Report placed at Annexure B.

34. During the year under review no application was made and no proceeding was pending against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) .

35. The accounts of the company with banks and financial institutions are regular. As such, there was no

One Time Settlement with any bank or Financial Institution.

36. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards in the Financial Year 2022-2023.

37. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company is well equipped with adequate internal financial controls. The Company has a continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

38. CODE OF CONDUCT

The Board has laid down a Code of Conduct (“Code”) for Board Members, Managerial Personnel and for Senior Management Employees of the Company. This Code has been posted on the Company''s website at https://www.pritikaautoindustries.com/codes-policies.html. All the Board Members and Senior Management Personnel have affirmed compliance with this code. The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) and Schedule IV to the Companies Act, 2013 via terms and conditions for appointment of Independent Directors, which is a guide to professional conduct for Independent Directors and has been uploaded on the website of the Company.

39. NON-DISQUALIFICATION OF DIRECTORS

All the directors of the Company are non-disqualified and certificate for the same from the Practicing Company Secretary is annexed with the report.

40. POLICY FOR PRESERVATION OF DOCUMENTS

Pursuant to the Regulation 9 of SEBI (LODR), 2015 the Company has maintained the policy of preservation of documents to keep the documents preserve as per Regulation 9(a) & 9(b) of SEBI (LODR), 2015 and the same has been uploaded on the website of the Company on https://www.pritikaautoindustries.com/archival-policy.pdf

41. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION

Satellite Corporate Services Pvt. Ltd.

Regd. Office: A 106 & 107, Dattani Plaza, East West Compound,

Andheri Kurla Road, Safed Pool Sakinaka, Mumbai - 400072.

Tel : [phone]

Email Id: [email protected] [email protected] Website: www.satellitecorporate.com

42. ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

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Mar 31, 2018

DIRECTORS REPORT

Dear Shareholders,

The Directors have pleasure in presenting their 38th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 3T'' March, 2018.

1. FINANCIAL RESULTS;

The Financial results are briefly indicated below:

__ (In Lakhs)_

Particulars	Standalone	Consolidated
	2017-18	2017-18
Net Turnover	127.88	17065.69
Profit before Interest, Depreciation and Tax (PB1DT)	84.15	2536.31
Less: Depreciation	0.17	568.04
Profit before Interest and Tax (PBIT)	83.98	1968.27
Interest	0.11	559.39
Profit before Tax Expenses	83.87	1408.88
Tax Expenses	23.14	302.39
Profit after Tax	60.73	1106.49

2. REVIEW OF OPERATIONS:

The Company has made profit of Rs. 60.73 Lakhs during the financial year. The Consolidated figures reflect a profit after tax Rs. 1106.49 Lakhs for the Financial year ended 31.03.2018 as against Rs. 424.08 lakhs during the previous year. It shows a significant rise of 160.91% in the revenue generated by the Company as compared to the previous Financial Year. The year has proved to be very productive and significant for the Company as the Company has achieved much higher than expected targets and has witnessed remarkable growth in terms of production and revenue generation. The overall grow th of the Company is expected to increase at a rapid pace in the near future as the Company is endeavoring and expanding its business on a larger scale.

3. AMALGAMATION OF SUBSIDIARY COMPANIES:

A Joint Petition under Sections 230 to 232 read with Section 52, 66 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 has been filed before the Hon’ble National Company Law Tribunal, Chandigarh Bench at Chandigarh for Amalgamation of Pritika Autocast Limited (‘the First Transferor Company’) and Nibber Castings Private Limited (the Second Transferor Company) WITH Pritika Auto Industries Limited (‘the Transferee Company’). The Scheme of Amalgamation has been approved by the Secured and Unsecured Creditors of the transferor companies in their meeting convened by the NCLT. The consent of the shareholders of the transferor companies has also been obtained. The members of the company have also approved the Scheme of Amalgamation in their meeting convened by NCLT. The matter is pending before the NCLT for hearing.

4. DIVIDEND:

Based on the Company’s performance, the Directors are pleased to recommend for approval of the members a final dividend of 20 paise per share for FY18. The final dividend on equity shares, if approved by the members, would involve a cash outflow of 42.34 Lakhs, including dividend distribution tax resulting in a payout of 69.72% of the unconsolidated profits of the Company.

5. AUDITORS & AUDITORS REPORT:

M/s. Koshal & Associates., Chartered Accountants, the statutory auditors of the company who were appointed as Statutory Auditors in the 36^th Annual General Meeting of the company for a period of Five years, have shown their unwillingness to continue as Statutory Auditors of the company and have resigned from the position of statutory auditors of the company w.e.f. the conclusion of this Annual General Meeting. The Board of Directors, have recommended appointment of M/s. Sunil Kumar Gupta & Co., Chartered Accountants, as Statutory Auditors of the company for a period of 5 years, commencing from die conclusion of this 38^th AGM till the conclusion of the 43^rd AGM. M/s. Sunil Kumar Gupta & Co., Chartered Accountants, have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Auditors’ Report for the fiscal 2018 does not contain any qualification, reservation or adverse remark. Further, in terms of section 143 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, as amended, no fraud has been reported by the Auditors of the Company where they have reasons to believe that an offence involving fraud is being or has been committed against the company by officers or employees of the company.

6. 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.

7. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to the remuneration and other details as required under the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and any amendments thereof, is attached as Annexure A.

8. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

-The Nomination & Remuneration Committee identifies and ascertains the integrity, qualification, expertise and experience of the person for appointment as Director and ensures that the candidate identified possesses adequate qualification, expertise and experience for the appointment as a Director.

-The Nomination & Remuneration Committee ensures that the candidate proposed for appointment as Director is compliant with the provisions of the Companies Act, 2013.

-The candidate’s appointment as recommended by the Nomination and Remuneration Committee requires the approval of the Board.

-In case of appointment of Independent Directors, the Nomination and Remuneration Committee satisfies itself with regard to the independent nature of the Directors vis- a-vis the Company so as to enable the Board to discharge its function and duties effectively.

-The Nomination and Remuneration Committee ensures that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

9. CORPORATE GOVERNANCE:

Report on Corporate Governance and Certificate of the Auditors of your Company regarding compliance of the conditions of Corporate Governance as stipulated in Schedule V read with Regulation 34(3), of the SEBI (LODR) Regulations, are provided in a separate section and forms part of this Report as Annexure B.

10. SUBSIDIARIES:

Your Company in Previous year 2016-17 has acquired two Companies namely Pritika Autocast Limited and Nibber Castings Private Limited by way of purchasing 100% of their Equity shares and making them wholly own subsidiaries.

The Company has formed a wholly owned subsidiary in the name of "Pritika Engineering Components Pvt. Limited", in February, 2018 which has acquired the assets (Land, Building & Machinery) of unit No: 2 of Amrit Duraparts Pvt. Ltd located at Village Simbli on Phagwara - Hoshiarpur Road, Punjab. The newly acquired foundry has a capacity of 12,000 tons per annum. With this acquisition, the total installed capacity of the Company has increased to 50,000 tons per annum in Financial Year 2018, enabling the Company to achieve its vision of Financial Year 2020 well ahead of time.

In accordance with the provisions of Section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries is attached as Annexure C to this Report.

11. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS)

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the reporting period is attached herewith and marked as Annexure-D.

12. RELATED PARTY TRANSACTIONS:

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure in Form AOC-2 and the same forms part of this report. ANNEXURE- E.

13. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure to the Board Report. ANNEXURE F.

14. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed Mr. Jaymin Modi, Company Secretary as Secretarial Auditor of the Company for the financial Year 2017-18.The Secretarial Audit Report forms part of the Annual report as Annexure to the Board''s Report.

The Copy of Secretarial Audit Report for the Financial Year 2017-18 issued by Mr. Jaymin Modi, Company Secretary in Practice has been attached and marked as Annexure - G. The Secretarial Auditors’ Report for the fiscal 2018 does not contain any qualification, reservation or adverse remark.

15. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The details forming part of Management Discussion and Analysis Report is annexed herewith as Annexure to the Board Report. Annexure H.

16. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loan, guarantee and investment covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the financial statements.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

19. MEETINGS OF BOARD OF DIRECTORS:

The Board met 10 times during the year, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

20. 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.

21. CORPORATE ACTIONS DURING THE YEAR 2017-18

During the Financial Year 2017-18, the Company made several Corporate Actions the details of which are as below:

EXTRA-ORDINARY GENERAL MEETING

The Company conducted Extra-Ordinary General Meeting on 08^th December, 2017 in order to seek the approval of the Shareholders for the following matters:

- Increase in Authorized Share Capital of The Company

- After receiving the assent from the Shareholders, the Company increased its Authorized Capital from Rs. 15.00.00.000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 20,00,00,000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs.10/- (Rupees Ten) each."

- Alteration of Memorandum of Association of The Company.

- After receiving the assent from the Shareholders, the Company altered the then existing Clause V of the Memorandum of Association reflecting the Authorised Share Capital of the Company to Rs.

20.00.00.000/- (Rupees Twenty Crores only) divided into 2,00,00,000 (Two Crore) Equity Shares of Rs.10/- (Rupees Ten) each.

- Issue of Equity Shares on Preferential Basis.

- The Company came out with another Preferential Issue in the Financial Year 2017-18. The details of which are as under:

a. Issued 3,50,000 (Three Lakhs Fifty Thousand ) fully paid-up Equity Shares of Rs.10/- each at a premium of Rs. 64.10/-of the Company, to the Promoters namely Pritika Industries Limited for cash.

b. Issued 3,25,000 (Three Lacs Twenty Five Thousand) fully paid-up Equity Shares of Rs.10/- each at a premium of Rs. 64.10/- of the Company, to the Promoters namely Mr. Harpreet Singh Nibber (2,15,000 Equity Shares) and Mr. Raminder Singh Nibber ( 1,10,000 Equity shares) by way of Preferential allotment basis, on conversion of outstanding Unsecured Loan into Equity shares (i.e. in lieu of conversion of Loan into Equity shares).

c. Issued 3,34,25,00 fully paid-up Equity Shares of Rs.10/- each at a premium of Rs. 64.10/-of the Company, to Public (NRIs and Indian Inhabitants) for cash.

22. COMPOSITION OF COMMITTEES:

The Company has complied with the SEBI (LODR) Regulations along with the Companies Act, 2013 with respect to the Composition of the Committees as required therein and the details of which is given under Corporate Governance Report annexed to this Report.

23. BOARD EVALUATION:

The Board of Directors have carried out an annual evaluation of its own performance, its various committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under Regulation 17(10), 25(4) and other applicable provisions of the SEBI (LODR) Regulations. The manner of evaluation is provided in the Corporate Governance Report.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A RE-APPOINTMENT OF DIRECTOR:

Mr. Raminder Singh Nibber (DIN: 00239117) retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

B. INDEPENDENT DIRECTORS:

Independent Directors on your Company’s Board have submitted declarations of independence to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

C. CHANGE IN COMPOSTION OF BOARD:

During the Financial Year 2017-18, there was re-composition of the Board the details of which are as under:

1. CESSATION:

- Mr. Chetan Shinde (Managing Director) - w.ef30.05.2018

- Mr. Harish Agrawal (Executive Director) - w.e.f30.05.2018

- Mr. Bhushan Adhatrao (Independent Director) - w.e.f30.05.2018

- Mr. Krishan Agrawal (Independent Director) - w.e.f30.05.2018

- Mrs. Sapna Khandelwal (Independent Director) - w.ef28.01.2018

2. APPOINTMENT:

- Mr. Harpreet Singh Nibber (Managing Director) - w.e.f30.05.2018

- Mr. Raminder Singh Nibber (Chairman - Non-executive Director) - w.e.f30.05.2018

- Mr. Neeraj Bajaj (Independent Director) - w. ef30.05.2018

- Mr. Ajay Kumar (Executive Director) - w. e.f01.08.2018

- Mr. Yudhisthir Lal Madan (Independent Director) - w. ef01.08.2018

* Mrs. Neha was appointed as an Additional Director w.e.f. 24.04.2018

D. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

i. Mr. Harpreet Singh Nibber -Managing Director

ii. Mr. Vedant Bhatt - Company Secretary & Compliance Officer

iii. Mr. Ramesh Chander Saini - Chief Financial Officer (appointed w.ef 30.08.2018)

25. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31^st March, 2018 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and,

d) The Directors had prepared the accounts for the financial year ended 31^st March, 2018 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.

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.

26. INTERNAL AUDITORS:

The Company has re-appointed M/s. Chetal Vikesh & Associates, Chartered Accountants, as Internal Auditor of the Company for financial year 2018-19.

27. COST RECORDS:

The company is not required to maintain Cost Records as specified by the Central government under sub section (1) of section 148 of the Companies Act, 2013.

28. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Board of Directors has developed and implemented an adequate Risk Management Policy, which lays down the procedure to identify, monitor and mitigate the key elements of risk that threaten the existence of the Company. The risk assessment is not limited to threat analysis, but also identifies potential opportunities.

29. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behavior in all its operations, the Company has formulated Vigil Mechanism Policy. This policy aspires to encourage all employees to report suspected or actual occurrence of illegal, unethical or inappropriate events (behaviors or practices) that affect Company’s interest/image.

30. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Company strongly believes in providing a safe and harassment-free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavor of the Management of the Company to provide an environment to all its employees that is free from discrimination and harassment, including sexual harassment. There is no woman employee in the company. However the company has complied with the provisions of Internal Complaints Committee under the Sexual Harassment of women at workplace (prevention, prohibition and redressal) Act,2013.

During the year ended 31^st March, 2018, no complaint pertaining to sexual harassment was received by the Company.

31. CHANGE IN REGISTRAR & SHARE TRANSFER AGENT:

During the year 2017-18 the Company changed its Registrar & Share Transfer Agent from M/s Adroit Corporate Services Pvt.Ltd. situated at 17-20, Jafferbhoy Ind. Estate,1st Floor, Makhwana Road, Marol Naka, Andheri (E), Mumbai 400059, India to M/s Satellite Corporate Services Pvt. Ltd. Situated at Unit No. 49, Bldg. No. 13-A-B, 2nd Floor Samhita Commercial Co-Op. Soc. Ltd. Off. Andheri Kurla Lane, MTNL Lane Sakinaka, Mumbai -400072.

The shareholders of the Company are requested to take the note of the same and contact at the above mentioned new RTA address. The contact details of our new RTA is as under:

Tel : [phone] Fax No.: 022-28511809 Email: [email protected],[email protected],

Website: www.satellitecorporate.com

32. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

By Order of the Board

For Pritika Auto Industries Limited

Sd/-

Mr. Raminder Singh Nibber

Chairman

Date: 11.08.2018

Place: Mohali

---

Mar 31, 2016

DIRECTORS'' REPORT

Dear Shareholders,

The Directors have pleasure in presenting their 36^th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2016.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

Particulars	Financial Year	Financial Year
	2015-16	2014-15
Total Income	59,74,832	47,69,142
Total Expenditure	50,90,234	36,70,905
Profit/(Loss) before Taxation	8,84,598	10,98,238
Profit/ (Loss) after Taxation	6,10,674	5,60,559

2. REVIEW OF OPERATION:

The Company has made profit of Rs. 6,10,674/- during the financial year. Your Director expects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

With a view to utilize the profit for future expansion, your Directors are of the opinion not to distribute the profit as dividend amongst the members of the Company.

4. 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.

5. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Company has no such employees.

6. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Company has given loans covered under the provisions of section 186 of the Companies Act, 2013 and in line with the approval taken from the shareholders in the previous AGM. The details of the Loans given is mentioned under the schedules annexed to Balance Sheet

7. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

8. RELATED PARTY TRANSACTIONS :

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure in Form AOC-2 and the same forms part of this report. ANNEXURE B

9 NUMBER OF MEETINGS:

The Board has met Four times during the financial year, the details of which are as under: 30^th May 2015, 14^th August 2015, 09^th November 2015, 12^th February 2016.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

10 COMPOSITION OF COMMITTEES:

During the F.Y 2015-16, Four Audit Committee Meetings, Four Stakeholder Grievance Committee Meetings, and One Nomination And Remuneration Committee Meeting were held and the Composition as on 31.03.2016 is as below:

AM	(DIT COMMITTEE
Mr .Bhushan Adhatrao	Chairman & Independent Director
Mr. Krishan Agrawal	Member & Independent Director
Mrs. Sapna Khandelwal	Member & Independent Director

STAKEHOLDER GRIEVANCE COMMITTEE
Mr .Bhushan Adhatrao	Chairman & Independent Director
Mr. Krishan Agrawal	Member & Independent Director
Mrs. Sapna Khandelwal	Member & Independent Director

NOMINATION AND REMUNERATION COMMITTEE
Mrs. Sapna Khandelwal	Chairman & Independent Director
Mr. Krishan Agrawal	Member & Independent Director
Mr .Bhushan Adhatrao	Member & Independent Director

11. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 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, and Stakeholder''s Relationship Committees.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. RE-APPOINTMENT OF DIRECTOR:

Mr. Harish Agrawal who retires by rotation being eligible offers himself for re-appointment at the ensuing Annual General meeting.

B. INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchanges. None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013.As required by law, this position is also reflected in the Auditors'' Report.

C. CESSATION OF DIRECTOR:

During the F.Y. 2015-16, Mr. Radheshyam Agrawal resigned from the post of Independent Director on the Board of Directors of the Company w.e.f. 01.02.2016. The Board placed on record its appreciation for the assistance and guidance provided by Radheshyam Agrawal during his tenure as an Independent Director of the Company.

D. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

(i) Mr. Chetan Shinde - Managing Director

(ii) Mr. Vedant Bhatt - Company Secretary & Compliance Officer

(iii) Mr. Harish Agrawal - Chief Financial Officer (appointed w.e.f 13.08.2016)

13. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable.

14. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2016 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2016 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.

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.

15.AUDITORS & AUDITORS REPORT:

The Board put forward the appointment of M/s. Koshal & Associates, Chartered Accountants, as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Arpan Chudgar & Associates, Chartered Accountants who has also given their consent to act as a Statutory Auditor for the year 2016-17.

Necessary Resolution of their Appointment has been proposed in the Notice of Annual General Meeting for the consideration of the Members of the Company.

16. INTERNAL AUDITORS :

The Company has re-appointed Mr. Ashvin Thumar, Chartered Accountants, and Mumbai, as internal auditor of the Company for financial year 2016-17.

17. STATEMENTS OF PARTICULARS UNDER COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988:

Information in accordance with the provisions of Section 134 (3)(m) of the Act read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo during the reporting period is attached herewith and marked as Annexure - A.

18. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made there under the Company has appointed Mr. Rajvirendra Singh Rajpurohit, Company Secretary as Secretarial Auditor of the Company for the financial Year 2015-16. The Secretarial Audit Report forms part of the Annual report as Annexure to the Board''s Report. This report contains a qualification as mentioned below:

"The Company has not published notice of meeting of Board of Directors and its quarterly results in newspapers as required under Regulation 47 (a) and (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the June''15 and September''15 Quarter during the period under review.

The Company has been properly complying with the above provisions since it has got listed on BSE Ltd.

The Copy of Secretarial Audit Report for the Financial Year 2015-16 issued by Mr. Rajvirendra Singh Rajpurohit, Company Secretary in Practice has been attached with this mail and marked as Annexure - C.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure to the Board Report. ANNEXURE B

21. IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The Company has formulated a policy and process for risk Management. The Company has set up a core group of leadership team, which identifies, assesses the risks and the trends, exposure and potential impact analysis at different level and lays down the procedure for minimization of risks. Risk Management forms an integral part of Management policy and is an ongoing process integrated with the operations.

Company has identified various strategic, operational and financial risks which may impact Company adversely. However management believes that the mitigation plans for identified risks are in place and may not threaten the existence of the Company.

22. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

23. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

(I) Calcutta Stock Exchange (ii) Bombay Stock Exchange Limited (BSE Ltd.)

The shares of the Company i.e.46,92,500 Equity Shares of Rs. 10/- got listed on Bombay Stock Exchange Limited (BSE Ltd) through Direct Listing route and got the Trading Approval from BSE Ltd with effect from 29th September, 2015.

24. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, report on Corporate Governance is not applicable as the Company is not falling within the prescribed ambit as mentioned there in since the paid up Share Capital of the Company is Rs. 4,69,25,000/- (Four Crore Sixty Nine Lakhs, Twenty Five Thousand Only) and Net worth is 4,63,91,193/-(Four Crore Sixty Three Lakhs Ninety One Thousand One Hundred Ninety Three Only).

25. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The details forming part of Management Discussion and Analysis Report is annexed herewith as Annexure to the Board Report. ANNEXURE D.

26. DEMATERILISATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No. INE583R01011 has been allotted for the Company. 84.63% of the Company''s Paid-up Share Capital is in dematerialized form as on 31st March, 2016 and balance 15.37% is in physical form.

Further the Company does not have any Equity shares lying in the Suspense Account.

27. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support

By Order of the Board

For Shivkrupa Machineries And Engineering Services Limited

Registered Office:

Old Motor Stand, Sd/-

Itwari, Mr. Chetan Shinde

Nagpur - 440008 Managing Director

CIN: L45208MH1980PLC022506 Din : 06996605

Date: 13.08.2016

Place: Mumbai