Porwal Auto Components Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have immense pleasure in presenting 33^rd (Thirty Third) Boards’ Report of
Porwal Auto Components Ltd, together with the Audited Financial Statements for the year
ended 31^st March, 2025.

1. PERFORMANCE OF THE COMPANY

The financial highlights and summarized financial results of the Company are given below:

(Rupees in lakhs)

Particulars	As on 31.03.2025	As on 31.03.2024
Revenue from operations	14044.67	14638.52
Other Income	15.20	42.89
Total Expenses [excluding interest & depreciation)	13469.4	13617.27
Profit before Interest, Depreciation & Tax	590.47	1064.14
Less: Depreciation	538.10	578.74
Less:Interest	33.05	49.16
Less: Exceptional items	0.00	-26.42
Profit / (Loss) Before Tax	19.32	462.66
Less: T ax Expenses
Current Tax	03.23	77.23
Deferred Tax	0.00	0.00
Net Profit / (Loss) after Tax	16.09	385.43
Add: Amount brought forward from Last Year	1474.46	1,089.10
Balance carried forward to Balance Sheet	1490.55	1474.53
Appropriations:
Income T ax/Wealth tax of earlier years	0.00	0.07
Balance carried forward to Balance Sheet	1490.55	1474.46

Your Company’s financial statements for the year ended 31^st March, 2025 are the financial
statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting
Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as
applicable.

During the year under review the Company has reported a turnover of Rs. 14044.67 Lacs against
the turnover of Rs. 14,638.52 Lacs in the previous year. The overall expenses of the Company have
also decreased from Rs. 13617.27 Lacs to Rs. 13469.4 Lacs. The Company has incurred a net profit
of Rs. 16.09 Lacs as compared to net profit of Rs. 385.43Lacs in the previous year. Your Company is
trying their best to uplift the profit in the coming period.

2. OPERATIONS AND FUTURE OUTLOOK

The global automotive components manufacturing industry is poised for continued growth,
driven by increasing demand for high-quality, durable parts, particularly in iron casting and
other foundry-based processes. As the automotive, railway, and defense sectors expand their
infrastructure and modernization efforts, the need for precision-engineered castings has never
been greater. Cast components, especially those manufactured through advanced techniques
such as Lost Foam Casting, are essential in delivering the strength, durability, and performance
required by these industries. Globally, manufacturers are focusing on improving production
efficiency and component quality to meet the rising demand for complex, high-performance
parts that meet stringent industry standards.

In India, the manufacturing sector is undergoing a significant transformation, supported by
government initiatives like the Production Linked Incentive (PLI) Scheme. This scheme has
unlocked new opportunities in key sectors such as automotive, railways, and defense, where
there is an increasing demand for high-quality, cost-effective components. With the Indian
automotive industry set to nearly triple vehicle sales by 2026, the need for reliable automotive
parts—many of which rely on iron casting and other foundry-based processes—will surge.
Similarly, the railway modernization and defense sector growth create significant demand for
specialized castings used in critical infrastructure projects and high-performance military
applications.

For our company, which specializes in iron casting and Lost Foam Casting, the future holds
tremendous promise. Our investment in advanced casting technologies such as Lost Foam
Casting positions us at the forefront of innovation in the manufacturing of high-precision
components. This technology enhances our ability to produce complex parts with superior
dimensional accuracy, surface finish, and reduced machining requirements, which are essential
for meeting the high standards demanded by the automotive, railway, and defense sectors.

As part of our long-term sustainability strategy, the company has also invested in solar power
generation for captive use, reinforcing our commitment to clean energy and cost optimization.
This initiative not only supports our environmental goals but also enhances our energy self¬
reliance and operational stability. We see strong potential in further expanding this capability in
the future, aligning with broader industry trends toward greener, more sustainable
manufacturing practices.

Looking ahead to 2026 and beyond, our strategic priorities include expanding our global market
presence by increasing exports of high-quality cast components. By focusing on testing castings
for international markets, we aim to diversify our customer base and secure long-term contracts
with international OEMs (Original Equipment Manufacturers) and Tier-1 suppliers. Our
continuous investment in state-of-the-art manufacturing processes ensures that we remain
competitive by improving operational efficiency, reducing costs, and maintaining the highest
product quality standards.

Additionally, the modernization of India’s railways and the continued growth of the defense
sector present significant opportunities for the company to increase its participation in
infrastructure and defense projects. Our expertise in manufacturing high-performance,

precision castings positions us as a trusted partner for these critical sectors, which require
components that meet rigorous performance and durability standards.

In conclusion, as we look towards 2026 and beyond, our company is well-positioned to benefit
from the growing demand for high-quality, precision-cast components in the automotive,
railway, and defense sectors. Through our continued focus on advanced casting technologies,
market expansion, and operational excellence, we are confident in our ability to drive long-term
growth and value for our stakeholders.

3. STATE OF COMPANY''S AFFAIRS

Discussion on state of Company’s affair has been covered as part of the Management
Discussion and Analysis. Management Discussion and Analysis for the year under review, as
stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is presented in a separate section forming a part of this Annual Report.

4. CAPITAL STRUCTURE & STOCK OPTIONS

During the Financial Year 2024-25, there was no change in the capital structure of the Company.

> Authorized Share Capital

The authorized share capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crores)
divided into 20,00,00,00(Two Crore) Equity Shares of Rs. 10/- each.

> Paid Up Share Capital

The paid-up equity share capital of the Company is Rs. 15,10,00,000 /- (Rupees Fifteen
Crores Ten Lakhs Only) divided into 15,10,00,00(Rupees One Crore Fifty One Lakhs Only)
Equity Shares of Rs. 10/- each.

During the year under review, the Company has not issued shares with differential voting
right neither granted stock option nor sweat equity. Further, the Company not issued any
debenture bonds and any non-convertible securities. The Company’s equity shares are listed
with the Bombay Stock Exchange Limited.

• Issue of Equity Shares with Differential Rights:

During the period under review, the Company has not issued any Equity Shares with
Differential Rights.

• Issue of Employee Stock Options:

During the period under review, the Company has not issued any Employee Stock
Options as stated in Rule 12(9) of Companies (Share Capital and Debenture
Rules,2014) read with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021

• Issue of Sweat Equity Shares:

During the period under review, the Company has not issued any sweat equity shares
as specified in Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014)
read with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

5. TRANSFER TO RESERVES, IF ANY

During the year under review, there was no amount transferred to any of the reserves of the
Company.

6. DIVIDEND

Your Directors have not recommended any Dividend for the year under review.

7. TRANSFER OF UNCLAIMED DIVIDEND/ SHARES TO INVESTOR EDUCATION &
PROTECTION FUND AUTHORITY

During the Financial Year 2024-25 and in pursuance to the provisions of Section 124(5) read
with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, the Company is required to transfer the unclaimed and unpaid dividends
amount for the year 2017-18 on the due date as specified in the Notice of the AGM to the
Investors Education and Protection Fund (“IEPF”) Account established by the Central
Government.

An amount of Rs. 277639.50/- in respect of unpaid/unclaimed dividend declared for the FY
2016-2017 was transferred to the Investor Education and Protection Fund Authority by the
Company during the year ended 31^st March, 2025. The details of dividend amount transferred to
IEPF are available on the Company’s website at web link

https://www.porwalauto.com/investor.html.

Further, pursuant to the provisions of Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which
dividend remains unclaimed for seven consecutive years or more shall be transferred to IEPF
account after giving due notices to the concerned shareholders. The Company has uploaded full
details of such shareholders and shares due for transfer to IEPF Authority on its website at
https://www.porwalauto.com/investor.html. The Company had sent individual notices and also
advertised in the newspapers seeking action from the Members who have not claimed their
dividends for seven consecutive years or more. Mr. Shailesh Jain is appointed as the Deputy
Nodal Officer for coordinating with the Investor Education and Protection Fund (IEPF)
Authority and for smooth functioning in relation to the same.

8. DEPOSITS

During the year under review, the Company did not accept any deposits within the meaning of
provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014. Further, the Company has not accepted any deposit or loans in
contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made
there under.

9. MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR

During the Financial Year 2024-25, the Company has amended its Main Object Clause in the
Memorandum of Association. This amendment was authorized through the passing of a Special
Resolution by the members of the Company through Postal Ballot, in accordance with Section
110 of the Companies Act, 2013. The amendment has been duly approved by the Registrar of
Companies (ROC) and the Ministry of Corporate Affairs (MCA), as required under the applicable
provisions of the Act.

Subsequent to the end of the financial year, the Board of Directors has considered and approved
a proposal to amend the Articles of Association (AOA) and the Memorandum of Association
(MOA) of the Company, including the adoption of a new set of MOA, to align with the provisions
of the Companies Act, 2013, in the Board meeting held on 13^th August, 2025. The said proposals
will be placed before the members for their approval at the ensuing Annual General Meeting
(AGM).

10. SUBSIDIARY, ASSOCIATE COMPANIES OR IOINT VENTURE

The Company does not have any subsidiary, joint venture or associate Company.

11. ANNUAL RETURN

Pursuant to provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read
with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended
from time to time, the Annual Return of the Company can be accessed at Company’s website at
weblink http://www.porwalauto.com/Other-shareholder-information.html

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the year ended 31^st March, 2025, the Board of Directors comprised of two Executive directors
and four Non-Executive Independent Directors including one Woman Director. The Company
has one Chief Financial Officer and a Company Secretary.

The details of changes in the directors and KMP are as follows:

Retire By Rotation

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of
Association of the Company, Mr. Mukesh Utsavlal Jain (DIN: 00245154) as Whole-Time Director,
retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual
General Meeting.

Changes in the Board during the financial year 2024-25:

Mr. Surendra Jain ceased to hold the position of Whole Time Director and Chairman of the
Company with effect from 16^th October, 2024, due to his untimely and unfortunate demise on
the same day. He was a founding pillar of the Company, whose visionary leadership, deep
industry knowledge, and unwavering dedication played a pivotal role in the Company’s growth
and strategic direction over the years. The Board of Directors places on record its heartfelt
condolences to his family and acknowledges with deep gratitude the exceptional guidance and
wisdom he imparted throughout his tenure. His legacy will continue to inspire and shape the
Company’s journey forward.

Mrs. Rajni Jain, Independent Non-Executive Director, completed her second term as an
Independent Director of the Company and, in accordance with the provisions of the Companies
Act, 2013 and applicable regulations, ceased to be a Director of the Company with effect from
the close of business hours on 29^th March, 2025. The Board places on record its sincere
appreciation for the valuable contributions, guidance, and independent insights provided by
Mrs. Jain during her tenure on the Board.

In order to ensure smooth transition in the Board positions, pursuant to the recommendation of
Nomination, Remuneration and Compensation Committee (NRCC), the Board of Directors of the
Company at its meeting held on 21^st August 2024 approved appointment of Mrs. Shalu Anand

(DIN: 10738711) as Non- Executive Independent Directors of the Company for a first term of
two consecutive years from August 21, 2024 till August 20, 2029, Further, her appointment as
Non- Executive Independent Directors of the Company was also approved by the members of
the Company in the 32^nd AGM held on 27^th September, 2024.

Changes in the Board subsequent to the financial year 2024-25:

After the unfortunate loss of Mr. Surendra Jain, Whole Time Director & Chairman of the
Company and in alignment with the Company’s commitment to continuity, stability, and
strategic growth, and in recognition of his proven leadership, vast experience, and continued
dedication to the Company’s values and vision, the Board of Directors, at its meeting held on
13^th August 2025 has appointed Mr. Mukesh Utsavlal Jain as the Chairman of the Company. He
will continue to serve concurrently in his existing role as Whole-Time Director."

Further, the Board has considered and approved the re-appointment of Mr. Mukesh Utsavlal
Jain (DIN: 00245111) as Whole-Time Director, designated as Chairman of the Company in the
Board Meeting dated 13^th August, 2025, for a further term of three years commencing from
August 1, 2026 to July 31, 2029, subject to approval by the members at the ensuing 33^rd Annual
General Meeting.

Furthermore, the Board has considered and approved the re-appointment Mr. Devendra Jain
(DIN-00232920) as Managing Director of the Company in the Board Meeting dated 13th August,
2025, for a further term of three years commencing from August 1, 2026 to July 31, 2029,
subject to approval by the members at the ensuing 33^rd Annual General Meeting.

KEY MANAGERIAL PERSONNEL

In pursuance of the provisions of Section 2(51) and Section 203 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, Mr. Mukesh Utsavlal Jain, Chairman & Whole-Time Director, Mr. Devendra Jain (DIN-
00232920) as Managing Director, Mr. Shailesh Jain and Ms. Hansika Mittal are the Chief
Financial Officer (CFO) and Company Secretary (CS)of the Company respectively.

Independent Directors:

The Independent Directors on the Board of the Company comprise of Mr. Mohit Handoo, Mr.
Naveen Kumar Dhiman, Mr. Gautam Chand Kothari & Mrs. Shalu Anand.

13. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

a. Board Meetings: During the year under review the Board has met 8 (eight) times viz 28^th
May, 2024; 01^st August, 2024; 13^th August, 2024; 21^st August, 2024; 12^th November,
2024; 19^th December, 2024; 17^th January, 2025 and 04^th February, 2025 .The details of
meetings of the Board and the attendance of Directors are provided in the Corporate
Governance Report.

b. Committee Meetings: During the year under review, the Committees duly met and the

details of the Meetings held and attendance of the Directors at such Meetings, are provided
in the Corporate Governance Report.

c. Separate Meeting of Independent Director: During the year under review, a separate

meeting of Independent Directors was held on 20^th March, 2025.

14. PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013 and Regulation 17(10)
& 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 05^th
January, 2017, the Nomination and Remuneration Committee of the Company has defined the
evaluation criteria and procedure for the Performance Evaluation process for the Board, its
Committees and Directors.

The Board of Directors has carried out an Annual Performance Evaluation of its own
performance, Independent Directors, the Directors and the Committees. The performance
evaluation of the Chairman and the Non Independent Directors was carried out by the
Independent Directors, who also reviewed the performance of the Board as a whole. The criteria
on the basis which the evaluation has been carried out are explained in the Corporate
Governance Report.

The performance of the Board was evaluated by the Board after seeking inputs from all the
Directors on the basis of criteria such as board composition and structure, effectiveness of
board processes, information and functioning, etc. as provided by the Guidance Note on Board
Evaluation issued by the Securities and Exchange Board of India.

The Performance of the Committee was evaluated by the Board after seeking inputs from the
committee members on the basis of criteria such as the composition of the committee,
effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration
Committee reviewed the performance of individual director on the basis of criteria such as the
contribution of the individual directors to the board and committee meeting like preparedness
on the issues to be discussed, meaningful and constructive contribution and inputs in meeting,
etc.

15. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given declarations that they meet the
criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b)
of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations”) and that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their ability
to discharge duties with an objective independent judgement and without any external
influence.

Further, they are not debarred from holding the office of director pursuant to any SEBI order or
any such other authority. All the Independent Directors of the Company have registered
themselves in the data bank maintained with the Indian Institute of Corporate Affairs and have
confirmed their compliance with Rule 6 of the Companies (Appointment & Qualification of
Directors) Rules, 2014.

In the opinion of the Board, all independent directors possess strong sense of integrity and
having requisite experience, qualifications and expertise as well as they are independent of the
management and has no pecuniary relationship or transactions with the Company, other than
sitting fees, commission and reimbursement of expenses, if any.

Pursuant to the provisions of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the
Board of Directors affirms that, in its opinion, Mrs. Shalu Anand, who was appointed as an
Independent Director during the financial year 2024-25, is the person of integrity, and possess
relevant expertise, experience, and proficiency, as required for the role of an Independent

Director. The Board has evaluated his background, qualifications, and track record and is
satisfied with his professional competence and ethical standards.

Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section
164 of the Companies Act, 2013. The Board appraised the same and found that none of the
director is disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary has been obtained who certified that
none of the directors of the Company disqualified for holding office as director of the Company
is enclosed with this Board Report.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies
Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the Annual Accounts for the Financial Year ended on 31^st March, 2025,
the applicable Accounting Standards have 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 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 for the
year ended on that period.

c. The Directors have 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 frauds and other
irregularities.

d. The Directors had prepared the annual accounts on a going concern basis.

e. The Directors have 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 have devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

17. COMMITTEES OF THE BOARD OF DIRECTORS

Your Company has 3 (Three) committees which have been constituted as a part of the good
corporate governance practices and the same are in compliance with the requirements of the
relevant provisions of applicable laws and statutes. Your Company has an adequately qualified
and experienced Audit Committee with Mr. Gautam Chand Kothari (Chairperson), Mr. Mohit
Handoo and Mr. Naveen Kumar Dhiman, as Members. The recommendations of the Audit
Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

i. Nomination and Remuneration Committee

ii. Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held
and attendance of the Directors at such Meetings of the relevant Committees are given in detail
in the Report on Corporate Governance of the Company which forms part of this Report.

18. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination
and Remuneration Committee has formulated a policy relating to the remuneration for the
Directors, key managerial personnel (KMP) and other employees which was approved and
adopted by the Board. The policy is available on the website of the Company at
http://www.porwalauto.com/Other-shareholder-information.html.

Other Policies:

The other policies adopted by the Company pursuant to the provisions of the Companies Act,
2013 and SEBI Regulations are placed on the Company’s website at
http://www.porwalauto.com/Other-shareholder-information.html.

19. AUDITORS:

a. STATUTORY AUDITOR

Pursuant to the provisions of section 139 of the Act and the rules framed there under, at the 30 ^th
Annual General Meeting held on 28^th September 2022, of M/S. HN Jhavar and Co., Chartered

Accountants, Indore (ICAI Firm Registration Number: 000544C) were appointed as Statutory
Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be
held in the calendar year 2027.

The Company has received a certificate from the Statutory Auditors confirming their eligibility
and willingness for their appointment and affirmation that the appointment is in accordance
with Section 139 read with Section 141 of the Act.

In accordance with Notification No. GSR 432(E) issued on 07^th May, 2018 by the Ministry of
Corporate Affairs the appointment of statutory auditors is not required to be ratified at every
Annual General Meeting.

EXPLANATION TO AUDITOR''S REMARK

The Auditors in their report have referred to the notes forming part of the Accounts which are
self-explanatory and does not contain any qualification, reservation or adverse remark or
disclaimer.

REPORTING OF FRAUD BY STATUTORY AUDITORS

There was no fraud in the Company, which was required to be reported by statutory auditors of
the Company under sub-section (12) of section 143 of Companies Act, 2013.

b. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mrs. Shraddha Jain, Practicing Company Secretary, to conduct
Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report for the Financial
Year ended on March 31, 2025 is annexed herewith marked as Annexure-I to this Report.

The Securities and Exchange Board of India (SEBI), through recent amendments to Regulation
24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has
mandated that Secretarial Auditors may be appointed or re-appointed by the shareholders,
based on the recommendation of the Board of Directors, for a maximum of two terms of five
consecutive years each, at the Annual General Meeting.

In compliance with the above requirement, the Board of Directors, upon the recommendation of
the Audit Committee, proposes the appointment of Mrs. Shraddha Jain, Practicing Company
Secretary, as the Secretarial Auditor of the Company for a term of five consecutive financial
years, commencing from Financial Year 2025-26 to Financial Year 2029-30, subject to the
approval of the members of the Company in the ensuing Annual General Meeting.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2024-25 for all applicable
compliances as per Securities and Exchange Board of India Regulations and
Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed
by Ms. Shraddha Jain, Practicing Company Secretary has been submitted to the Stock Exchanges.

c. COST RECORD AND COST AUDIT

Pursuant to Section 148 of the Companies Act,2013 (''the Act'') read with Rule 8 of the
Companies (Accounts) Rules,2014, it is stated that the cost accounts and records are made and
maintained by the Company as specified by the Central Government under Section 148(1) of the
Companies Act, 2013.

The Board of Directors of the Company on recommendation of Audit Committee, in pursuance of
Section 148 of the Companies Act, 2013, have appointed M/s. Nikhil Jain & Associates, Cost
Accountants, Indore (FRN: 006363), for conducting the audit of the cost accounting records
maintained by the Company for the Financial Year 2025-2026. They have confirmed that their
appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they
are not disqualified from acting as Cost Auditors.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor
is required to be placed before the members in the ensuing Annual General Meeting for their
ratification. Accordingly, a Resolution seeking Members’ ratification for the remuneration
payable to M/s. Nikhil Jain & Associates, Cost Auditors is included in the Notice convening the
Annual General Meeting.

d. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1) (a) of Companies
(Accounts) Rules, 2014, the Board of Directors of the Company have appointed M/s. Nishi
Agrawal and Company, Chartered Accountant, Indore to conduct internal audit reviews for the
Company for the FY 2024-25. Further, the Board of Directors of the Company on
recommendation of Audit Committee, have appointed M/s. Nishi Agrawal and Company,
(FRN:014983C), Chartered Accountant, Indore to conduct internal audit reviews for the
Company for the FY 2025-26.

20. INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY.

The Company has in place adequate internal financial controls commensurate to the size and
nature of its business. The Company has policies and procedures in place for ensuring orderly
and efficient conduct of its business and operations including adherence to the Company’s
policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information. The details of internal control systems are given in the Management
Discussion and Analysis Report attached to this Report. An independent internal audit function
is an important element of the Company’s internal control systems. This is executed through an
internal audit programme and periodic review by the management and the Audit Committee.

During the year under review, M/s. Nishi Agrawal and Company, (FRN:014983C), Chartered
Accountant, are engaged as Internal Auditors of the Company, with the audit processes and
procedures. The Audit Committee has satisfied itself on the adequacy and effectiveness of the
internal financial control systems laid down by the management. The Statutory Auditors have
confirmed the adequacy of the internal financial control systems over financial reporting.

21. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

Particulars of the loans given, investment made or guarantee given or security provided and the
purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of
the loan or guarantee or security are provided in Note Nos. 5 and 6 to the Financial Statements.

22. WEBSITE

As per provisions of the Regulation 46 of the SEBI (LODR), 2015 all necessary information as
required to be given to the shareholders/ stakeholders, is available at
https://www.porwalauto.com/. Shareholders/ stakeholders are requested to refer to investor
section.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2024-2025, all contracts/ arrangements/ transactions entered into by
the Company with its related parties were reviewed and approved by the Audit Committee and
the Board. Prior omnibus approvals were obtained from the Audit Committee for related party
transactions which were of repetitive nature, entered in the ordinary course of business and on
an arm’s length basis. No transaction with any related party was in conflict with the interest of
the Company.

All Related Party Transactions that were entered into during the Financial Year were on an
arm’s length basis, in the ordinary course of business and were in compliance with the
applicable provisions of Section 188 of the Companies Act, 2013 (''the Act’) and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Therefore, there is no particulars of contracts or arrangements with related parties referred to
in section 188(1) of the Companies Act, 2013 which needs to be disclosed in the prescribed
form AOC-2 and may be treated as not applicable. The Related Party Transactions Policy as
approved by the Board is uploaded on the Company’s weblink

https://www.porwalauto.com/Other-shareholder-information.html. However, the related party
transactions as covered under Indian Accounting Standards (IND AS 24) have been disclosed in
the Note No. 32 of Notes to Accounts of the financial statements for the year under review.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with
Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure-II to this report.

25. RISK MANAGEMENT

The Company recognizes that risk is an integral and unavoidable component of business and is
committed to managing the risk in a proactive and efficient manner. The Company as part of
business strategy has in place a mechanism to identify, assess, monitor risks and mitigate
various risks with timely action.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would
impact the future operations / going concern status of the Company.

27. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of
Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015,
the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that
encourages and supports its Directors and employees to report instances of illegal activities,
unethical behaviour, actual or suspected, fraud or violation of the Company''s Code of Conduct or
Ethics Policy and also to report insider trading violations as well as reporting of instances of
leak of unpublished price sensitive information. It also provides for adequate safeguards against
victimization of persons who use this mechanism and direct access to the Chairman of the Audit
Committee in exceptional cases. During the year under review, no protected disclosure
concerning any reportable matter in accordance with the Vigil mechanism and Whistle Blower
policy of the Company was received by the Company. The Whistle Blower Policy has been
posted on the website of the Companyhttps://www.porwalauto.com/pdf/Vigil Mechanism.pdf.

28. HUMAN RESOURCES

Our relations with the employees are very cordial. Your directors would like to place on record
their appreciation of the commitment and efficient services rendered by all employees of the
Company, without whose wholehearted efforts, the overall satisfactory performance of the
Company would not have been possible.

29. DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The prescribed particulars of employees 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 is enclosed as Annexure III and forms the part of this Board Report.

30. PARTICULARS OF EMPLOYEES

During the year, there was no employee drawing remuneration in excess of Rs. 1,02,00,000/-
p.a. or Rs. 8,50,000/- p.m. Accordingly, information required to be given pursuant to provisions
of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, has not been given
here. Further the particulars of top ten employees in terms of remuneration drawn required
under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is enclosed
as Annexure IV and forms the part of this Board Report.

31. CHIEF FINANCIAL OFFICER AND MANAGING DIRECTOR CERTIFICATION

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the
Company have certified to the Board regarding the Financial Statements for the year ended
March 31, 2025 which is enclosed as forms the part of this Board Report.

32. VOTING RIGHTS OF EMPLOYEES

During the year under review the Company has not given loan to any employee for purchase of
its own shares as per section 67(3)(c) of Companies Act, 2013.

33. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued shares under Employee’s Stock Options scheme during the year
under review.

34. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company has not issued Sweat Equity Shares during the year under review.

35. CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Listing Regulations, your Company and its
Board has been complying with Corporate Governance practices as set out in a separate report
in pursuance of requirement of Para C of Schedule V SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as Annexure V. Certificate obtained from Ms. Shraddha Jain,
Practicing Company Secretary, confirming compliance of the Corporate Governance as
stipulated under the said Regulations is also enclosed herewith in the Report and the same is
enclosed as forms the part of this Annual Report.

36. CORPORATE SOCIAL RESPONSIBILITY

During the Financial Year under review, the provisions of Section 135 of the Act relating to the
constitution of a Corporate Social Responsibility Committeeare not applicable to the Company.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Statement in pursuance of requirement of Regulation
34(2)(e) and Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure - VI.

38. LISTING AT STOCK EXCHANGE

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and
the Listing Fee for the year 2025-26 has been duly paid.

The Company has complied with SEBI (LODR) Regulations, 2015 including payment of Annual
Listing Fees up to March 31, 2026 to BSE Limited.

39. INSURANCE

The Company’s assets are adequately insured against the loss of fire and other risks, as consider
necessary by the Management from time to time.

40. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company
for the Financial Year ending 31^st March, 2025.

41. DEPOSITORY SYSTEM

Your Company’s shares are tradable compulsorily in electronic form and your Company has
connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and
Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing Obligations &
Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification
dated 08^th June, 2018 & 30^th November, 2018 mandated that Share transfer shall be
mandatorily carried out in dematerialized form only w.e.f. from 01^st April, 2019. In view of the
numerous advantages offered by the Depository System, members are requested to avail the
facility of Dematerialization of the Company’s shares on either of the Depositories mentioned as
aforesaid.

42. CONVENING ANNUAL GENERAL MEETING (AGM) THROUGH AUDIO-VISUAL MEANS
FACILITY:

The Circular No. 09/2024 dated 19^th September, 2024 issued by Ministry of Corporate affairs
(MCA) and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024
issued by Securities and Exchange Board of India (SEBI) permitted convening the Annual
General Meeting through Video Conference (''VC'')/Other Audio-Visual Means (''OAVM''), without
the physical presence of the Members at a common venue. In compliance with the MCA and
SEBI Circulars, applicable provisions of the Act and the Listing Regulations, the 33^th Annual
General Meeting of your Company will be convened and conducted through VC / OAVM.

43. PROVISION OF VOTING BY ELECTRONIC MEANS THROUGH REMOTE E-VOTING AND E-
VOTING AT THE AGM:

In compliance with Section 108 of the Companies Act, 2013 and Rule 20 of the Companies
(Management and Administration) Amendment Rules, 2015, your Company will facilitate E-
voting. The upcoming AGM will be held via VC/OVAM, with no physical meeting. Arrangements
with CDSL ensure remote and AGM e-voting. Details are included in the AGM notice.

44. ENVIRONMENT AND SAFETY

Environment, Health and Safety are among the core values of your Company. In order to
promote zero accident culture, your Company has conducted various training & awareness
programs.

Employees are encouraged to report all incidents so that preventive actions can be taken to
avoid any mishap. Environment sustainability is paramount to any industry and your Company
is conscious of its responsibility towards the impact of its operations on the environment.

The Health and Safety of employees is paramount and the Company stand on Environment,
Health and Safety of its employees and it is clearly outlined in Policy. The Company''s
Environment, Health & Safety (EHS) strategies are directed towards achieving the greener and
safe operations across all units by optimising the usage of natural resources and providing a
safe and healthy workplace.

Your Company believes that healthy and hygienic work environment not only benefits the
workforce but it also increases the productivity and works as a retention tool.

45. INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year. Your Directors recognize and
appreciate the sincere, hard work, loyal, dedicated efforts and contribution of all the employees
in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and
environmental protection and these are ongoing processes at the Company’s plant and facilities
to maintain high awareness levels. The Company as a policy re-evaluates safety standards and
practices from time to time in order to raise the bar of safety for its people as well as users and
customers.

46. POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy
on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to
employees at the workplace and prevent and redress complaints of sexual harassment and for
matters connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure. Internal Complaints Committee has been set up to
redress complaints received regarding sexual harassment.

Details of complaints during Financial Year 2024-2025, are as follows:

S.No	PARTICULARS	Number
1	Number of Complaints of Sexual Harassment received during the year	0
2	Number of Complaints disposed off during the year	0
3	Number of cases pending for more than ninety days	0

It may be noted that during the year 2024-25, no grievance/complaint from any women
employee was reported.Further, during the year under review.

47. COMPLIANCE OF SECRETARIAL STANDARD

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings
of the Board of Directors’ and ''General Meetings’, respectively, have been duly followed by the
Company.

48. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDERTHE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) ANDTHEIR STATUS

During the year under review and till date of this Report, the Company has neither made any
application against anyone nor any proceedings were pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

49. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE
BANKS OR FINANCIAL INSTITUTION ALONGWITHTHE REASONS THEREOF

There are no such events occurred during the period from April 01, 2024 to March 31, 2025,
thus no valuation is carried out for the one-time settlement with the Banks or Financial
Institutions.

50. OTHER STATUTORY DISCLOSURES

a. Change in Nature of Business: During the year under review, there has been no change
in the nature of the business of the Company.

b. Revision of Annual Financial Statements: There was no case of revision in financial
statement during the year.

c. Cash Flow Statement : The Cash Flow Statement of the Company for the financial year
ending on 31st March, 2025 has been prepared in accordance with Ind AS 7. The
''Statement of Cash Flows’ is attached and forms part of the financial statements of the
Company.

d. Details with respect to the Compliance of the provision relating to the Maternity
Benefits Act 1961: The Company is in compliance with the provisions of the Maternity
Benefit Act, 1961. All eligible female employees are granted maternity benefits in
accordance with the provisions of the Act, including paid maternity leave, nursing breaks,
and protection from dismissal during maternity leave. No employee has applied for
maternity leave during the financial year 2024-2025.

51. ACKNOWLEDGEMENTS

Your Company’s organizational culture upholds professionalism, integrity and continuous
improvement across all functions, as well as efficient utilization of the Company’s resources for
sustainable and profitable growth.

Your Directors would like to place on record their appreciation for the continued co-operation
and support received by the Company during the year from its customers, suppliers, bankers,
financial institutions, business partners and other stakeholders

For and on behalf of the Board of Directors
Porwal Auto Components Limited

Date: 13^th, August 2025
Place: Pithampur

Mukesh Jain Devendra Jain
Whole time Director Managing Director
(DIN - 00245111) (DIN - 00232920)

Registered office

Plot No. 209, Sector No. 1,

Industrial Area,

Pithampur (M.P.) 454775
CIN: L34300MP1992PLC006912

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Mar 31, 2024

Your Directors have immense pleasure in presenting 32^nd Boards’ Report of Porwal Auto Components Ltd, together with the Audited Financial Statements for the year ended March 31, 2024.

1. State of Affairs, Financial Performance and Future Outlook:a. Financial Performance

The financial highlights and summarized financial results of the Company are given below:

(Rupees in lakhs)
Particulars	As on 31.03.2024	As on 31.03.2023
Revenue from operations	14638.52	14060.54
Other Income	42.89	4.10
Total Expenses [excluding interest & depreciation)	13617.26	13489.15
Profit before Interest, Depreciation & Tax	1064.15	575.48
Less: Depreciation	578.74	595.61
Less:Interest	49.16	83.03
Less: Exceptional items	-26.41	0.00
Profit / (Loss) Before Tax	462.66	-103.16
Less: T ax Expenses
Current Tax	77.23	0.00
Deferred Tax	0.00	0.00
Net Profit / (Loss) after Tax	385.43	-103.16
Add: Amount brought forward from Last Year	1,089.10	1192.26
Balance carried forward to Balance Sheet	1474.53	1,089.10
Appropriations:
Income T ax/Wealth tax of earlier years	0.07	0.00
Balance carried forward to Balance Sheet	1474.46	1,089.10

Your Company’s financial statements for the year ended March 31, 2024 are the financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable.

During the year under review the Company has reported a turnover of Rs. 14,638.52 Lacs against the turnover of Rs. 14,060.54 in the previous year, registering increment of Rs. 577.98 Lacs (approx). The overall expenses of the Company have also increased from Rs. 13489.15 Lacs to Rs. 13617.26 Lacs. The Company has incurred a net profit of Rs. 385.43 Lacs as compared to loss of Rs. 103.16 Lacs in the previous year. Your Company is trying their best to uplift the profit in the coming period.

b. Operations And Future Outlook

India''s auto components industry''s market share has significantly expanded, led by increasing demand for automobiles by the growing middle class and exports globally. India''s automotive industry is a major contributor to the country''s production economy. Supporting this dynamic industry is the auto component manufacturing (ACM) segment. In recent years, the number of Indian OEM suppliers in the ACM segment has grown, making India a noteworthy player in the global automotive supply chain. India has become the fastest-growing economy in the world in recent years. This fast growth, coupled with rising incomes, a boost in infrastructure spending and increased manufacturing incentives, has accelerated the automobile industry. Significant demand for automobiles also led to the emergence of more original equipment and auto components manufacturers. As a result, India developed expertise in automobiles and auto components, which helped boost international demand for Indian automobiles and auto components. Hence, the Indian automobile industry has a considerable impact on the auto component industry.

To navigate these evolving dynamics and capitalize on opportunities, Your Company is implementing several strategic initiatives. These include strengthening our product portfolio, updating existing products, and enhancing our research and development (R&D) and technological capabilities. We are committed to investing in new product development, technology upgrades, and expanding our channel reach to remain competitive and sustain leadership. We are developing and offering customized auto component parts that meet the unique specifications of railway and defence applications. This includes high durability, reliability, and adherence to safety standards.

To strengthen our position in the railway and defence sectors, we will focus on building direct relationships with key decision-makers by engaging them through regular meetings, tailored presentations, and consultative interactions. By understanding their specific needs and challenges, we can offer customized solutions that address their unique requirements. Our approach includes attending industry events, joining professional associations, and actively seeking feedback to refine our offerings. This strategic engagement will enable us to position ourselves as a trusted partner, driving long-term collaboration and ensuring that our solutions effectively support their operational goals and project success.

We will focus on developing auto components specifically tailored for international markets by identifying global customer needs, adhering to international standards, and ensuring high quality. Our strategy includes market research, customization, and compliance with export regulations to enhance our global presence and drive successful international sales.

Your Company has also introduced new machinery for the smooth functioning. We also have a long standing relationship with all our customers, our built on the years of remarkable responsiveness, to their ever changing needs. The Company offer the best-in-class products to our existing and potential customers and partners for sustained performance.

c. Change in nature of Business

During the year there was no change in business activity of the Company.

d. Changes in Share Capital

During the Financial Year 2023-24 there was no change in capital structure of the Company. The paid up equity capital as on March 31, 2024 is Rs. 15,10,00,000. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares.

e. Revision of Annual Financial Statements

There was no case of revision in financial statement during the year.

2. Transfer to Reserves, If any

During the year the Company has not transferred any amount to the reserves.

3. Dividend

Your Directors have not recommended any Dividend for the year under review.

4. Deposits

During the year under review, the Company did not accept any deposits within the meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

5. Material changes and commitments after the end of Financial Year

There are no material changes and commitments affecting financial position of the Company which have occurred between the end of the Financial Year of the Company to which financial statements relate and date of the report.

6. Subsidiary, Associate Companies or Joint Venture

The Company does not have any subsidiary, joint venture or associate Company.

7. Annual Return

Pursuant to provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company can be accessed at Company’s website at weblink http://www.porwalauto.com/Other-shareholder-information.html

8. Directors and Key Managerial Personnel

At the year ended March 31, 2024, the Board of Directors comprised of three Executive directors and seven Non-Executive Independent Directors including one Woman Director. The Company has one Chief Financial Officer and a Company Secretary.

The details of changes in the directors and KMP are as follows:

Retire By Rotation

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Surendra Utsavlal Jain (DIN: 00245154) retires by rotation and being eligible, offers himself for reappointment at the ensuing 32^nd Annual General Meeting.

Mr. Shailesh Jain and Ms. Hansika Mittal are the Chief Financial Officer (CFO) and Company Secretary (CS) of the Company respectively.

Appointments/ Reappointments

During the year under review, Mr. Gautam Chand Kothari (DIN: 00115063) has been appointed as Independent Director of the Company for the term of five consecutive years commencing from August 11, 2023 till August 10, 2028, who is not liable to retire by rotation and has been approved by the members in the 31^st AGM held on 29^th September, 2023.

Mr. Naveen Kumar Dhiman (DIN: 10273058) has been appointed as Independent Director of the Company for the term of five consecutive years commencing from August 11, 2023 till August 10, 2028, who is not liable to retire by rotation and has been approved by the members in the 31^st AGM held on 29^th September, 2023.

And Mr. Mohit Handoo (DIN - 10274798) has been appointed as Independent Director of the Company for the term of five consecutive years commencing from August 11, 2023 till August 10, 2028, who is not liable to retire by rotation and has been approved by the members in the 31^st AGM held on 29^th September, 2023.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has appointed Mrs. Shalu Anand (DIN: 10738711) as an Additional Director in the capacity of Non-executive Independent Director w.e.f from August 21, 2024 and has proposed to appoint Mrs. Shalu Anand (DIN: 10738711) as an Independent Director of the Company for the term of five consecutive years commencing from August 21, 2024 till August 20, 2029, subject to consent by the members of the Company in the ensuing AGM.

Independent Directors:

The Independent Directors on the Board of the Company comprise of MR. Nitin Dafria, Mr. Surajmal Kucheria, Mr. Ramesh C Kashyap Mr. Mohit Handoo, Mr. Naveen Kumar Dhiman, Mr. Gautam Chand Kothari & Mrs. Rajni Jain.

Declaration by Independent Directors

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year. Independent Directors have also submitted declaration that they have registered themselves on the online data bank of Indian Institute of Corporate Affairs (IICA) in accordance with the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there under.

Independent Directors not liable to retire by rotation, in terms of Section 149(13) of the Act.

Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary has been obtained who certified that none of the directors of the Company disqualified for holding office as director of the Company is enclosed with this Board Report.

9. Committees of the Board Of Directors

Your Company has three committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

i. Nomination and Remuneration Committee

ii. Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

10. Meetings of the Board of Directors and its committees

a. Board Meetings: During the year under review the Board has met 7 (seven) times viz May 29, 2023; July 21, 2023; August 11, 2023; October 05, 2023; November 08, 2023; November 25, 2023 and February 14, 2024. The details of meetings of the Board and the attendance of Directors are provided in the Corporate Governance Report.

b. Committee Meetings: During the year under review, the Committees duly met and the details of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

c. Separate Meeting of Independent Director: During the year under review, a separate meeting of Independent Directors was held on March 20, 2024.

11. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, key managerial personnel (KMP) and other employees which was approved and adopted by the Board. The policy is available on the website of the Company at http://www.porwalauto.com/Other-shareholder-information.html.

Other Policies:

The other policies adopted by the Company pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations are placed on the Company’s website at http://www.porwalauto.com/Other-shareholder-information.html.

12. Performance Evaluation of the Board

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013 and Regulation 17(10) & 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, the Nomination and Remuneration Committee of the Company has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors.

The Board of Directors has carried out an Annual Performance Evaluation of its own performance, Independent Directors, the Directors and the Committees. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The criteria on the basis which the evaluation has been carried out are explained in the Corporate Governance Report.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Performance of the Committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

13. Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the Annual Accounts for the Financial Year ended on 31^st March, 2024, the applicable Accounting Standards have 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 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 for the year ended on that period.

c. The Directors have 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 frauds and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis.

e. The Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

14. Auditors:a. Statutory Auditor

Pursuant to the provisions of section 139 of the Act and the rules framed there under, at the 30^th Annual General Meeting held on 28^th September 2022, of M/S. HN Jhavar and Co., Chartered

Accountants, Indore (ICAI Firm Registration Number: 000544C) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2027.

The Company has received a certificate from the Statutory Auditors confirming their eligibility and willingness for their appointment and affirmation that the appointment is in accordance with Section 139 read with Section 141 of the Act.

In accordance with Notification No. GSR 432(E) issued on 07^th May, 2018 by the Ministry of Corporate Affairs the appointment of statutory auditors is not required to be ratified at every Annual General Meeting.

Explanation to Auditor''s Remark

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to be reported by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Shraddha Jain, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended on March 31, 2024 is annexed herewith marked as Annexure-I to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report:

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Ms. Shraddha Jain, Practicing Company Secretary has been submitted to the Stock Exchanges.

c. Cost Record and Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 (''the Act'') read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

The Board had appointed M/s. Nikhil Jain & Associates, Cost Accountants, Indore (FRN: 006363), as Cost Auditor for conducting the audit of cost records of the Company for the Financial Year 2023-24.

The Board of Directors of the Company on recommendation of Audit Committee, in pursuance of Section 148 of the Companies Act, 2013, have appointed M/s. Nikhil Jain & Associates, Cost Accountants, Indore (FRN: 006363), for conducting the audit of the cost accounting records maintained by the Company for the Financial Year 2024-2025. They have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from acting as Cost Auditors.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for theficartatm. Accordingly, a Resolution seeking Members’ rati cation ftr the remuneration payable tt M/s. Nikhil Jain & Associates, Cost Auditors is included in the Notice convening the Annual General Meeting.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1) (a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed M/s. Nishi Agrawal and Company, Chartered Accountant, Indore to conduct internal audit reviews for the Company for the FY 2023-24. Further, The Board of Directors of the Company on recommendation of Audit Committee, have appointed M/s. Nishi Agrawal and Company, Chartered Accountant, Indore to conduct internal audit reviews for the Company for the FY 2024-25.

15. Internal Financial Controls and its adequacy

The Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement. The internal and operational audit is entrusted to M/s. Nishi Agrawal and Company, Chartered Accountant, Indore for the Financial Year 2024-25. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

16. Particulars of loans, guarantees or investments

Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security are provided in Note Nos. 5 and 6 to the Financial Statements.

17. WEBSITE

As per provisions of the Regulation 46 of the SEBI (LODR), 2015 all necessary information as required to be given to the shareholders/ stakeholders, is available at https://www.porwalauto.com/. Shareholders/ stakeholders are requested to refer to investor section.

18. Particulars of contracts or arrangements with Related Parties

During the Financial Year 2023-2024, all contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee and the Board. Prior omnibus approvals were obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and on an arm''s length basis. No transaction with any related party was in conflict with the interest of the Company.

All Related Party Transactions that were entered into during the Financial Year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of Section 188 of the Companies Act, 2013 (''the Act'') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Therefore, there is no particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 which needs to be disclosed in the prescribed form AOC-2 and may be treated as not applicable. The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s web link https://www.porwalauto.com/Other-shareholder-information.html. However, the related party transactions as covered under Indian Accounting Standards (IND AS 24) have been disclosed in the Note No. 32 of the financial statements for the year under review.

19. Conservation of Energy, technology absorption, foreign exchange earnings and outgo

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure-II to this report.

20. Risk Management

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

21. Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

22. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behaviour, actual or suspected, fraud or violation of the Company''s Code of Conduct or Ethics Policy and also to report insider trading violations as well as reporting of instances of leak of unpublished price sensitive information. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil mechanism and Whistle Blower policy of the Company was received by the Company. The Whistle Blower

Policy has been posted on the website of the Company https://www.porwalauto.com/pdf/Vigil Mechanism.pdf.

23. Human Resources

Our relations with the employees are very cordial. Your directors would like to place on record their appreciation of the commitment and efficient services rendered by all employees of the Company, without whose wholehearted efforts, the overall satisfactory performance of the Company would not have been possible.

24. Commission received by directors from holding/subsidiary Company

The Company does not have any holding/ subsidiary Company. Hence provisions of section 197 (14) of Companies Act, 2013 are not applicable to the Company.

25. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel

The prescribed particulars of employees 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 is enclosed as Annexure III and forms the part of this Board Report.

26. Particulars of Employees

During the year, there was no employee drawing remuneration in excess of Rs. 1,02,00,000/-p.a. or Rs. 8,50,000/- p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has not been given here. Further the particulars of top ten employees in terms of remuneration drawn required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is enclosed as Annexure IV and forms the part of this Board Report.

27. Chief Financial Officer and Managing Director Certification

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended March 31, 2024 which is enclosed as forms the part of this Board Report.

28. Voting Rights of employees

During the year under review the Company has not given loan to any employee for purchase of its own shares as per section 67(3)(c) of Companies Act, 2013.

29. Disclosure regarding issue of Employee Stock Options

The Company has not issued shares under Employee’s Stock Options scheme during the year under review.

30. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued Sweat Equity Shares during the year under review.

31. Corporate Governance Report

Your Company and its Board has been complying with Corporate Governance practices as set out in a separate report in pursuance of requirement of Para C of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure V. Certificate obtained from Ms. Shraddha Jain, Practicing Company Secretary, confirming compliance of the Corporate Governance as stipulated under the said Regulations is also enclosed herewith in the Report and the same is enclosed as forms the part of this Annual Report.

32. Investor Education And Protection Fund (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”) notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2016-17 is required to be transferred to IEPF on the due date as specified in the Notice of the AGM and resulting shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. Further, according to the rules, the resulting shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more also need to be transferred to the Demat account of the IEPF Authority. The Company has uploaded full details of such shareholders and shares due for transfer to IEPF Authority on its website at https://www.porwalauto.com/investor.html. The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more.

An amount of 217843/- in respect of unpaid/unclaimed dividend declared for the FY 20152016 was transferred to the Investor Education and Protection Fund Authority as well as 312,157 equity shares of face value of Rs. 10 each, in respect of divided remained unpaid/unclaimed for a consecutive 7 (Seven) years in relation to dividend declared for FY 2015-2016, was also transferred and credited to the IEPF Authority by the Company during the year ended 31st March, 2024. The investors may claim their unpaid dividend and the shares from the IEPF Authority by applying in the Form IEPF-5 and complying with the requirements as prescribed.

33. Corporate Social Responsibility

During the Financial Year under review, the provisions of Section 135 of the Act relating to the constitution of a Corporate Social Responsibility Committee are not applicable to the Company.

34. Management Discussion and Analysis Report

Management Discussion and Analysis Statement in pursuance of requirement of Regulation 34(2)(e) and Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure - VI.

35. Listing at Stock Exchange

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the Listing Fee for the year 2023-24 has been duly paid.

The Company has complied with SEBI (LODR) Regulations, 2015 including payment of Annual Listing Fees up to March 31, 2025 to BSE Limited.

36. Insurance

The Company’s assets are adequately insured against the loss of fire and other risks, as consider necessary by the Management from time to time.

37. Business Responsibility Report

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the Financial Year ending March 31, 2024.

38. Depository System

Your Company’s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification dated June 8, 2018 & 30^th November, 2018 mandated that Share transfer shall be mandatorily carried out in dematerialized form only w.e.f. from April 1, 2019. In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company’s shares on either of the Depositories mentioned as aforesaid.

39. Convening Annual General Meeting (AGM) Through Audio-Visual Means Facility:

The Ministry of Corporate Affairs (MCA) by Circular No.14/2020 dated 8^th April 2020, Circular No. 17/2020 dated 13^th April 2020, Circular No. 20/2020 dated 5^th May 2020, Circular No. 02/2021 dated 13^th January 2021, Circular No. 19/2021 dated 08^th December 2021, 21/2021 dated 14^th December 2021 and Circular No. 2/2022 dated 5^th May 2022 and General Circular No. 10/2022 and 11/2022 dated 28^th December 2022 and Circular No. 09/2023 dated September 25, 2023 read with Securities and Exchange Board of India (SEBI) Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12^th May 2020, SEBI Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated 15^th January 2021 and SEBI Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2022/62 dated 13* May 2022 and SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated 05.01.2023 and Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated October 7, 2023 (‘MCA and SEBI Circulars’ /’the Circulars’) permitted convening the Annual General Meeting through Video Conference (''VC'')/Other Audio-Visual Means (''OAVM''), without the physical presence of the Members at a common venue. In compliance with the MCA and SEBI Circulars, applicable provisions of the Act and the Listing Regulations, the 32^nd Annual General Meeting of your Company will be convened and conducted through VC / OAVM.

40. Provision of Voting by Electronic Means through remote e-voting and e-voting at the AGM:

In compliance with Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, your Company will facilitate

E-voting. The upcoming AGM will be held via VC/OVAM, with no physical meeting. Arrangements with CDSL ensure remote and AGM e-voting. Details are included in the AGM notice.

41. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

42. Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere, hard work, loyal, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Company’s plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

43. Disclosure as required under Section 22 of Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

It may be noted that during the year 2023-24, no grievance/complaint from any women employee was reported.

44. Compliance of Secretarial Standard

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors’ and ''General Meetings’, respectively, have been duly followed by the Company.

45. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

46. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof

There are no such events occurred during the period from April 01, 2023 to March 31, 2024, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

47. Acknowledgements

Your Directors place on record their gratitude to all the Government and semi government departments and Company’s Bankers and all the stakeholders for their continuing assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

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Mar 31, 2023

Your Directors have immense pleasure in presenting 31^st Boards’ Report of Porwal Auto Components Ltd, together with the Audited Financial Statements for the year ended March 31, 2023.

1. State of Affairs, Financial Performance and Future Outlook:

a. Financial Performance

The financial highlights and summarized financial results of the Company are given below:

(Rupees in lakhs)

Particulars	As on 31.03.2023	As on 31.03.2022
Revenue from operations	14060.54	10,713.28
Other Income	4.09	109.67
Total Expenses [excluding interest & depreciation)	13489.15	10,320.83
Profit before Interest, Depreciation & Tax	575.48	502.12
Less: Depreciation	595.61	706.80
Less:Interest	83.03	97.01
Profit / (Loss) Before Tax	-103.16	-301.69
Less: Tax Expenses
Current Tax	0.00	0.00
Deferred Tax	0.00	-285.78
Net Profit / (Loss) after Tax	-103.16	-15.91
Add: Amount brought forward from Last Year	1192.26	1,209.48
Balance carried forward to Balance Sheet	1,089.1	1193.57
Appropriations:
Income T ax/Wealth tax of earlier years	0.00	-1.31
Balance carried forward to Balance Sheet	1,089.10	1192.26

Your Company’s financial statements for the year ended March 31, 2023 are the financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable.

During the year under review the Company has reported a turnover of Rs. 14060.54 Lacs against the turnover of Rs. 10,713.28 in the previous year, registering increment of Rs. 3,347.26 Lacs (approx). The overall expenses of the Company have also increased from Rs. 10,320.83 Lacs to Rs. 13489.15 Lacs. The Company has incurred a net loss of Rs. 103.16 Lacs as compared to loss of Rs. 15.91 Lacs in the previous year. Your Company is trying their best to uplift the profit in the coming period.

b. Operations And Future Outlook

India remains one of the fastest growing economy in the world despite decelerating global demand and tightening of monetary policy to control inflation. India stands tall and steadfast, emerging as a beacon of resilience in the global economy. In FY 2023, the Indian auto industry showed double digit growth across all segments. This fast growth, coupled with rising incomes, boost in infrastructure spending and increased manufacturing incentives, has accelerated the automobile industry. Automobile production achieved robust growth of 13% in FY 2022-23 with growth witnessed across all vehicle categories. India’s auto component industry is an important sector driving macroeconomic growth and employment. The industry comprises players of all sizes, from large corporations to micro entities, spread across clusters throughout the country. The auto components industry accounted for 2.3% of India’s GDP and provided direct employment to 1.5 Million people. By 2026, the automobile component sector will contribute 5-7% of India’s GDP. India is also a prominent auto exporter and has strong export growth expectations for the near future. The long-term prospect for the auto industry remains highly optimistic. India embraced the challenges faced in the past few years and now it is at the cusp of rapid growth over the next decade. Indian consumer approach and behavior is changing considerably towards mobility. Considering the growth prospects some of our customers have also announced large capacity expansion. This augurs well for the entire auto industry. With PACE which is personalization, autonomous, connected and electrification as core of its existing and future product roadmap we are well placed to capture growth opportunities in the sector. Domestic OEM demand constitutes almost 50 per cent of sales for the Indian auto component industry. This is likely to remain healthy in FY 2024, with high single-digit growth expected across segments except for tractors. Interaction with large auto component suppliers indicates that the expected demand uptick and technological changes would result in a capex upcycle in FY 2024.

As per Automobile Component Manufacturers Association (ACMA), Auto Components industry export is expected to grow at an annual rate of 23.9% to reach $80 bn by 2026. The long-term prospects for automotive component exports from India remain positive, mainly due to the increasing share of critical and high-value components such as engines and gearboxes in total exports, accounting for around 64% in fiscal 2023, up from 50% in fiscal 2020. This growth in critical and high-value component exports bodes well for the sector’s future export growth. . India has a very strong position in the international market.

Your Company is pursuing several strategic initiatives in all key areas of business to survive in this challenging face. The key elements of strategy include strengthening the product portfolio, refresh and update existing products and strengthen research & development (R&D) and technology capabilities. Further, Your Company is taking several initiatives to uplift the sales and Profit and believe that Company is likely to witness strong growth, commodity price increase and face near term challenges for the industry and are key monitorable. With aim to remain competitive in the market and sustain leadership, your Company continues to invest in new product development, technology upgrades, increasing channel reach, and the focus on delivering customer centric products, services and build brand. Your Company is continuously evaluating its product portfolio and its technological readiness for the future, in the face of challenges posed by both emerging and disruptive technologies. Your Company’s “Lost Foam Casting” project has come into use full fledgedly this year. This technology helps the Company to produce complex parts with high dimensional accuracy and superior surface finish and other benefits including Cost-Effectiveness, improving quality of products, Production Efficient and Environmental Sustainability.

The Company’s central focus is to capture export opportunities, which would help to open the doors in new geographies. This could nurture and sustain relationships with potential business

clients or partners. Exports must be the cylinder on which growth is fired for the foreseeable future. The Company may expand its share in the global auto component trade in the upcoming years emphasizing the targeted export expansion programme for key components by keeping in mind clarion call of Prime Minister of India for Atmanirbhar Bharat.

Your Company has also introduced new machinery for the smooth functioning. We also have a long standing relationship with all our customers, our built on the years of remarkable responsiveness, to their ever changing needs. The Company offer the best-in-class products to our existing and potential customers and partners for sustained performance.

c. Change in nature of Business

During the year there was no change in business activity of the Company.

d. Changes in Share Capital

During the Financial Year 2022-23 there was no change in capital structure of the Company. The paid up equity capital as on March 31, 2023 is Rs. 15,10,00,000. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares.

e. Revision of Annual Financial Statements

There was no case of revision in financial statement during the year.

2. Transfer to Reserves, If Any

During the year the Company has not transferred any amount to the reserves.

3. Dividend

Your Directors have not recommended any Dividend for the year under review.

4. Deposits

During the year under review, the Company did not accept any deposits within the meaning of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

5. Material changes and commitments after the end of Financial Year

There are no material changes and commitments affecting financial position of the Company which have occurred between the end of the Financial Year of the Company to which financial statements relate and date of the report.

6. Subsidiary, Associate Companies or Joint Venture

The Company does not have any subsidiary, joint venture or associate Company.

7. Annual Return

Pursuant to provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended

from time to time, the Annual Return of the Company can be accessed at Company’s website at weblink http://www.porwalauto.com/Other-shareholder-information.html

8. Directors and Key Managerial Personnel

At the year ended March 31, 2023, the Board of Directors comprised of three Executive directors and four Non-Executive Independent Directors including one Woman Director. The Company has one Chief Financial Officer and a Company Secretary.

The details of changes in the directors and KMP are as follows:

Retire By Rotation

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Mukesh Utsavlal Jain (DIN: 00245111) retires by rotation and being eligible, offers himself for reappointment at the ensuing 31^st Annual General Meeting.

Mr. Shailesh Jain and Ms. Hansika Mittal are the Chief Financial Officer (CFO) and Company Secretary (CS) of the Company respectively.

Appointments/ Reappointments

During the year under review, Mr. Devendra Jain (DIN- 00232920) has been re-appointed as Managing Director for a period of three years commencing from 1st August, 2023 to 31st July, 2026, who is liable to retire by rotation and has been approved by the members in the 30^th AGM held on 28^th September, 2022.

During the year under review, Mr. Mukesh Utsavial Jain (DIN- 00245111) has been re-appointed as Whole Time Director for a period of three years commencing from 1st August, 2023 to 31st July, 2026, who is liable to retire by rotation and has been approved by the members in the 30^th AGM held on 28^th September, 2022.

& Mr. Surendra Utsavial Jain (DIN- 00245154) has been re-appointed as Chairman & Whole Time Director for a period of three years commencing from 1st August, 2023 to 31st July, 2026, who is liable to retire by rotation and has been approved by the members in the 30^th AGM held on 28^th September, 2022.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has proposed to appoint Mr. Mohit Handoo (DIN - 10274798) as an Independent Director of the Company for the term of five consecutive years till August 10, 2028, subject to consent by the members of the Company at the ensuing Annual General Meeting (“AGM”).

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has proposed to appoint Mr. Naveen Kumar Dhiman (DIN: 10273058) as an Independent Director of the Company for the term of five consecutive years till August 10, 2028, subject to consent by the members of the Company at the ensuing Annual General Meeting (“AGM”).

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has proposed to appoint Mr. Gautam Chand Kothari (DIN: 00115063) as an Independent Director of the Company for the term of five consecutive years till August 10, 2028, subject to consent by the members of the Company at the ensuing Annual General Meeting (“AGM”).

Independent Directors:

The Independent Directors on the Board of the Company comprise of Mr. Surajmal Birdichand Kucheria, Mr. Ramesh C Kashyap, Mr. Nitin Kumar Dafria & Mrs. Rajni Jain.

Declaration by Independent Directors

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 and Regulation 25(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as Independent Director during the year. Independent Directors have also submitted declaration that they have registered themselves on the online data bank of Indian Institute of Corporate Affairs (IICA) in accordance with the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there under.

Independent Directors not liable to retire by rotation, in terms of Section 149(13) of the Act.

Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

Further the Certificate from Practicing Company Secretary has been obtained who certified that none of the directors of the Company disqualified for holding office as director of the Company is enclosed with this Board Report.

9. Committees of the Board Of Directors

Your Company has three committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee with Mr. Nitin Dafria (Chairperson), Mr. Ramesh C Kashyap and Mr. Surajmal Birdichand Kucheria, as Members. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

i. Nomination and Remuneration Committee

ii. Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

10. Meetings of the Board of Directors and its committees

a. Board Meetings: During the year under review the Board has met 6 (six) times viz .May 07, 2022; May 28, 2022; August 10, 2022; November 14, 2022; January 13, 2023 and

February 13, 2023. The details of meetings of the Board and the attendance of Directors are provided in the Corporate Governance Report.

b. Committee Meetings: During the year under review, the Committees duly met and the details of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

c. Separate Meeting of Independent Director: During the year under review, a separate meeting

of Independent Directors was held on March 20, 2023.

11. Nomination and Remuneration Policy

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, key managerial personnel (KMP) and other employees which was approved and adopted by the Board. The policy is available on the website of the Company at http://www.porwalauto.com/Other-shareholder-information.html.

Other Policies:

The other policies adopted by the Company pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations are placed on the Company’s website at

http://www.porwalauto.com/Other-shareholder-information.html.

12. Performance Evaluation of the Board

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013 and Regulation 17(10) & 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, the Nomination and Remuneration Committee of the Company has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors.

The Board of Directors has carried out an annual performance evaluation of its own performance, Independent Directors, the Directors and the Committees. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The criteria on the basis which the evaluation has been carried out are explained in the Corporate Governance Report.

The performance of the board was evaluated by the board after seeking inputs from all the Directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The performance of the committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of the committee, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual director on the basis of criteria such as the contribution of the individual directors to the board and committee meeting like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meeting, etc.

13. Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the Annual Accounts for the Financial Year ended on 31^st March, 2023, the applicable Accounting Standards have 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 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 for the year ended on that period.

c. The Directors have 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 frauds and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis.

e. The Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

14. Auditors:

a. Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed there under, at the 30^th Annual General Meeting held on 28 September 2022, of M/S. HN Jhavar and Co., Chartered Accountants, Indore (ICAI Firm Registration Number: 000544C) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2027.

The Company has received a certificate from the Statutory Auditors confirming their eligibility and willingness for their appointment and affirmation that the appointment is in accordance with Section 139 read with Section 141 of the Act.

In accordance with Notification No. GSR 432(E) issued on 07^th May, 2018 by the Ministry of Corporate Affairs the appointment of statutory auditors is not required to be ratified at every Annual General Meeting.

Explanation to Auditor''s Remark

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to be reported by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Shraddha Jain, Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended on March 31, 2023 is annexed herewith marked as Annexure-I to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report:

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Ms. Shraddha Jain, Practicing Company Secretary has been submitted to the Stock Exchanges.

c. Cost Record and Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 (''the Act'') read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

The Board of Directors of the Company on recommendation of Audit Committee, in pursuance of Section 148 of the Companies Act, 2013, have appointed M/s. A. K. Jain & Associates, Cost Accountants, Indore (FRN: 101472), for conducting the audit of the cost accounting records maintained by the Company for the Financial Year 2023-2024. They have confirmed that their appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified from acting as Cost Auditors.

An appropriate Resolution has been incorporated in the Notice convening the Company’s 31^st Annual General Meeting for ratification of remuneration of the Cost Auditors as approved by the Board of Directors on the recommendation of the Audit Committee.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1) (a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed M/s. Nishi Agrawal and Company, Chartered Accountant, Indore to conduct internal audit reviews for the Company for the FY 2023-24.

15. Internal Financial Controls and its adequacy

The Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also

ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit is entrusted to M/s. Nishi Agrawal and Company, Chartered Accountant, Indore for the Financial Year 2023-24.The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

16. Particulars of loans, guarantees or investments

During the year under review, your Company has not given any loan, guarantee or made investments in anybody corporate in terms of section 186 of the Companies Act, 2013. Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 5 and 6 to the financial statements.

17. Particulars of contracts or arrangements with Related Parties

During the Financial Year 2022-2023, all contracts/ arrangements/ transactions entered into by the Company with its related parties were reviewed and approved by the Audit Committee and the Board. Prior omnibus approvals were obtained from the Audit Committee for related party transactions which were of repetitive nature, entered in the ordinary course of business and on an arm’s length basis. No transaction with any related party was in conflict with the interest of the Company.

All Related Party Transactions that were entered into during the Financial Year were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of Section 188 of the Companies Act, 2013 (''the Act’) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Therefore, there is no particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 which needs to be disclosed in the prescribed form AOC-2 and may be treated as not applicable. The Related Party Transactions Policy as approved by the Board is uploaded on the Company’s web link https://www.porwalauto.com/Other-shareholder-information.html. However, the related party transactions as covered under Indian Accounting Standards (IND AS 24) have been disclosed in the Note No. 47b of the financial statements for the year under review.

18. Conservation of Energy, technology absorption, foreign exchange earnings and outgo

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure-II to this report.

19. Risk Management

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

20. Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

21. Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations, 2015, the Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behaviour, actual or suspected, fraud or violation of the Company''s Code of Conduct or Ethics Policy and also to report insider trading violations as well as reporting of instances of leak of unpublished price sensitive information. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. During the year under review, no protected disclosure concerning any reportable matter in accordance with the Vigil mechanism and Whistle Blower policy of the Company was received by the Company. The Whistle Blower Policy has been posted on the website of the Company https://www.porwalauto.com/pdf/Vigil Mechanism.pdf.

22. Commission received by directors from holding/subsidiary Company

The Company does not have any holding/ subsidiary Company. Hence provisions of section 197 (14) of Companies Act, 2013 are not applicable to the Company.

23. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel

The prescribed particulars of employees 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 is enclosed as Annexure III and forms the part of this Board Report.

24. Particulars of Employees

During the year, there was no employee drawing remuneration in excess of Rs. 1,02,00,000/-p.a. or Rs. 8,50,000/- p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has not been given here.

Further the particulars of top ten employees in terms of remuneration drawn required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is enclosed as Annexure IV and forms the part of this Board Report.

25. Chief Financial Officer and Managing Director Certification

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended March 31, 2023 which is enclosed as forms the part of this Board Report.

26. Voting Rights of employees

During the year under review the Company has not given loan to any employee for purchase of its own shares as per section 67(3)(c) of Companies Act, 2013.

27. Disclosure regarding issue of Employee Stock Options

The Company has not issued shares under Employee’s Stock Options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

28. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued Sweat Equity Shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 & SEBI (issue of sweat equity) Regulations, 2002 during the Financial Year.

29. Corporate Governance Report

Your Company and its Board has been complying with Corporate Governance practices as set out in a separate report in pursuance of requirement of Para C of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure V.

Certificate obtained from Ms. Shraddha Jain, Practicing Company Secretary, confirming compliance of the Corporate Governance as stipulated under the said Regulations is also enclosed herewith in the Report and the same is enclosed as forms the part of this Annual Report.

30. Investor Education And Protection Fund (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”) notified by the Ministry of Corporate Affairs, the unclaimed and unpaid dividends amount for the year 2015-16 is required to be transferred to IEPF on the due date as specified in the Notice of the AGM and resulting shares on which no dividend is claimed for a consecutive 7 years will also be transferred to IEPF Authority as per the requirement of the IEPF rules on due date. Further, according to the rules, the resulting shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more also need to be transferred to the Demat account of the IEPF Authority. The Company has uploaded full details of such shareholders and shares due for transfer to IEPF Authority on its website at https://www.porwalauto.com/investor.html.

The Company had sent individual notices and also advertised in the newspapers seeking action from the Members who have not claimed their dividends for seven consecutive years or more.

The details related to dividend remains unpaid-unclaimed from the Company have been given in the Corporate Governance Report attached with the annual report of the Company.

31. Corporate Social Responsibility

During the Financial Year under review, the provisions of Section 135 of the Act relating to the constitution of a Corporate Social Responsibility Committeeare not applicable to the Company.

32. Management Discussion and Analysis Report

Management Discussion and Analysis Statement in pursuance of requirement of Regulation 34(2)(e) and Para B of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure - VI.

33. Listing at Stock Exchange

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the Listing Fee for the year 2022-23 has been duly paid.

The Company has complied with SEBI (LODR) Regulations, 2015 including payment of Annual Listing Fees up to March 31, 2024 to BSE Limited.

34. Insurance

The Company’s assets are adequately insured against the loss of fire and other risks, as consider necessary by the Management from time to time.

35. Business Responsibility Report

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the Financial Year ending March 31, 2023.

36. Depository System

Your Company’s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification dated June 8, 2018 & 30^th November, 2018 mandated that Share transfer shall be mandatorily carried out in dematerialized form only w.e.f. from April 1, 2019. In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company’s shares on either of the Depositories mentioned as aforesaid.

37. Convening Annual General Meeting (AGM) Through Audio-Visual Means Facility:

The Ministry of Corporate Affairs (MCA) by Circular No.14/2020 dated 8^th April 2020, Circular No. 17/2020 dated 13^th April 2020, Circular No. 20/2020 dated 5^th May 2020, Circular No. 02/2021 dated 13^th January 2021, Circular No. 19/2021 dated 08^th December 2021, 21/2021 dated 14^th December 2021 and Circular No. 2/2022 dated 5^th May 2022 and General Circular No. 10/2022 and 11/2022 dated 28^th December 2022 and read with Securities and Exchange Board of India (SEBI) Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12* May 2020, SEBI Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2021/11 dated 15^th January 2021 and SEBI Circular No. SEBI/HO/CFD/CMD2/ CIR/P/2022/62 dated 13^th May 2022 and SEBI Circular No. SEBI/Ho/cFD/PoD-2/P/CIR/2023/4 dated 05.01.2023 (‘MCA and SEBI Circulars’ /''the Circulars’) permitted convening the Annual General Meeting through Video Conference (''VC'')/Other Audio-Visual Means (''OAVM''), without the physical presence of the Members at a common venue. In compliance with the MCA and SEBI Circulars, applicable provisions of the Act and the Listing Regulations, the 31^st Annual General Meeting of your Company will be convened and conducted through VC / OAVM.

38. Provision of Voting by Electronic Means through remote e-voting and e-voting at the AGM:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The ensuing AGM will be conducted through VC/OVAM and no physical meeting will be held and your company has make necessary arrangements with CDSL to provide facility for remote e-voting and e-voting at AGM. The details regarding e-voting facility is being given with the notice of the Annual General Meeting.

39. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

40. Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere, hard work, loyal, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Company’s plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

41. Disclosure as required under Section 22 of Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

It may be noted that during the year 2022-23, no grievance/complaint from any women employee was reported.

42. Compliance Of Secretarial Standard

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors’ and ''General Meetings’, respectively, have been duly followed by the Company.

43. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and their status

There are no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

44. Details of difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while taking loans from the Banks or Financial Institution along with the reasons thereof

There are no such events occurred during the period from April 01, 2022 to March 31, 2023, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

45. Acknowledgements

Your Directors place on record their gratitude to all the Government and semi government departments and Company’s Bankers and all the stakeholders for their continuing assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

For and on behalf of the Board of Directors Porwal Auto Components Limited

Date: 11.08.2023 Place: Pithampur

Mukesh Jain Devendra Jain

Whole time Director Managing Director (DIN - 00245111) (DIN - 00232920)

Registered office Plot No. 209, Sector No. 1,

Industrial Area,

Pithampur (M.P.) 454775 CIN: L34300MP1992PLC006912

---

Mar 31, 2018

BOARDS' REPORT

To

The Members of

Porwal Auto Components Ltd.

Pithampur-454775

Your Directors have immense pleasure in presenting 26th Boards' Report of Porwal Auto Components Ltd, together with the audited financial statements for the year ended March 31, 2018.

1. STATE OF AFFAIRS, FlNANCIAL PERFORMANCE AND FUTURE OUTLOOK :

a. Financial Performance

The financial highlights and summarized financial results of the company are given below:

Â	Â	(Rs. in lacs)
Particulars	As on 31.03.2018	As on 31.03.2017
Revenue from Operations	11014.29	9175.27
Other Income	121.34	20.48
Total Expenses [excluding interest & depreciation]	9808.31	8221.76
Profit before Interest, Depreciation & Tax	1327.32	974.00
Less: Depredation	479.21	416.75
Less: Interest	210.70	108.11
Profit/ (Loss) Before Tax	637.41	449.13
Less: Tax Expenses	Â	Â
Current Tax	129.97	91.57
Deferred Tax	2.23	149.36
Net Profit / (Loss) after Tax	505.21	208.20
Add: Amount brought forward from Last Year	496.80	379.85
Balance carried forward to Balance Sheet	1002.01	588.05
Appropriations:	Â	Â
(a) Proposed Dividend on Equity Shares	-113.25	-75.50
(b) Tax on Proposed Dividend	-23.05	-15.37
(c) Income Tax/Wealth tax of earlier years	-1.43	-0.38
Balance carried forward to Balance Sheet	864.28	496.80

Your Company's financial statements for the year ended 31st March, 2018 are the financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable.

During the year under review the Company has reported a turnover of Rs. 11014.29 Lacs against the turnover of Rs. 9175.27 Lacs in the Previous Financial Year, registering an increment of Rs. 1839.03. The overall expense of the Company has also increased from Rs. 8221.76 Lacs to Rs. 9808.31 Lacs. The Company has earned a net profit of Rs. 505.22 Lacs as compared to profit of Rs. 208.20 in previous Financial Year.

b. Operations And Future Outlook

The Indian auto-components industry has experienced healthy growth over the last few years. The Indian auto-components market contributes almost seven per cent to India's GDP and employs as many as 19 million people. As per Automobile Component Manufacturers Association (ACMA) forecasts, automobile component exports from India are expected to reach US$ 70-billion by 2026 from US$ 10.9 billion in FY17. The Indian auto component industry aims to achieve US$ 200 billion in revenues by 2026.

The auto-components industry accounts for 2.3 per cent of India's Gross Domestic Product (GDP) and employs as many as 1.5 million people directly and indirectly each. A stable government framework, increased purchasing power, large domestic market, and an ever increasing development in infrastructure have made India a favourable destination for investment.

India is emerging as global hub for auto component sourcing. A cost-effective manufacturing base keeps costs lower by 10-25 per cent relative to operations in Europe and Latin America. Relative to competitors, India is geographically closer to key automotive markets like the Middle East and Europe. Global auto component players are increasingly adopting a dual-shore manufacturing model, using overseas facilities to manufacture few types of components and Indian facilities to manufacture the others.

Government has drafted Automotive Mission Plan (AMP) 2016-26 which will help the automobile industry to grow and will benefit Indian economy in the following ways:-

» Contribution of auto industry in the country's GDP will rise to 13 per cent, currently which is less than 10 percent

» More than 100 million jobs will be created in the economy » Companies will invest around US$80 billion as a part of their capital expenditure.

The long term outlook for the automobile industry is bright and robust, though outlook for the Indian auto industry in near term is expected to remain stable growth. The future outlook of your Company remains positive as your Company is actively working on both the strategic front and the operations front to take advantage of the turning trends which includes Research and Development, improving operational performances, focus on quality, broaden the customer base etc.

The Indian auto-components industry is set to become the third largest in the world by 2025 Indian auto-component makers are well positioned to benefit from the globalisation of the sector as exports potential could be increased by up to four times to US$ 40 billion by 2020.

Solar power in India is a fast developing industry. The country's solar installed capadty reached 23 GW as of 30 June 2018 India expanded its solar-generation capacity 8 times from 2,650 MW on 26 May 2014 to over 20 GW as on 31 January 2018.

Solar power being the best suited energy source, the Company in 2013-2014 has set up solar power generation unit at village Kadodiya Tarana District, Ujjain, Madhya Pradesh for captive consumption. The Company again has setup another solar power plant in the year 2017-18 of three mega wattat village Kadodiya Tarana, Ujjain. By putting solar power generation unit, the company provides electricity units to Madhya Pradesh Paschim Kashetra Vidyut Vitaran Co. Ltd (MPPWCL) and receives the credit of the same by the settlement of the electricity bill

c. Change in nature of Business

During the year there was no change in business activity of the company.

d. Changes in Share Capital

During the Financiall Year 2017-18 there was no change in capital structure of the company. The paid up equity capital as on 31st March, 2018 was Rs. 15,10,00,000. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares.

e. Revision of Annual Financial Statements

There was no case of revision in financial statement during the year.

2. Transfer to Reserves

During the year the Company has not transferred any amount to the reserves.

3. Dividend

The Directors has recommended a dividend of Rs. 0.75 per share (7.5%) on the Equity Shares of the Company (Previous year Rs. 0.50 per share,). If the dividend, as recommended above, is declared by the Members at the Annual General Meeting ('AGM'), the total outflow towards dividend on Equity Shares for the year would be Rs. 1,13,25,000 (excluding dividend tax) (Previous Year Rs. 75,50,000).

4. Deposits

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V- Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014

5. Material changes and commitments after the end of Financial Year

There are no material changes and commitments affecting financial position of the company which have occurred between the end of the financial year of the company to which financial statements relate and date of the report.

6. Subsidiary. Associate Companies or Joint Venture

The Company does not have any subsidiary company or holding company or joint venture or associate Company.

7. Extract of Annual Return

The extract of the Annual Return of the Company as on 31st March, 2018 in Form MGT - 9 in accordance with Section 92 (3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, are set out in the Annexure I to this report.

Further, As per Section 134 (3) (a) of the Companies Act, 2013, the Annual Return of the Company as on 31st March, 2017 in Form MGT - 7, has been posted the website of the Company and can be accessed through Company's web link at http://www.porwalauto.com/pdf/MGT-7_PACL.pdf and Annual Return for the Financial Year 31st March 2018 will be posted on website of the Company once the same will be filed with Registrar of Companies.

8. Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Surendra Jain retires by rotation and being eligible, offers himself for reappointment at the ensuing 26th Annual General Meeting. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

The term of office of Mr. Nitin Dafria(DIN: 01560804), Mr. Surajmal Birdichand Kucheria (DIN: 00027661) & Mr. Ramesh C Kashyap (DIN: 06593723) will expire on 31s1 March 2019. Based on the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on Saturday 11th August 2018, proposed the re-appointment of Mr. Nitin Dafria (DIN: 01560804), Mr. Surajmal Birdichand Kucheria (DIN: 00027661) & Mr. Ramesh C Kashyap (DIN: 06593723) as an Independent Director for a second term of five (5) years commencing from 01s1 April, 2019 to 31st March, 2024. The Board recommends the re-appointment of Mr. Nitin Dafria, Mr. Surajmal Birdichand Kucheria & Mr. Ramesh C Kashyap as Independent Director of the Company at the ensuing Annual General Meeting.

During the year under review, Mr. Devendra Jain (DlN- 00232920) has been re-appointed as Managing Director of the Company for a period of three years commencing from 01st August, 2017 to 31st July, 2020, pursuant to the provisions of sections 196,197, 203 and applicable provisions if any, of Companies Act, 2013.

During the year under review, Mr. Mukesh Utsavlal Jain (DIN- 00245111), has been re-appointed as Whole-Time Director of the Company for a period of three years commencing from 01st August, 2017 to 31st July, 2020, pursuant to the provisions of sections 196, 197, 203 and applicable provisions if any, of Companies Act, 2013.

During the year under review, Mr. Surendra Utsavlal Jain (DIN- 00245154), has been re-appointed as Whole-Time Director of the Company for a period of three years commencing from 01st August, 2017 to 31st July, 2020, pursuant to the provisions of sections 196,197, 203 and applicable provisions if any, of Companies Act, 2013.

Mr. Shailesh Jain and Ms. Hansika Mittal* are the Chief Financial Officer (CFO) and Company Secretary (CS) of the Company respectively.

* Ms. Hansika Mittal was appointed as a Company Secretary and Compliance Officer of the Company on 08th February, 2018 in place of Mrs. Arwa Saifee, who had been resigned from the office of Company Secretary on 01st December, 2017.

Declaration by Independent Directors

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there under.

Independent Directors not liable to retire by rotation, in terms of Section 149(13) of the Act. Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

9. Committees of the Board Of Directors

During the year under review, the Company has three committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The following are the details of the Board Committees during the Financial Year 2017-18:

(i) Audit Committee

(ii) Nomination and Remuneration Committee (iii) Stakeholders Relationship Committee Audit Committee:

Your Company has an adequately qualified and experienced Audit Committee with Mr. Nitin Dafria (Chairperson), Mr. Ramesh C Kashyap and Mr. Surajmal Birdichand Kucheria as Members. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The full details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

Corporate Social Responsibility Committee:

Your Company has formed the CSR Committee in the Board Meeting dated 18th May, 2018 as the Company's Net Profit for the year ended 31st March, 2018 exceeds Five Crore Rupees i.e. one of the condition fulfill as per Section 135 of Companies Act, 2013. The composition and other details of the CSR Committee are given in the Corporate Governance Report.

10. Meetings of the Board of Directors and its committees

a. Board Meetings: During the year under review the Board has met 6 (six) times viz. 27th May, 2017; 31st July, 2017; 1 2th August, 2017; 11 th Nov, 2017; 01st December, 2017; 08th February, 2018. The details of meetings of the Board and the attendance of Directors are provided in the Corporate Governance Report.

b. Committee Meetings: During the year under review, the Committees duly met and the details of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

c. Separate Meeting of Independent Director: During the year under review, a separate meeting of Independent Directors was held on 28th March, 2018. Details of the attendance of the Directors at such meeting and details about familiarization programme are provided in the Corporate Governance Report.

11. NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Section 178(3) of the Companies Act, 2013, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has formulated a policy relating to the remuneration for the Directors, key managerial personnel (KMP) and other employees which is being approved and adopted by the Board and has been posted on the website of the Company and can be accessed through web link http://www.porwalauto.com/pdf/NRC_POLICY_PACL.pdf .

Salient Features of the policy: The policy covers the following:

• Definitions

• Appointment Criteria for Directors and Key Management Personnel.

• Additional Criteria for Appointment of Independent Directors.

• Tenure of the Directors.

• Performance Evaluation Criteria.

• Removal of the Directors.

• Policy on Board Diversity.

• Policy Review.

• Remuneration Criteria for Non Executive Directors & Managing Director & Key Managerial Personnel & senior management.

Changes made in Nomination and Remuneration Policy

Further the Nomination and Remuneration Policy is amended with respect of the definition of the " Independent Director" which is amended as per the Companies Amendment Act, 2017 and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors in their meeting held on 18th May, 2018.

12. Performance Evaluation of the Board

Pursuant to the provisions of section 134(3)(p) of Companies Act 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on Januarys, 2017, the Nomination and Remuneration Committee of the Company has defined the evaluation criteria and procedure for the Performance Evaluation process for the Board, its Committees and Directors.

The Board of Directors has carried out an annual performance evaluation of its own performance, Independent Directors, the Directors and the Committees. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors, who also reviewed the performance of the Board as a whole. The criteria on the basis of which the evaluation has been carried out is explained in the Corporate Governance Report.

13. Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting polices 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 for the year ended on that period.

c. The Directors have 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 frauds and other irregularities.

d. The Directors had prepared the annual accounts on a going concern basis.

e. The Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

14. Auditors:

a. Statutory Auditors

Pursuant to the provisions of section 139 of the Act and the rules framed there under, at the 25th Annual General Meeting held on 28th September 2017, S N Gadiya & Company, Chartered Accountants (ICAI Firm Registration No. 002052C) were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2022.

The Company has received a certificate from the auditors confirming that their appointment is in accordance  with Section 139 read with Section 141 of the Act. Explanation to Auditor's Remark

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

b. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed Ms. Shraddha Jain, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31st, 2018 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

c. Cost Record and Cost Audit

Your company does not fall within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

d. Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1) (a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company have appointed Vikas S Garg & Company, to conduct internal audit reviews for the Company.

15. Internal Financial Controls and its adequacy

The Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit is entrusted to Vikas S Garg & Company. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

16. Particulars of loans, guarantees and investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 5 & 6 to the financial statements.

17. Particulars of contracts or arrangements with Related Parties

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no material contracts or arrangements or transactions during the year. Thus, the disclosure in Form AOC-2 under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable.

Details of transactions with Related Parties are provided in the accompanying financial statements.

The Company has adopted a Related Party Transactions Policy and the same is uploaded on the Company's website at http://www.porwalauto.com/. Suitable disclosures as required under Indian Accounting Standards (Ind AS 24) have been made in the Notes to the financial statements.

18. Conservation of Energy, technology absorption, foreign exchange earnings and outgo

The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo Pursuant to the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as Annexure III to this report.

19. Risk Management

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

20. Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

21. Vigil Mechanism/ Whistle Blower Policy

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil Mechanism Policy under which the employees are free to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy. The same is posted on the website of the Company at http://www.porwalauto.com/. It is hereby affirmed by the Board that no personnel have been denied access to the Audit Committee to lodge their grievances.

22. Commission received by directors from holding/ subsidiary Company

The Company does not have any holding/ subsidiary company. Hence provisions of section 197 (14) of Companies Act, 2013 are not applicable to the Company.

23. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel

The prescribed particulars of employees 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 is enclosed as Annexure IV and forms the part of this Board Report.

24. Particulars of Employees

During the year, there was no employee drawing remuneration in excess of Rs. 1,02,00,000/- p.a. or Rs. 8,50,000/ - p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has not been given here.

Further the particulars of top ten employees in terms of remuneration drawn required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is enclosed as Annexure V and forms the part of this Board Report.

25. Chief Financial Officer and Managing Director Certification

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director and Chief Financial Officer of the Company have certified to the Board regarding the Financial Statements for the year ended 31st March, 2018.

26. Voting Rights of employees

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67(3) (c) of Companies Act, 2013.

27. Disclosure regarding issue of Employee Stock Options

The Company has not issued shares under employee's stock options scheme pursuant to provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014.

28. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

29. Corporate Governance Report

Your Company and its Board has been complying with Corporate Governance practices as set out in a separate report in pursuance of requirement of para Cof Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure VI.

Auditor's certificate obtained from S N Gadiya & Company, Chartered Accountants (ICAI Firm Registration No. 002052C) confirming compliance of the Corporate Governance as stipulated under the said Regulations is also attached as Annexure IX to this Report.

30. Corporate Social Responsibility

As your Company meet the requirements of Section 135 of Companies Act, 2013 the Corporate Social Responsibility (CSR) committee was established by the Board.

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings are given in detail in the Report on Corporate Governance of the Company which forms part of this Report. The Corporate Social Responsibility Policy of the Company forms part of this report as Annexure VII.

31. Management Discussion and Analysis Report

Management Discussion and Analysis Statement in pursuance of requirement of para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to this report as Annexure-VIII.

32. Listing at Stock Exchange

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai and the Listing Fee for the year 2017-18 has been duly paid.

33. Insurance

The Company's assets are adequately insured against the loss of fire and other risks, as consider necessary by the Management from time to time.

34. Business Responsibility Report

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2018.

35. Depository System

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations, 2018, vide Gazette notification dated June 8, 2018, Share transfer shall be mandatorily carried out in dematerialized form only w.e.f. Decembers, 2018. In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

36. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

37. Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere, hard work, loyal, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Company's plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

38. Disclosure as required under Section 22 of Sexual Harassment of women at workplace (Prevention. Prohibition and Redressah Act. 201 3 and constitution of Internal Complaints Committee The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual

Â	For and on behalf of the Board of Directors
Date: 11.08.2018	Porwal Auto Components Limited
Place: Pithampur	Â	Â
Registered office Rot No. 209, Sector No. 1, Industrial Area, Pithampur (M.P) 454775 CIN: L34300MP1992PLC006912	Mukesh Jain Whole time Director (DIN- 00245111)	Devendra Jain Managing Director (DIN - 00232920)

ANNEXURE-I FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2018

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014

REGISTRATION & OTHER DETAILS:-

1	CIN	L34300MP1992PLC006912
2	Registration Date	03.02.1992
3	Name of the Company	Porwal Auto Components Ltd
4	Category/Sub-category of the Company	Public Company / Limited by shares
5	Address of the Registered office & contact details	Plot No. 209, Sector 1, Industrial Area, Pithampur, (M.P) 454775
6	Whether listed company	Yes
7	Name, Address & contact details of the Registrar & Transfer Agent, if any.	Link Intime India Pvt Ltd. C101, 247 Park, LBS Marg, Vikhroli West, Mumbai 400 083 Tel: [phone] Email Id : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

S.NO.	Name and Description of main products / services	NIC Code of the Product/ service	% to total turnover of the company
1.	CI & SG Iron Automobile Components	29301	97.6974%

III. PARTICULARS OF HOLDING, SUBSIDlARY AND ASSOCIATE COMPANIES -

S.NO.	Name and Address of the company	CIN/GLN	Holding/ Subsidiary/ Associate	% of shares Held	Applicable section
Â	Â	Â	NA	Â	Â

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

A) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year[As on 1-04-2017]				No. of Shares held at the end of the year[As on 31-03-2018]
Â	Demat	Physical	Total	% of Total Shares	Demat	Physical	Total	% of Total Shares	% Change during the year
A. Promoters	Â	Â	Â	Â	Â	Â	Â	Â	Â
1 Indian	Â	Â	Â	Â	Â	Â	Â	Â	Â
a Individual/ HUF	28,58,542	0	28,58,542	18.9307	28,09,442	0	28,09,442	18.6056	-0.3251
b Central Govt.	0	0	0	0	0	0	0	0	0
c State Govt. (s)	0	0	0	0	0	0	0	0	0
d Bodies Corp.	27,50,000	0	27,50,000	182119	27,50,000	0	27,50,000	182119	0
e Banks /Fl	0	0	0	0	0	0	0	0	0
f Any other	0	0	0	0	0	0	0	0	0
Sub-total (A) (1):-	56,08,542	0	56,08,542	37.1426	55,59,442	0	55,59,442	36.8174	-0.3251
2 Foreign	Â	Â	Â	Â	Â	Â	Â	Â	Â
NRIs-	0	0	0	0	0	0	0	0	0
a Individuals	0	0	0	0	0	0	0	0	0
b Other-Individuals	0	0	0	0	0	0	0	0	0
c Bodies Corp.	0	0	0	0	0	0	0	0	0
d Banks /Fl	0	0	0	0	0	0	0	0	0
e Any Other	0	0	0	0	0	0	0	0	0
Sub-total (A) (2):-	0	0	0	0	0	0	0	0	0
Total shareholding of Promoter (A) = (A(1)+(A)(2)	56,08,542	0	56,08,542	37.1426	55,59,442	0	55,59,442	36.8174	-0.3252
B Public Shareholding	Â	Â	Â	Â	Â	Â	Â	Â	Â
1 Institutions	0	0	0	0	0	0	0	0	Â
a Mutual Funds	0	0	0	0	0	0	0	0	0
b Banks /Fl	0	0	0	0	0	0	0	0	0
c Central Govt	0	0	0	0	0	0	0	0	0
d State Govt(s)	0	0	0	0	0	0	0	0	0
e Venture Capital	Â	Â	Â	Â	Â	Â	Â	Â	Â
Funds	0	0	0	0	0	0	0	0	0
f Insurance	Â	Â	Â	Â	Â	Â	Â	Â	Â
Companies	0	0	0	0	0	0	0	0	0
g Flls	0	0	0	0	0	0	0	0	0
h Foreign Venture	Â	Â	Â	Â	Â	Â	Â	Â	Â
Capital Funds	0	0	0	0	0	0	0	0	0
i Others (specify)	0	0	0	0	0	0	0	0	0
Sub-total (B)(1):-	0	0	0	0	0	0	0	0	0
2 Non-Institutions	Â	Â	Â	Â	Â	Â	Â	Â	Â
a Bodies Corp.	Â	Â	Â	Â	Â	Â	Â	Â	Â
i Indian	35,61,503	1,96,600	37,58,103	24.8880	35,55,886	1,95,700	37,51,586	24.8449	-0.0432
ii Overseas	0	0	0	0	0	0	0	0	0
b Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â
i Individual shareholders holding nominal share capital upto Rs. 1 lakh	3636528	408303	4044831	26.7870	3884932	404603	4289535	28.4075	1.6205
ii Individual shareholders holding nominal share capital in excess of Rs lakh	1067012	44700	1111712	7.3623	974544	44700	1019244	6.7500	-0.6123
c Others (specify)	Â	Â	Â	Â	Â	Â	Â	Â	Â
Hindu Undivided Family	2,60,436	0	2,60,436	1.7247	2,41,903	0	2,41,903	1.6020	-0.1227
Non Resident Indians (Repat)	62,870	0	62,870	0.4164	77,865	0	77,865	0.5157	0.0993
Non Resident Indians (Non-Repat)	52,915	0	52,915	0.3504	59,202	0	59,202	0.3921	0.0417
Overseas Cooperate Bodtes	0	0	0	0	0	0	0	0	0
Foreign Nationals	0	0	0	0	0	0	0	0	0
Market maker	0	0	0	0	0	0	0	0	0
Clearing Members	2,00,591	0	2,00,591	1.3284	1,01,223	0	1,01,223	0.6703	-0.6581
Trusts	0	0	0	0	0	0	0	0	0
Bodies Corporate	3561503	196600	3758103	24.8881	3555886	195700	3751586	24.8449	-0.0432
Foreign Bodies-D R	0	0	0	0	0	0	0	0	0
Sub-total (B)(2):-	8841855	649603	9491458	47.5497	8895555	645003	9540558	47.7957	0.2460
Total Public Shareholding (B)=(B)(1)+ (B)(2)	8841855	649603	9491458	47.5497	8895555	645003	9540558	47.7957	0.2460
C. Shares held by Custodian for GDRs & ADRs	Â	Â	Â	Â	Â	Â	Â	Â	Â

ii. Shareholding of Promoter and Promoters Group-

S. No.	Shareholder's Name	Shareholding at the beginning of the year (As on 01-04-2017)			Shareholding at the end of the year (As on 31-03-2018)
		No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	No. of Shares	% of total Shares of the company	% of Shares Pledged / encumbered to total shares	% change in shareholding during the year
1	Surendra Jain	3,89,280	2.578	0	3,89,280	2.578	0	0
2	Devendra Jajn	3,52,299	2.3331	0	3,52299	2.3331	0	0
3	Mukesh Jain	2,81,105	1.8616	0	2,81,105	1.8616	0	0
4	Gajendra Utsavlalji Jain	2,75,989	1.8277	0	2,75,989	1.8277	0	0
5	Shailesh Jain	1,92,800	1.2768	0	1,92,800	12768	0	0
6	Chandanbai Utsavlal Jain	1,64,000	1.0861	0	1,64,000	1.0861	0	0
7	Sunita Jain	1,14,600	0.7589	0	1,14,600	0.7589	0	0
8	Pramila Jain	1,10,000	0.7285	0	1,10,000	0.7285	0	0
9	Pushpa Jain	95,000	0.6291	0	95000	0.6291	0	0
10	Manju Jain	94,900	0.6285	0	94,900	0.6285	0	0
11	Piemlata Jain	92,000	0.6093	0	92000	0.6093	0	0
12	Atin Jain	78,500	0.5199	0	78500	0.5199	0	0
13	Santosh Aidasani	75,000	0.4967	0	75,000	0.4967	0	0
14	Arshui Jain	72,500	0.4801	0	72,500	0.4801	0	0
15	Devendna Jain HUF	69,000	0.457	0	69,000	0.457	0	0
16	Gajendra Jain HUF	66,000	0.4371	0	66,000	0.4371	0	0
17	Mukesh Jain HUF	59,000	0.3907	0	59,000	0.3907	0	0
18	Sejal Jain	34,500	0.2285	0	34,500	0.2285	0	0
19	Sorjaji Parekh	30,800	0.204	0	30,800	0204	0	0
20	Parul Atin Jain	26,500	0.1755	0	26,500	0.1755	0	0
21	Richa Devendra Jain	24,000	0.1589	0	24,000	0.1589	0	0
22	Reema Devendra Jain	23,000	0.1523	0	23,000	0.1523	0	0
23	Shailesh Jain HUF	20,500	0.1358	0	20,500	0.1358	0	0
24	Surendra Jain HUF	59,500	0.394	0	19,500	0.1291	0	-0.2649
25	Cherry Sanman Kapale	21,500	0.1424	0	17,500	0.1158	0	-0.0266
26	Rohan Mukesh Jain	17,500	0.1159	0	17,500	0.1159	0	0
27	Riti Dawra	9,000	0.0596	0	9,000	0.0596	0	0
28	Anish Jain	4,000	0.0265	0	4,000	0.0265	0	0
29	Shikha Gawade	5,769	0.0382	0	669	0.0044	0	-0.0338
30	Flag Vittawas Limited	27,50,000	18.2119	0	27,50,000	18.2119	0	0
Â	Total	5608542	37.1427	0	55,59,442	36.8173	0	0

iii Change in Promoters' Shareholding (please specify, if there is no change)

s. No.	Particulars	Shareholding at the beginning of the year (As on 01-04-2017)		Cumulative Shareholding during the year (01-04-2017 to 31-03-2018)
	Â	No. of shares	% of total shares of the company	No. of shares	% of total shares of the company
Â	At the beginning of the year	56,08,542	37.1426%	56,08,542	37.1426%
Â	Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc.) :	Â	Â	Note-1
Â	At the end of the year	55,59,442	36.8175%	55,59,442	36.8175%

Note : There is change in the total shareholding of promoters between 01-04-2017 and 31-03-2018 and the same details are given below.

NOTE-I DETAILS OF INCREASE AND DECREASE IN PROMOTERS' SHARE HOLDING

SI. No.	Name	Shareholding					Cumulative Shareholding during the year (01-04-17 to 31-03-18)
		No. of Shares at the beginning  (01-04-17) end of the year (31-03-18)	% of total shares of Company	Date	Increase/ Decrease in share-	Reason	No. of Shares	% of total shares of Company
1.	Surendra Jain HUF	59500	0.3940	01.04.2017	Â	Â	59500	0.3940
		Â	Â	13.10.2017	-40000	Transfer	19500	0.1291
		19500	0.1291	31.03.2018	Â	Â	19500	0.1291
2.	Cherry Sanman Kapale	21500	0.1424	01.04.2017	Â	Â	21500	0.1424
		Â	Â	27.10.2017	-4000	Transfer	17500	0.1159
		17500	0.1159	31.03.2018	Â	Â	17500	0.1159
3.	Shikha Gawade	5769	0.0382	01.04.2017	Â	Â	5769	0.0382
		Â	Â	27.10. 2017	-5100	Transfer	669	0.0044
		669	0.0044	31.03.2017	Â	Â	669	0.0044

iv. Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and ADRs):

SI. No.	Name (For Each of the Top 10 Shareholders)	Shareholding at the beginning of the year (As on 01-04-2017)		Date	Increase/ Decrease in shareholding	Reason	Cumulative Shareholding during the year (01-04-17 to 31-03-18)		Â
							No. of Shares	% of total shares of Company	Â
		No. of Shares at the beginning (01-04-17)	% of total shares of Company						Â
1	PORWAL FINSEC PVT. LIMITED	3288300	21.7768%	Nil movement during the year			3288300	21.7768%	Â
2	PADMA PIRLAMARLA	296311	1.9623	Nil movement during the year			296311	1.9623	Â
3	AZIZ YAKUB SHAIKH	13350	0.0884	1st April,2017	0	Â	13350	0.0884	Â
Â	Â	Â	Â	02 Jun ,2017	22153	Transfer	35503	0.2351	Â
Â	Â	Â	Â	25 Aug, 2017	3232	Transfer	38735	0.2565	Â
Â	Â	Â	Â	24 Nov 2017	10685	Transfer	49420	0.3273	Â
Â	Â	Â	Â	31st Mar. 2018	0	Â	49420	0.3273	Â
4	KEYNOTE INDUSTRIES PRIVATE LIMITED	49000	0.3245	Nil movement during the year			49000	0.3245	Â
5	SURANA INTERNATIONAL PRIVATE LIMITED	46900	0.3106	Nil movement during the year			46900	0.3106	Â
6	EDELWEISS BROKING LTD	26443	0.1751	1st April 2017	0	Â	26443	0.1751	Â
		Â	Â	07 Apr 2017	36	Transfer	26479	0.1754	Â
		Â	Â	14 Apr 2017	1536	Transfer	28015	0.1855	Â
		Â	Â	21 Apr 2017	(455)	Transfer	27560	0.1825	Â
		Â	Â	28 Apr 2017	295	Transfer	27855	0.1845	Â
Â	Â	Â	Â	05 May 2017	2706	Transfer	30561	0.2024	Â
Â	Â	Â	Â	12 May 2017	116	Transfer	30677	0.2032	Â
Â	Â	Â	Â	19 May 2017	(1540)	Transfer	29137	0.1930	Â
Â	Â	Â	Â	26 May 2017	116	Transfer	29253	0.1937	Â
Â	Â	Â	Â	02 Jun 2017	(26607)	Transfer	2646	0.0175	Â
Â	Â	Â	Â	09 Jun 2017	(882)	Transfer	1764	0.0117	Â
Â	Â	Â	Â	16 Jun 2017	38	Transfer	1802	0.0119	Â
Â	Â	Â	Â	23 Jun 2017	145	Transfer	1947	0.0129	Â
Â	Â	Â	Â	30 Jun 2017	(60)	Transfer	1887	0.0125	Â
Â	Â	Â	Â	07 Jul 2017	2328	Transfer	4215	0.0279	Â
Â	Â	Â	Â	14 Jul 2017	(942)	Transfer	3273	0.0217	Â
Â	Â	Â	Â	21 Jul 2017	(1480)	Transfer	1793	0.0119	Â
Â	Â	Â	Â	28 Jul 2017	2553	Transfer	4346	0.0288	Â
Â	Â	Â	Â	11 Aug 2017	9758	Transfer	14104	0.0934	Â
Â	Â	Â	Â	18 Aug 2017	6550	Transfer	20654	0.1368	Â
Â	Â	Â	Â	25 Aug 2017	(9332)	Transfer	11322	0.0750	Â
Â	Â	Â	Â	01 Sep 2017	50	Transfer	11372	0.0753	Â
Â	Â	Â	Â	08 Sep 2017	5110	Transfer	16482	0.1092	Â
Â	Â	Â	Â	15 Sep 2017	(4424)	Transfer	12058	0.0799	Â
Â	Â	Â	Â	22 Sep 2017	4283	Transfer	16341	0.1082	Â
Â	Â	Â	Â	29 Sep 2017	318	Transfer	16659	0.1103	Â
Â	Â	Â	Â	13 Oct 2017	5360	Transfer	22019	0.1458	Â
Â	Â	Â	Â	20 Oct 2017	246	Transfer	22265	0.1475	Â
Â	Â	Â	Â	27 Oct 2017	15080	Transfer	37345	0.2473	Â
Â	Â	Â	Â	03 Nov 2017	(2885)	Transfer	34460	0.2282	Â
Â	Â	Â	Â	10 Nov 2017	(200)	Transfer	34260	0.2269	Â
Â	Â	Â	Â	17 Nov 2017	3950	Transfer	38210	0.2530	Â
Â	Â	Â	Â	24 Nov 2017	(14427)	Transfer	23783	0.1575	Â
Â	Â	Â	Â	01 Dec 2017	300	Transfer	24083	0.1595	Â
Â	Â	Â	Â	08 Dec 2017	200	Transfer	24283	0.1608	Â
Â	Â	Â	Â	15 Dec 2017	(200)	Transfer	24083	0.1595	Â
Â	Â	Â	Â	22 Dec 2017	1175	Transfer	25258	0.1673	Â
Â	Â	Â	Â	29 Dec 2017	(2575)	Transfer	22683	0.1502	Â
Â	Â	Â	Â	05 Jan 2018	100	Transfer	22783	0.1509	Â
Â	Â	Â	Â	12 Jan 2018	2760	Transfer	25543	0.1692	Â
Â	Â	Â	Â	19 Jan 2018	21971	Transfer	47514	0.3147	Â
Â	Â	Â	Â	26 Jan 2018	(674)	Transfer	46840	0.3102	Â
Â	Â	Â	Â	02 Feb 2018	(300)	Transfer	46540	0.3082	Â
Â	Â	Â	Â	09 Feb 2018	(1204)	Transfer	45336	0.3002	Â
Â	Â	Â	Â	23 Feb 2018	(8906)	Transfer	36430	0.2413	Â
Â	Â	Â	Â	02 Mar 2018	(6260)	Transfer	30170	0.1998	Â
Â	Â	Â	Â	23 Mar 2018	1	Transfer	30171	0.1998	Â
Â	Â	Â	Â	31 Mar 2018	14123	Transfer	44294	0.2933	Â
Â	JATIN RASIKLAL MANSATA	1000	0.0066	1st April 2017	0	Â	1000	0.0066	Â
Â	Â	Â	Â	27 Oct 2017	(1000)	Transfer	0	0.0000	Â

 

 

SI. No.	Name (For Each of the Top 10 Shareholders)	Shareholding at the beginning of the year (As on 01-04-2017)		Date	Increase/ Decrease in shareholding	Reason	Cumulative Shareholding during the year (01-04-17 to 31-03-18)		Â
							No. of Shares	% of total shares of Company	Â
		No. of Shares at the beginning (01-04-17)	% of total shares of Company						Â
Â	Â	Â	Â	02 Mar 2018	35867	Transfer	35867	0.2375	Â
Â	Â	Â	Â	31st March 2018	0	Â	35867	0.2375	Â
8	AJIT KAKUBHAI VAJANI	0	0.0000	1st April 2017	0	Â	0	0.0000	Â
		Â	Â	09 Mar 2018	28000	Transfer	28000	0.1854	Â
Â	Â	Â	Â	16 Mar 2018	7000	Transfer	35000	0.2318	Â
Â	Â	Â	Â	31st Mar. 2018	0	Â	35000	0.2318	Â
9	MUTHULAKSHMI M	32026	0.2121	Nil movement during the year			32026	0.2121	Â
10	KUNJITA IMPEX PRIVATE LIMITED	29378	0.1946	Nil movement during the year			29378	0.1946	Â
		Â	Â				Â	Â	Â
11	INDIA NIVESH SECURITIES LIMITED	100400	0.6649	1st April 2017	0	Â	100400	0.6649	Â
		Â	Â	28 Apr 2017	(400)	Transfer	100000	0.6623	Â
Â	Â	Â	Â	12 May 2017	1199	Transfer	101199	0.6702	Â
Â	Â	Â	Â	19 May 2017	(1199)	Transfer	100000	0.6623	Â
Â	Â	Â	Â	02 Jun 2017	500	Transfer	100500	0.6656	Â
Â	Â	Â	Â	09 Jun 2017	(400)	Transfer	100100	0.6629	Â
Â	Â	Â	Â	16 Jun 2017	(100)	Transfer	100000	0.6623	Â
Â	Â	Â	Â	11 Aug 2017	(98626)	Transfer	1374	0.0091	Â
Â	Â	Â	Â	18 Aug 2017	(1374)	Transfer	0	0.0000	Â
Â	Â	Â	Â	08 Sep 2017	2	Transfer	2	0.0000	Â
Â	Â	Â	Â	15 Sep 2017	(2)	Transfer	0	0.0000	Â
Â	Â	Â	Â	20 Oct 2017	250	Transfer	250	0.0017	Â
Â	Â	Â	Â	03 Nov 2017	750	Transfer	1000	0.0066	Â
Â	Â	Â	Â	10 Nov 2017	(1000)	Transfer	0	0.0000	Â
Â	Â	Â	Â	17 Nov 2017	50	Transfer	50	0.0003	Â
Â	Â	Â	Â	23 Mar 2018	1644	Transfer	1694	0.0112	Â
Â	Â	Â	Â	31 Mar 2018	(644)	Transfer	1050	0.0070	Â
12	MAHESH KURUNGHAT SUKUMARAN	87914	0.5822	1st April 2017	0	Â	87914	0.5822	Â
		Â	Â	12 May 2017	(4730)	Transfer	83184	0.5509	Â
Â	Â	Â	Â	19 May 2017	(17607)	Transfer	65577	0.4343	Â
Â	Â	Â	Â	02 Jun 2017	(830)	Transfer	64747	0.4288	Â
Â	Â	Â	Â	16 Jun 2017	(6170)	Transfer	58577	0.3879	Â
Â	Â	Â	Â	14 Jul 2017	(54257)	Transfer	4320	0.0286	Â
Â	Â	Â	Â	11 Aug 2017	54	Transfer	4374	0.0290	Â
Â	Â	Â	Â	22 Sep 2017	(4374)	Transfer	0	0.0000	Â
Â	Â	Â	Â	31st Mar. 2018	0	Â	0	0.0000	Â
13	GOVINDBHAI . LALJIBHAI KAKADIA	32935	0.2181	1st April 2017	Â	Â	32935	0.2181	Â
		Â	Â	12 May 2017	10000	Transfer	42935	0.2843	Â
Â	Â	Â	Â	23 Jun 2017	(7790)	Transfer	35145	0.2327	Â
Â	Â	Â	Â	30 Jun 2017	(5500)	Transfer	29645	0.1963	Â
Â	Â	Â	Â	07 Jul 2017	(6800)	Transfer	22845	0.1513	Â
Â	Â	Â	Â	14 Jul 2017	(12845)	Transfer	10000	0.0662	Â
Â	Â	Â	Â	21 Jul 2017	(5000)	Transfer	5000	0.0331	Â
Â	Â	Â	Â	01 Sep 2017	(5000)	Transfer	0	0.0000	Â
Â	Â	Â	Â	31st Mar. 2018	0	Â	0	0.0000	Â

V. Shareholding of Directors and Key Managerial Personnel:

SI. No.	Name (For Each of the Top 10 Shareholders)	Shareholding at the beginning of the year (As on 01-04-2017)		Date	Increase/ Decrease in shareholding	Reason	Cumulative Shareholding during the year (01-04-17 to 31-03-18)		Â
							No. of Shares	% of total shares of Company	Â
		No. of Shares at the beginning (01-04-17)	% of total shares of Company						Â
A.	DIRECTOR	Â	Â	Â	Â	Â	Â	Â	Â
1	Mr. Devendra Jain Managing Director	352299	2.3331	Nil movement during the year			352299	2.3331	Â
2	Mr. Mukesh Jain Whole Time Director	281105	1.8616	Nil movement during the year			281105	1.8616	Â
3	Mr. Surendra Jain Whole Time Director	389280	2.5780	Nil movement during the year			389280	2.5780	Â
4	Mr. Nitin Dafria Independent Director	0	0	Nil Holding during the year			0	0	Â
5	Mr. Surajmal Kucheria Independent Director	0	0	Nil Holding during the year			0	0	Â
6	Mr. Ramesh kashyap Independent Director	0	0	Nil Holding during the year			0	0	Â
7	Mrs. Rajni Jain Independent Director	0	0	Nil Holding during the year			0	0	Â
B. KEY MANAGEMENT PRSONNEL									Â
1	Mr. Shailesh Jain-CFO	1,92,800	1.2768	01-04-17	Â	Nil Move-ment during the year	Â	Â	Â
Â	Â	Â	Â	31-03-18	Â		1,92,800	1.2768	Â
2	Ms. Arwa Saifee-CS	0	0	01-04-2017	0	Nil Holding during the year	0	0	Â
Â	Â	Â	Â	30-11-17	Â		Â	Â	Â
3	Ms. Hansika Mittal-CS	0	0	08-02-18	Â		0	0	Â
Â	Â	Â	Â	31-03-18	Â		0	0	Â

Note : CS Arwa Saifee has resigned from office of Company Secretary as on 1st December, 2017.

V INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for payment.

SN	Particulars	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
Â	Indebtedness at the beginning of the financial year (01.04.2017)	Â	Â	Â	Â
i)	Principal Amount	7,82,88,919	-	-	7,82,88,919
ii)	Interest due but not paid	-	-	-	-
iii)	Interest accrued but not due	-	-	-	-
Â	Total (i+ii+iii)	7,82,88,919	-	-	7,82,88,919
Â	Change in Indebtedness during the financial year	Â	-	-	Â
Â	•Addition	11,03,94,546/-	-	-	11,03,94,546/-
Â	*Reduction	(1,08,93,814)/-	Â	Â	(1,08,93,814)/-
Â	Net Change	99500732/-	-	-	99500732/-
Â	Indebtedness at the end of the financial year (31.03.2018)	Â	-	-	Â
i)	Principal Amount	177789651 /-	-	-	177789651 /-
ii)	Interest due but not paid	-	-	-	-
iii)	Interest accrued but not due	-	-	-	-
Â	Total (i+ii+iii)	177789651 /-	-	-	177789651 /-

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

 A Remuneration to Managing Director, Whole-time Directors and/or Manager:

SN	Particulars of Remuneration	Â	Name of MD/WTD/ Manager			Total Amount
		Â	Mr. Devendra Jain	Mr. Mukesh Jain	Mr. Surendra Jain	Â
1	Gross salary	Â	Â	Â	Â	Â
Â	(a) Salary as per provisions contained in section 17(1)	Â	Â	Â	Â	Â
Â	of the Income-tax Act, 1961	Â	3600000	3600000	3600000	10800000
Â	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	Â	-	-	-	-
Â	(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961	Â	-	-	-	-
2	Stock Option	Â	-	-	-	-
3	Sweat Equity	Â	-	-	-	-
4	Commission	Â	Â	Â	Â	Â
Â	- as % of profit-	Â	-	-	-	Â
Â	- others, specify. ..-	Â	-	-	-	Â
5	Others, please specify-	Â	-	-	-	Â
Â	Total (A)	Â	3600000	3600000	3600000	10800000
Â	Ceiling as per the Act	Â	As per schedule V of Companies Act 2013

B Remuneration to other directors

SN	Particulars of Remuneration	Name of Directors				Total Amount
1	Independent Directors	Mr. Nitin Dafria	Mr. Surajmal Kucheria	Mr. Ramesh Kashyap	Mrs. Rajni Jain	Â
Â	Fee for attending board committee meetings	5000	5000	6000	6000	22000
Â	Commission	-	-	-	-	-
Â	Others, please specify	-	-	-	-	-
Â	Total (1)	5000	5000	6000	6000	22000
2	Other Non-Executive Directors	Â	Â	Â	Â	Â
Â	Fee for attending board committee meetings	-	-	-	-	-
Â	Commission	-	-	-	-	-
Â	Others, please specify	-	-	-	-	-
Â	Total (2)	-	-	-	-	-
Â	Total (B)=(1+2)	5000	5000	6000	6000	22000
Â	Total Managerial Remuneration	5000	5000	6000	6000	22000

 

C REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD /MANAGER/ WTD

SN	Particulars of Remuneration	Key Managerial Personnel
		CFO	cs	CS	Total Amount
		Shailesh Jain	Arwa Saifee	Ms. Hansika Mittal	Â
1	Gross salary	2700000	172000	37270	2958000
Â	(a) Salary as per provisions contained in section 17(1) of the	Â	Â	Â	Â
Â	Income-tax Act, 1961	-	-	-	Â
Â	(b) Value of perquisites u/s 17(2) Income-tax Act, 1961	-	-	Â	Â
Â	(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961	-	-	-	Â
2	Stock Option	-	-	-	Â
3	Sweat Equity	Â	Â	Â	Â
4	Commission	-	-	-	Â
Â	- as % of profit	-	-	-	Â
Â	- others, specify...	-	-	-	Â
5	Others, please specify	-	-	-	Â
Â	Total (A)	2700000	172000	37270	2958000

Note: CS Arwa Saifee has resigned from office of Company Secretary as on 1.12.2017 and Ms. Hansika Mittal appointed as Company Secretary of the Company w.e.f. 08.02.2018.

VII PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

 There were no Penalties/ Punishment/ Compounding of Offences for the year ended 31st March 2018.

Â	Type	Section of the Companies Act	Brief Description	Details of Penalty / Punishment/ Compounding fees imposed	Authority [RD / NCLT/ COURT]	Appeal made, if any (give Details)
Â	A. COMPANY	Â	Â	NIL	Â
Â	Penalty
Â	Punishment
Â	Compounding
Â	B. DIRECTORS
Â	Penalty
Â	Punishment
Â	Compounding
Â	C. OTHER OFFICERS IN DEFAULT
Â	Penalty
Â	Punishment
Â	Compounding

Note : Extract of Annual Return i.e. form MGT-9 can be also assessed on the weblink of the Company http:// www. porwalauto.com/pdf/MGT-9_PACL.pdf

Date: 11.08.2018	For and on behalf of the Board of Directors Porwal Auto Components Limited
Place: Pithampur	Â	Â
Registered office	Mukesh Jain	Devendra Jain
Rot No. 209, Sector No. 1, Industrial Area, Pthampur (M.P) 454775 CIN: L34300MP1992PLC006912	Whole time Director (DIN -00245111)	Managing Director (DIN - 00232920)

Annexure - II FORM No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FlNANCIAL YEAR ENDED 31ST MARCH 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

PORWAL AUTO COMPONENTS LI Ml TED

(L34300MP1992PLC006912)

Plot No. 209, Sector 1,

Industrial Area, Pithampur

MP 454775 IN

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by PORWAL AUTO COMPONENTS LIMITED,(hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31st March 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Ptegulation) Act, 1956 ('SCRA') and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; which is not applicable to the company during audit period:

d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; which is not applicable to the company during audit period:

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; which is not applicable to the company during audit period:

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; which is not applicable to the company during audit period

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; which is not applicable to the company during audit period

i. The Securities and Exchange Board of India (Listing obligations And Disclosure Requirements) Regulations, 2015 (in so far as they are made applicable from time to time).

I have also examined compliance with the applicable clauses of the Secretarial Standards issued by The Institute of Company Secretaries of India.

I report that, during the year under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines and Standards mentioned above.

I further report that, the compliance by the Company of applicable financial laws such as direct and indirect tax laws and maintenance of financial records and books of accounts has not been reviewed in this Audit since the same have been subject to review by statutory financial audit and other designated professionals.

I further report that,

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the year under review there has been no change took place in the composition of Board of Directors.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes of the meetings duly recorded and signed by the Chairman, the decisions of the Board were unanimous and no dissenting views have been recorded.

I further report that, based on the information provided and the representation made by the Company,that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines, and there were no other specific events / actions in pursuance of the above referred laws, rules, regulations, guidelines, etc. having a major bearing on the Company's affairs.

Â	SHRADDHA JAIN
Â	PRACTISING COMPANY SECRETARY
Â	ACS No: 39488
Place: Indore	C P No: 14717
Date: 11.08.2018	Â

ANNEXURE-III

The information under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2018 is given here below and forms part of the Board Report.

A. Conservation of Energy :

i. The steps taken or impact on conservation of energy

• Company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

• Upgradation of Machineries and installation of new machineries based on fuel or power efficiency.

• Monitoring the maximum demand and power load factor on daily basis.

• Replacement of inefficient motors with energy efficient motors.

ii. The steps taken by the Company for utilizing alternate sources of energy During the year under review the Company utilized solar energy for electricity.

Ill. Capital Investment on Energy Conservation Equipments

The Company acknowledges the fact that investment in energy conservation offers significant economic benefits in addition to climate change benefits.

The Company has setup solar power plant in the year 2013-14 for environment protection and conservation of energy. The Company has invested Rs. 11.97 crores as capital investment on energy conservation equipment. In the year 2016-2017 and 2017-2018, the Company has earned total receipt of Rs. 142.80 Lacs and Rs. 144.88 Lacs respectively from the solar power generation unit.

The Company has setup another solar power plant in the year 2017-18 of three mega watt for the captive consumption. The Company has invested Rs. 13.49 crores as capital investment. In the year 2017-2018, the Company has earned total receipt of Rs. 96.02 Lacs from the solar power generation unit.

B. Technology Absorption

I. The efforts made towards technology absorption Installation of solar power generation unit for electricity.

ii. The benefits derived like increase in productivity and cost reduction.

III. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - The company is using manufacturing technology which is entirely indigenous.

iv. Expenditure on R&D - Research & Development activities are being carried out as part of the Company's normal business activities. In order to maintain its position, your Company is continuously upgrading its technology to meet the ever increasing demands of its customers. The Company is regular in adding new equipments for testing. During the year the Company has made an investment of Rs. 40.51 Lacs approximately towards Research and Development.

c.	Foreign exchange earnings and Outgo-	2017-18	2016-17
Â	Foreign exchange earnings	NIL	NIL
Â	Foreign exchange outgo	9.48 lacs	NIL
Â	(Travelling Expenses)	Â	Â

 

Date: 11.08.2018 Place: Pithampur	For and on behalf of the Board of Directors Porwal Auto Components Limited
Registered office	Mukesh Jain	Devendra Jain
Rot No. 209, Sector No. 1, Industrial Area, Pithampur (M.P) 454775 CIN: L34300MP1992PLC006912	Whole time Director	Managing Director
	(DIN- 00245111)	(DIN - 00232920)
	Â	Â

Annexure - IV

DETAILS PERTAINlNG TO REMUNERATION 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

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2017-18, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2016-17 and the comparison of remuneration of each key Managerial Personnel (KMP) against the performance of the Company are as under:

s.No.	Name of Director/ KMP and Designation	Designation	Remuneration of Director/ KMP for financial year 2017-18	% increase in Remuneration in the Financial Year 2017-1 8	Ratio of Remuneration of each Director to median remuneration of employees
1.	Mr. Devendra Jain	Managing Director	36,00,000	5.88%	33:1
2.	Mr. Mukesh Jain	Whole Time Director	36,00,000	5.88%	33:1
3.	Mi. Surendra Utavlal Jain	Whole Time Director	36,00,000	5.88%	33:1
4.	Mr. Surajmal Kucheria	Independent Non Executive Director	—	—	NA
5.	Mr. Nitin Dafria	Independent Non Executive Director	—	—	NA
6.	Mr. Ramesh Kashyap	Independent Non Executive Director	—	—	NA
7.	Mrs. Rajni Jain	Independent Non Executive Director	—	—	NA
8.	Mr. Shailesh Jain	CFO	2700000	5.88%	—
9.	Ms. Arwa Saifee	Company Secretary	172000	—	—
10.	Ms. Hansika Mittal	Company Secretary	37270	—	—

NOTE:

- None of the Independent Directors of the Company received any remuneration during the financial year 2017-18

- Ms. Hansika Mittal was appointed on 08.02.2018. Therefore no percentage Increase/decrease in Remuneration in the Financial Year 2017-18 is seen.

(ii) The percentage increase in the median remuneration of employees in the financial year- 6.33% (iii) The number of permanent employees on the rolls of Company as on March 31, 2018- 325

Employees (iv) Average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year i.e. 2017-18 was 13.55% whereas there is increase in the managerial remuneration for the same financial year was 17.64%. There are no exceptional circumstances for increase/decrease in the managerial remuneration.

(v) The key parameters for any variable component of remuneration availed by the directors are approved by the Board of Directors based on the recommendation of Nomination & Remuneration Committee.

(vi) It is hereby affirmed that the remuneration paid is as per the Nomination and Remuneration

Policy for Directors, Key Managerial Personnel and other Employees.

Annexure - V

DETAILS PERTAINlNG TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(2) & 5 (3) OF CHAPTER XIII, THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, AND FORMING PART OF THE BOARDS' REPORT

s.No.	Name	Designation	Remuneration received	Qualification and Experience	Date of Joining	Age	Last Employment
1	Mr. Surendra Jain	Whole Time Director	36,00,000	B. E (Mech), 42 Years experience of Business & Industry.	07.06.2005	66 Years	Trivent Conductors Limited, Indore
2	Mr. Devendra Jain	Managing Director	36,00,000	B. E. (Mech), 41 Years experience of Business & Industry	03.02.1992	64 years	Porwal Diesel Pvt. Ltd., Pithampur
3	Mr. Mukesh Jain	Whole Time Director	36,00,000	Graduate in commerce, 38 Years experience of Business & Industry	31.03.1998	62 years	Porwal Udhyog
4	Mr. Shailesh Jain	CFO	27,00,000	B. Com ; 34 Years	01.04.1999	60 years	Porwal Diesela Pvt. Ltd., Pithampur
5	Mr. Atin Jain	Chief Operating Officer	24,00,000	MBA (Foreign), 16 Years	01.04.2014	41 Years	Porwal Diesel Pvt. Ltd., Pithampur
6	Mr. Anish Jain	Commercial Manager	21,00,000	BBA MBA, 10 Years	01.04.2008	31 years	Â
7	Mr. Raveen Snha	Vice President (Oper.)	16,80,000	B. Tech , MCA ; 33 Years	25.11.2015	58 Years	Priyanshi Casting Pvt. Ltd., Pithampur
8	Mr. Nutan Joshi	Maintanance Manager	8,40,000	B. Sc , DME ; 34 Years	05.09.2015	58 Years	Pioneer Enginee. P. Ltd. Ujjain
9	Mr. Sunil Lanjewar	Quality Manager	804000	B. E. (Mech), 18 Years	19.09.2006	41 Years	Raneka Industries Ltd., Pithampur
10	Mr. Narendra Malakar	NPD Manager	7,92,000	B.E. (Mech), 17 Years	02.02.2010	38 Years	Â
11	Mr. Bhupesh Sngh	Manager Production	7,20,000	B. SC., 17 Years	18.02.2017	43 years	Â
12	Mr. G. L Tirole	Accounts & Finance Manager	684000	M. Com., MBA Finance; 27 years	02.02.1995	52 Years	N. K. Machines Pvt. Ltd, Indore
13	Mr. R. K. Sahu	H R Manager	6,24,000	B. A. 20 years	02.02.2001	48 Years	Gomtesh Engineering, Pithampur
14	Mr. Anil Mendiratta	Marketing Manager	5,40,000	B.A. ; 26 Years	01.05.2014	51 Years	Phooltas Temper Pvt. Ltd. New Delhi
15	Neeraj Kumar Hundi	Assistant Manager	4,50,000	BE (Electronics);	01.04.2015	35 Years	Apicom Automation Pvt. Ltd. Bangalore

1. None of the employees holds 2% or more of the paid up equity share capital of the Company as per clause (iii) of sub-rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

2. Mr. Surendra Jain, Mr. Devendra Jain, Mr. Mukesh Jain and Mr. Shailesh Jain are Brothers, Atin Jain and Anish Jain are relatives of KMR

3. All the above employees are permanent employees of the Company. 

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Mar 31, 2016

BOARDS'' REPORT

To

The Members of

Porwal Auto Components Ltd.

Pithampur-454775

The directors are pleased to present the 24^th Annual Report together with the Audited financial Statement for the year ended 31^st March, 2016.

1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK :

1.1 Financial Results highlights and summary

(Rs. in lacs)

Particulars	As on 31.03.2016	As on 31.03.2015
Total Income	8255.91	7267.21
Less : Total Expenditures	7385.06	6505.44
Profit before Interest, Tax & Depreciation	870.84	761.77
Less : Financial Charges	190.18	171.64
Less : Depreciation	368.12	417.22
Profit before tax	312.54	172.91
Less: Provision for tax-
Current Tax	66.20	36.50
Deferred Tax	22.92	24.50
Profit/(Loss) after tax	223.42	111.91

During the year under review the Company has reported a turnover of Rs. 8255.91 Lacs against the turnover of Rs. 7267.21 Lacs in the Previous Financial Year, registering a growth of 13.60%. The overall expense of the Company has also increased from Rs. 6505.44 Lacs to Rs. 7385.06 Lacs due to high operational cost and financial charges. The Company''s has earned a net profit of Rs. 223.42 Lacs as compared to net profit of Rs.

111.91 Lacs in previous Financial Year.

1.2 OPERATIONS AND FUTURE OUTLOOK

The automobile sector in India has come a long way. The automobile industry is one of India''s major sectors; accounting for 22% of the country''s manufacturing GDP. The Indian auto industry comprising passenger cars, two-wheelers, three-wheelers and commercial vehicles is the seventh-largest in the world with an annual production of 17.5 million vehicles of which 2.3 million are exported. Indian Auto market has the potential to dominate the Global auto industry, provided, a conducive environment is created for potential innovators to come up with new pilot projects.

Prospectus of the auto components industry for 2016 look better as increased vehicle demand would convert into increased revenue for the components industry. In order to survive in the challenging and competitive environment, the company kept its focus on improving operational efficiencies. Looking to the more favorable conditions for automobile sector in the coming years, the Indian Auto components industry is set to become the third largest in the world by 2025.

The Indian solar energy sector has been growing rapidly in the past few years, majorly due to government''s initiatives such as tax exemptions and subsidies. Solar power being the best suited energy source, solar power generation unit has been set up by your Company in 2013-2014 at village kakodiya Tarana District, Ujjain, Madhya Pradesh for captive consumption. By putting solar power generation unit, the company provides electricity units to Madhya Pradesh Paschim Kashetra Vidyut Vitaran Co. Ltd (MPPVVCL) and receives the credit of the same by the settlement of the electricity bill. During the year 2015-2016, the Company has earned total receipt of Rs. 133.65 Lacs from the solar power generation unit.

1.3 Change in nature of Business

During the year there was no change in business activity of the company.

1.4 Changes in Share Capital

During the Financial Year 2015-16 there was no change in capital structure of the company. The paid up equity capital as on March 31, 2016 was Rs.1510 Lakhs. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares.

1.5 Revision of Annual Financial Statement

There was no case of revision in financial statement during the year.

2. Transfer to Reserves

During the year the Company has not transferred any amount to the reserves.

3. Dividend

Looking at the growth in performance of the Company, your Directors are pleased to recommend a final dividend of 3% on the equity shares i.e. Re 0.30/- per equity share of face value of Rs 10/- for the financial year 2015-2016 subject to Approval of the members in the ensuing Annual General Meeting.

4. Deposits

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

5. Material changes and commitments after the end of Financial Year

There are no material changes and commitments affecting financial position of the company which have occurred between the end of the financial year of the company and date of the report.

6. Subsidiary, Associate Companies or Joint Venture

The Company does not have any subsidiary company or associate company or any joint venture or Holding company.

7. Extracts of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure I.

8. Number of Meetings of the Board

During the year under review the Board meets Four times viz. May 21, 2015; August 10, 2015; October

31, 2015 and February 06, 2016. The details of meetings of the Board and the attendance of Directors are provided in the Corporate Governance Report.

9. Directors'' Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

a . In the preparation of the Annual Accounts, the applicable Accounting Standards have 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 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 for the year ended on that period.

c. The Directors have 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 frauds and other irregularities.

d. The Directors have had prepared the annual accounts on a going concern basis.

e. The Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

10. Reporting of fraud by Statutory Auditors

There was no fraud in the Company; hence no reporting was made by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

11. Declaration by Independent Directors

11.1 Declaration by Independent Directors

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013 and the Rules made there under.

11.2 Meetings of Independent Directors

During the year under review, a separate meeting of Independent Directors was held on March 31, 2016, interlaid, to discuss:

- evaluation of the performance of Non-Independent Directors and Board of Directors as a whole.

- evaluation of the performance of the Chairman of the Company, taking into account the views of the

Executive Directors.

- evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and necessarily perform its duties.

All the Independent Directors were present at the said Meeting.

11.3 Familiarization Programme

The objective of a familiarization programme is to ensure that the non-executive directors are updated on the business environment and overall operations of the Company. This enables the non-executive directors to make better informed decisions in the interest of the Company and its stakeholders.

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc.

With a view to familiarize the independent directors with the Company''s operations, as required under regulation 25(7) of the SEBI Listing Regulations, 2015, the familiarization programme has been posted on the website of the Company under the web link -http://www.porwalauto.com/ FamiliarisationProgrammeforIndependentDirectors.pdf

12. Nomination & Remuneration Committee and Stakeholders Relationship Committee

As per the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 and 20 of SEBI (LODR) Regulations, 2015 the Company has constituted Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of the above Committees, their terms of reference detailed in the report of Corporate Governance.

13. Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has approved and adopted a Remuneration Policy for selection and appointment of Directors, Senior Management personnel and their remuneration. The Remuneration Policy of the Company forms part of this report as Annexure II.

14. Auditors

14.1 Statutory Auditor

At the Annual General Meeting held on 29th September 2014, M/s ASSG & Associates, Chartered Accountants (ICAI Firm Registration No. 012120C) were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s ASSG & Associates, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Explanation to Auditor''s Remark

The Board has duly reviewed the statutory Auditors Report on the Accounts. The notes forming part of the accounts referred to in the Auditors Report of the Company are self explanatory and do not call for any further explanation.

14.2 Secretarial Auditor

The Board has appointed Ms. Shraddha Jain, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board in its meeting held on 06.08.2016 has appointed Ms. Shraddha Jain, Practicing Company Secretary as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2016-17.

14.3 Cost Record and Cost Audit

Your company does not fall within the provisions of Section 148 of Company''s Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

15. Particulars of loans, guarantees or investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

16. Particulars of contracts or arrangements with Related Parties

In accordance with the provisions of Section 188 of the Companies Act, 2013 and rules made there under, the transactions entered into with related parties are in the ordinary course of business and on an arm''s length pricing basis, the details of which are included in the notes forming part of the financial statements. There are no material contracts or arrangement or transactions during the year. Accordingly, information in Form AOC-

2, is not annexed.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.porwalauto.com

17. Conservation of Energy, technology absorption, foreign exchange earnings and outgo

Information as per Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure IV forming part of this report.

18. Risk Management

The Company recognizes that risk is an integral and unavoidable component of business and is committed to managing the risk in a proactive and efficient manner. The Company as part of business strategy has in place a mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

19. Corporate Social Responsibility

Your company does not meet the requirements of Section 135 of Companies Act, 2013 for establishing Corporate Social responsibility (CSR) committee; therefore no such committee was established by the Board.

20. Performance Evaluation of the Board-

Pursuant to the provisions of section 134 of Companies Act 2013 and Regulation 25(4)(a) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual performance evaluation of its own performance, the Directors individually including Independent Directors. The manner in which the evaluation has been carried out is explained in the Corporate Governance report.

21. Directors and Key Managerial Personnel

Mr. Surendra Jain (DIN: 00245154), retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

During the year under review, the Board in its Meeting held on 10^th August 2015, Ms Shilpa Gulani has resigned from the post of Company Secretary w.e.f. 17^th August 2015 and Ms Arwa Saifee has been appointed as the Company Secretary of the Company with immediate effect.

Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

22. Code of Conduct

The Company has laid down a code of conduct for all Board members and senior management and Independent Directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct.

23. Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

24. Internal Financial Controls and its adequacy

The Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit is entrusted to M/s Jain Praveen and Associates, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & suggestions, follow up & remedial measures are being taken on a regular basis.

25. Audit Committee

The Audit Committee comprises of Mr. Nitin Dafria as Chairman, Mr. Surajmal Kucheria and Mr. Ramesh Kashyap as members. All the recommendations made by the Audit Committee were accepted by the Board. The details of meetings of Audit Committee held during the year, its composition, terms of reference are given in the Report on Corporate Governance.

26. Vigil Mechanism/Whistle Blower Policy

Your Company has established a Vigil Mechanism/ Whistle Blower Policy to enable Directors and employees of the Company to report unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct. The Policy provides adequate safeguards against victimization of Directors/ employees and direct access to the Chairman of the Audit Committee in exceptional cases.

The Whistle Blower Policy has been disclosed on the Company''s at www.porwalauto.com and circulated to all the Directors and employees.

27. Commission received by directors from holding/subsidiary Company.

The Company does not have any holding/ subsidiary company. Hence provisions of section 197 (14) of Companies Act, 2013 are not applicable to the Company.

28. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel

The prescribed particulars of employees 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 as amended is enclosed as Annexure V and forms the part of this Board Report.

29. Particulars of Employees

The Ministry of Corporate Affairs Government of India (vide its circular no. G.S.R. 646 (E) dated 30^th June, 2016) has revised the limit of employee drawing remuneration in excess of Rs. 1,02,00,000/- p.a. or Rs. 8,50,000/-p.m.

During the year, there was no employee drawing remuneration in excess of Rs. 1,02,00,000/- p.a. or Rs. 8,50,000/- p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended has not been given here.

Further the particulars of top ten employees in terms of remuneration drawn required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is enclosed as Annexure VI and forms the part of this Board Report.

30. Voting Rights of employees

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67(3)(c) of Companies Act, 2013.

31. Disclosure regarding issue of Employee Stock Options

The Company has not issued shares under employee''s stock options scheme pursuant to provisions of Section 62 read with Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014.

32. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture) Rules, 2014 during the Financial Year.

33. Corporate Governance Report

Your Company and its Board has been complying with Corporate Governance practices as set out in a separate report in pursuance of requirement of para C of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure VII. Auditor''s certificate confirming compliance of the Corporate Governance as stipulated under the said Regulations is also attached to this Report.

34. Management Discussion and Analysis Statement

Management Discussion and Analysis statement in pursuance of requirement of para B of Schedule V SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are attached to this report as Annexure - VIII.

35. Listing at Stock Exchange

The Equity shares of the Company are listed with BSE Ltd, Mumbai and the listing fee for the year 2016-17 has been duly paid.

36. Depository System

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

37. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

38. Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere, hard work, loyal, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing processes at the Company''s plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

39. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

It may be noted that during the year 2015-16, no grievance / complaint from any women employee was reported.

40. Acknowledgements

Your Directors place on record their gratitude to all the Government and semi government departments and Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

Place: Pithampur

Date: 06.08.2016

For & on behalf of the

Board of Directors

Registered office Porwal Auto Components Limited

Plot No. 209, Sector No. 1,

Industrial Area, ^{SURENDRA JAIN}

Pithampur (M.P.) 454775 ^Chairman

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Mar 31, 2015

To

The Members of

Porwal Auto Components Ltd.

Pithampur-454775

The directors are pleased to present the 23rd Annual Report together with the Audited financial Statement for the year ended 31st March, 2015.

1. STATE OF AFFAIRS, FINANCIAL PERFORMANCE AND FUTURE OUTLOOK :

1.1 Financial Results highlights and summary

(Rs. in lacs)

Particulars As on 31.03.2015 As on 31.03.2014

Total Income 7267.21 4780.23

Less : Total Expenditures 6505.44 4363.35

Profit before Interest, Tax & Depreciation 761.77 416.88

Less : Financial Charges 171.64 53.90

Less : Depreciation 417.22 446.15

Profit before tax 172.91 (83.18)

Less: Provision for tax-

Current Tax 36.50 -

Deferred Tax 24.50 (23.67)

Profit/(Loss) after tax 111.91 (59.51)

During the year under review the Company has reported a turnover of Rs. 7267.21 Lacs against the turnover of Rs.4780.23 Lacs in the Previous Financial Year, registering a growth of 52.03%. The overall expense of the Company has also increased from Rs. 4363.35 Lacs to Rs. 6505.44 Lacs due to high operational cost and financial charges The Company's has earned a net profit of Rs. 111.91 Lacs as compared to net loss of Rs.59.51 in previous Financial Year.

1.2 OPERATIONS AND FUTURE OUTLOOK

The Indian auto industry has entered the new fiscal on an optimistic note after reporting a 7.22% increase in overall vehicle sales in 2014-15, ending two years of sales fall, on the back of rising demand for passenger vehicles, two wheelers and medium and heavy commercial vehicles. The Passenger Vehicle Segment during the year under review grew by about 5% over the previous year. The Commercial Vehicle Segment remained flat after two years of successive de-growth of about 9% and 16%. Tractors however registered a 13% fall in Sales.

For the current fiscal, the industry expects sales to grow across all segments. In this challenging environ- ment, the company kept its focus on improving operational efficiencies to remain competitive and also facing the tough competition. The company continued its strong growth across major markets, as the automotive sector's revenue is generated primarily by sales of vehicles, parts and accessories. It is expected that FY 2015-16 will be much better for the industry as compared to the last fiscal year and conditions will be more favorable for automobile sector.

Looking to bright prospects in the solar industries and high consumption of power, your Company has set-up solar power generation unit in the financial year 2013-14 at village Kadodiya, Tarana Dist. Ujjain M.P. for captive consumption. By putting solar power generation unit, the company provides electricity units to Madhya Pradesh Paschim Kshetra Vidyut Vitaran Co. Ltd. (MPPVVCL) and receives the credit of the same by the settlement of electricity bill. During the year 2014-15 the Company has earned total receipts of Rs. 402.94 Lacs form solar power generation unit.

1.3 Change in nature of Business

During the year there was no change in business activity of the company.

1.4 Changes in Share Capital

During the Financial Year 2014-15 there was no change in capital structure of the company. The paid up equity capital as on March 31, 2015 was Rs.1510 Lakhs. During the year under review, the company has not issued shares with differential voting rights nor has granted any stock option or sweat equity shares.

1.5 Revision of Annual Financial Statement

There was no case of revision in financial statement during the year.

2. Transfer to Reserves

During the year the Company has not transferred any amount to the reserves.

3. Dividend

In view of the Strengthening position of the Company the Director of the Company have decided not to pay dividend for the year.

4. Deposits

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

5. Material changes and commitments after the end of Financial Year

There are no material changes and commitments affecting financial position of the company which have occurred between the end of the financial year of the company and date of the report.

6. Subsidiary, Associate Companies or Joint Venture

The Company does not have any subsidiary company or associate company or any joint venture or Holding company.

7. Extracts of Annual Return

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as Annexure I.

8. Number of Meetings of the Board

During the year under review the Board meets five times viz. May 29, 2014; July 30, 2014; October 30, 2014, January 30, 2015 and March 30, 2015. The details of meetings of the Board and the attendance of Directors are provided in the Corporate Governance Report.

9. Directors' Responsibility Statement

In terms of Section 134(3) (c ) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

b. The Directors have selected such accounting policies and applied them consistently and made judg- ments 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 for the year ended on that period.

c. The Directors have 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 frauds and other irregularities.

d. The Directors have had prepared the annual accounts on a going concern basis.

e. The Directors have 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 have devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

10. Reporting of fraud by Statutory Auditors

There were no fraud in the Company; hence no reporting was made by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

11. Appointment and Declaration by Independent Directors

11.1 Appointment of Independent Directors

At the Annual General Meeting held on 29.09.2014, the members approved the appointment of Mr. Nitin Dafira, Mr. Surajmal Kucheria & Mr. Ramesh Kashyap as Independent Directors of the Company for a term of 5 years to hold the office till 31st March, 2019 who are not liable to retire by rotation.

During the year, the Board of Directors at their meeting held on 30.03.2015 have appointed Mrs. Rajni Jain as an Additional Director in the capacity of Non executive Independent Director to hold office up to the date of forthcoming Annual General Meeting.

11.2 Declaration by Independent Directors

All Independent Directors of your Company have given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with stock exchanges. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made thereunder as well as concerning provisions of Clause 49 of the Listing Agreement with stock exchanges.

11.3 Meetings of Independent Directors

During the year under review, a separate meeting of Independent Directors was held on March 30, 2015, interalia, to discuss:

- evaluation of the performance of Non-Independent Directors and Board of Directors as a whole.

- evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive Directors.

- evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and necessarily perform its duties.

All the Independent Directors were present at the said Meeting.

11.4 Familiarization Programme

The Company shall through its Executive Directors / Senior Managerial Personnel conduct programs / presen- tations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

The details of familiarization programme have been posted on the website of the Company under the web link - http://www.porwalauto.com/FamiliarisationProgrammeforIndependent Directors.pdf

12. Nomination & Remuneration Committee and Stakeholders Relationship Committee

As per the requirement of Section 178 of the Companies Act, 2013 and clause 49 of listing agreement the Company have constituted Nomination and Remuneration Committee and Stakeholders Relationship Commit- tee. The Composition of the above Committees, their terms of reference detailed in the report of Corporate Governance.

13. Remuneration Policy

The Board on the recommendation of the Nomination and Remuneration Committee has approved and adopted a Remuneration Policy for selection and appointment of Directors, Senior Management personnel and their remuneration. The Remuneration Policy of the Company forms part of this report as Annexure II.

14. Auditors

14.1 Statutory Auditor

At the Annual General Meeting held on 29th September 2014, M/s ASSG & Associates, Chartered Accountants (ICAI Firm Registration No. 012120C) were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s ASSG & Associates, as statutory auditors of the Company, is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of section 141 of the Companies Act, 2013.

Explanation to Auditor's Remark

The Board has duly reviewed the statutory Auditors Report on the Accounts. The notes forming part of the accounts referred to in the Auditors Report of the Company are self explanatory and do not call for any further explanation.

14.2 Secretarial Auditor

The Board has appointed Mr. Ashish Nayak, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board in its meeting held on 10.08.2015 has appointed Ms. Shraddha Jain, Practicing Company Secretary as Secretarial Auditor of the Company to conduct Secretarial Audit for the financial year 2015-16.

14.3 Cost Record and Cost Audit

Your company does not fall within the provisions of Section 148 of Company's Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

15. Particulars of loans, guarantees or investments

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the financial statements.

16. Particulars of contracts or arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as ap- proved by the Board may be accessed on the Company's website at www.porwalauto.com

Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

17. Conservation of Energy, technology absorption, foreign exchange earnings and outgo

Information as per Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in Annexure IV forming part of this report.

18. Risk Management

The Company has developed a Risk Management Policy which laid down the procedures to inform to the Board about the risk assessment and minimization procedures. The main aim to develop a risk management policy is to identify, monitor and take precautionary measures in respect of the events that may pose risks for the business.

19. Corporate Social Responsibility

Your company does not meet the requirements of Section 135 of Companies Act, 2013 for establishing Corporate Social responsibility (CSR) committee; therefore no such committee was established by the Board.

20. Performance Evaluation of the Board

Pursuant to the provisions of section 134 of Companies Act 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

The Nomination and Remuneration Committee has defined the evaluation criteria for the Performance Evalu- ation process for the Board, its Committees and Director including the Independent Directors.

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board level Committees are given in detail in the report on Corporate Governance, which forms part of this Annual Report.

21. Directors and Key Managerial Personnel

Mr. Mukesh Jain, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment.

During the year, the Board of Directors appointed Mrs. Rajni Jain as an Additional Director in the capacity of Non-Executive Independent Director with effect from 30.03.2015 to hold office up to the date of forthcoming Annual General Meeting. The Board proposed the appointment of Mrs. Rajni Jain as Independent Director for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 29th March, 2020 on non-rotational basis.

The Company has also received notice in writing from the member as required under section 160 of the Act for proposal for appointment of Mrs. Rajni Jain as Independent Director of the Company at the ensuing Annual General Meeting.

The Board recommends the resolution for approval of members for the above appointments.

During the year under review, the members approved the appointment of Mr. Nitin Dafira, Mr. Surajmal Kucheria & Mr. Ramesh Kashyap as Independent Director for a term of 5 years to hold the office till 31st March, 2019 who are not liable to retire by rotation. The members have also re-appointed Mr. Surendra Jain as Chairman, Mr. Devendra Jain as Managing Director and Mr. Mukesh Jain as Whole Time Director of the Company for further period of three years till 31st July 2017.

At the Board Meeting held on 29th May 2014, Mr. Shailesh Jain appointed as CFO & Ms. Shilpa Gulani appointed as company secretary of the Company.

Disqualifications of Directors

During the year declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

22. Code of Conduct

The Company has laid down a code of conduct for all Board members and senior management and Indepen- dent Directors of the Company. All the Board members including independent directors and senior manage- ment personnel have affirmed compliance with the code of conduct.

23. Significant and material orders passed by the regulators or courts

There are no significant or material orders passed by the Regulators / Courts which would impact the future operations / going concern status of the Company.

24. Internal Financial Controls and its adequacy

The Company has comprehensive Internal Financial Controls system for all major processes including financial statements to ensure reliability of reporting. The system also helps management to have timely data on various operational parameters for effective review. It also ensures proper safeguarding of assets across the Company and its economical use. The internal financial controls system of the Company is commensurate with the size, scale and complexity of its operations. The system and controls are periodically reviewed and modified based on the requirement.

The internal and operational audit is entrusted to M/s Jain Praveen and Associates, Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry. Based on the audit observations & sugges- tions, follow up & remedial measures are being taken on a regular basis.

25. Audit Committee

The Audit Committee comprises of Mr. Nitin Dafria as Chairman, Mr. Surajmal Kucheria and Mr. Ramesh Kashyap as members. All the recommendations made by the Audit Committee were accepted by the Board. The details of meeting of Audit Committee held during the year, its composition, terms of reference are given in the Report on Corporate Governance.

26. Whistle Blower/Vigil Mechanism Policy

Your Company has established a Whistle Blower/ Vigil Mechanism Policy to enable Directors and employees of the Company to report unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy provides adequate safeguards against victimization of Directors/ employees and direct access to the Chairman of the Audit Committee in exceptional cases.

The Whistle Blower Policy has been disclosed on the Company's at www.porwalauto.com and circulated to all the Directors and employees.

27. Commission received by directors from holding/subsidiary

The Company does not have any holding/ subsidiary company. Hence provisions of section 197 (14) of Companies Act, 2013 are not applicable to the Company.

28. Disclosure of ratio of remuneration of Directors and Key Managerial Personnel

The prescribed particulars of employees 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 is enclosed as Annexure V and forms the part of this Directors Report

29. Particulars of Employees

During the year, there was no employee drawing remuneration in excess of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. Accordingly, information required to be given pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has not been given here.

30. Voting Rights of employees

During the year under review the company has not given loan to any employee for purchase of its own shares as per section 67 (3) (c) of Companies Act, 2013.

31. Disclosure regarding issue of Employee Stock Options

The Company does not have issued shares under employee's stock options scheme pursuant to provisions of Section Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014).

32. Disclosure regarding issue of Sweat Equity Shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54 read with Rule 8 of Companies (Share Capital and Debenture Rules, 2014) during the Financial Year.

33. Corporate Governance Report

Report on Corporate Governance as required under the Listing Agreement with the Stock Exchange along with the certificate of the Auditors, M/s. ASSG & Associates, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this report as Annexure VI.

34. Management Discussion and Analysis Statement

Management Discussion and Analysis statement as required under the Listing Agreement with the Stock Exchange are attached to this report as Annexure – VII.

35. Listing at Stock Exchange

The Equity shares of the Company are listed with BSE Ltd, Mumbai.

36. Depository System

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

37. Environment and Safety

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

38. Industrial Relations

Industrial relations remained cordial throughout the year. Your Directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year.

The Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing process at the Company's plant and facilities to maintain high awareness levels. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety for its people as well as users and customers.

39. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

It may be noted that during the year 2014-15, no grievance / complaint from any women employee was reported.

40. Acknowledgements

Your Directors place on record their gratitude to all the Government and semi government departments and Company's Bankers, for the assistance and co-operation and encouragement they extended to the Com- pany. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

Place: Pithampur For & on behalf of the Board of Directors

Date: 10.08.2015 Porwal Auto Components Limited

Registered office SURENDRA JAIN

Plot No. 209, Sector No. 1, Industrial Area, Chairman

Pithampur (M.P.) 454775

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Mar 31, 2014

The Members of

Porwal Auto Components Ltd.

The Directors submit the Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2014.

1. Financial Results:

(Rs. in lacs)

Particulars As on 31.03.2014 As on 31.03.2013

Revenue from operations 4744.12 7693.22

Other Income 36.11 62.56

Operating Expenditure 4363.35 7131.17

Interest & Depreciation 500.06 505.15

Profit before Tax (83.18) 119.46

Provisions for Tax (23.67) 42.95

Profit after Tax (59.51) 76.51

2 Company''s Performance & Future Outlook

The Indian auto components industry, that has been battling weak demand over the last two years, continued to experience sluggish production output and hence revenue growth during this year is also decreased. The financial year 2013-14 was a tough year, besides slowing down of economy, factors such as tight liquidity and generally weak sentiments led to reduce consumption. Demand in your Company''s product also slowed down in 2013-14 thus limiting top line development. The last year was one of worst year and adversely affected due to slow down in the automobile sector and turnover has decreased by 40% and the bottom line has turned into negative and incurred the net loss of Rs.59 Lacs against the net profit of Rs.76 Lacs.

India''s automobile industry, facing its second successive year of sales decline. However in this challenging environment, the company kept its focus on improving operational efficiencies to remain competitive and also facing the tough competition. The company continued its strong growth across major markets, as the automotive sector''s revenue is generated primarily by sales of vehicles, parts and accessories. It is expected that FY 2014-15 will be much better for the industry as compared to the last fiscal year and conditions will be favorable for automobile sector.

Looking to bright prospects in the solar industries and high consumption of power, your Company has set-up solar power generation unit in the financial year 2013-14 at village Kadodiya, Tarana Dist. Ujjain M.P. for captive consumption. By putting solar power generation unit, the company provides electricity units to Madhya Pradesh Paschim Kshetra Vidyut Vitaran Co. Ltd. (MPPVVCL) and receives the credit of the same by the settlement of electricity bill. The solar power generation unit is being put in use in January 2014 and has earned total receipts of 84 lacs upto March, 2014.

3. Dividend

Your directors do not recommend any dividend due to losses in the current year.

4. Director

Mr. Devendra Jain has been re-appointed as Managing Director of the Company for a period of three years commencing from 1st August 2014. Mr. Mukesh Jain has been re-appointed as Whole Time Director and Mr. Surendra Kumar Jain has been re-appointed as Chairman & Executive Director of the Company w.e.f 1st August 2014 for a term of three years, pursuant to the provisions of sections 196, 197, 203 and applicable provisions if any, of companies act 2013

Further Mr. Nitin Dafria, Mr. Surajmal Kucheria and Mr. Ramesh C Kashyap the existing Independent Directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 1956 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of all the Independent Directors of the Company at the ensuing Annual General Meeting.

The Board recommends the resolutions for approval of members for the above appointments.

5. Directors Responsibility Statement

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the Directors hereby confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;

II. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been 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 the year under review;

III. They have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities ;

IV. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis;

6. Auditors

M/s ASSG & Associates, Chartered Accountants, Indore, statutory auditors of the Company, hold the office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re-appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, it is proposed to appoint M/s ASSG & Associates, Chartered Accountants (ICAI Firm Registration No. 012120C), the retiring Auditors of the Company as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the twenty-fifth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee.

The Auditors'' Report read with notes to accounts are self-explanatory and in particular note no. C of the notes to accounts read with Para 5 of the Auditors Report, specifically the Company is following the same method of depreciation in the earlier year also and the depreciation has been provided on specific plant and machinery as per its useful life of assets.

7. Fixed Deposits

Your company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956, during the year under review and that there is no overdue unpaid/unclaimed deposit as at 31st March, 2014.

8. Cost Auditor

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, as on date the Company is not required to appoint the Cost Auditors for the year 2014-15. The Cost Audit Report for the year 2013-14 would be filed to the Central Government within the stipulated time.

9. Listing At Stock Exchange

The Equity shares of the Company are listed with Bombay Stock Exchange Ltd, Mumbai.

10. Particulars of Employees etc.

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

11. Energy Conservation and other Reporting u/s 217(1) (e)

The details of Energy Conservation in terms of section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in Report of Directors Report) Rules, 1988 are enclosed forming part of this report as Annexure -1.

12. Corporate Governance Report

Report on Corporate Governance as required under the Listing Agreement with the Stock Exchange along with the certificate of the Auditors, M/s. ASSG & Associates, confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange are attached to this report as Annexure II.

13. Management Discussion and Analysis Statement

Management Discussion and Analysis statement as required under the Listing Agreement with the Stock Exchange are attached to this report as Annexure - III.

14. Acknowledgements

Your Directors place on record their gratitude to all the Government and semi government departments and Company''s Bankers, for the assistance and co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Customer, Vendors, Employees and all other stakeholders in ensuring an excellent all around operational performance.

Place : Pithampur Date : 30.07.2014

For and on behalf of the Board of Porwal Auto Components Limited

Registered office Plot No. 209, Sector No. 1, Industrial Area, Pithampur (M.P.) 454775 Surendra Jain Chairman

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Mar 31, 2013

To The Members of Porwal Auto Components Ltd.

The Directors submit the Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2013.

1. Financial Results:

(Rs. in lacs)

Particulars As on 31.03.2013 As on 31.03.2012

Revenue from operations 7693.22 8711.71

Other Income 62.56 74.75

Operating Expenditure 7131.17 8166.07

Interest & Depreciation 505.15 525.06

Profit before Tax 119.46 95.33

Provisions for Tax 42.95 26.06

Profit after Tax 76.51 69.27

2. Dividend

In view of the Strengthening position of the Company the Director of the Company have decided not to pay dividend for the year.

3. Company''s Performance & Future Outlook

The Indian automobiles industry witnessed a moderation in demand in 2012-13, after the double-digit growth in sales recorded in the preceding three years. Weak macroeconomic sentiment coupled with subdued consumer confidence pulled down sales, particularly in the latter half of the year. Domestic automobile sales declined by 6.6% in 2012 (Jan-Nov), as compared to growth of 14-31% during 2010-2012. In view of the current macro environment, both domestically and globally, we are cautiously optimistic about the Indian automobile industry''s prospects in the near term. As a result, achieving high growth rates is likely to be a major concern for the industry in 2013.

The financial year 2012-13 was a tough year, besides slowing down of economy, factors such as tight liquidity and generally weak sentiments led to reduce consumption. Demand in your Company''s product also slowed down in 2012-13 thus limiting top line development. In this challenging environment, the company kept its focus on improving operational efficiencies to remain competitive and also facing the tough competition. Despite the all above facts, the company continued its strong growth across major markets, as the Automotive sector''s revenue is generated primarily by sales of vehicles, parts and accessories. The turnover in the current year is Rs.7693 lacs as against the previous year turnover of Rs. 8712 lacs, which is much lower but the Profit after Tax of the Company for the year increased to Rs.76.51 lacs as against the previous year profit of Rs.69.27 lacs showing a growth of 10.45%.

The uncertainty witnessed in 2012-13 is likely to continue during 2013-14. Global economy showed no signs of recovery during 2012-13 and is expected to be more uncertain. This may result in volatile crude and commodity prices and fluctuations in foreign exchange rates. In domestic economy, continued inflationary pressures, lower private consumption and high interest rates are likely to affect sentiments.

Your Company has undertaken plans to further upgrade & enhance its existing production facilities in order to diversify its product range in line with the changing customer requirements by addition of manufacture of steel and steel alloy Casting Conveyorised paint shop, Cold box machine for core making, on line core backing process. Looking to bright prospects in the Solor industries and high consumption of power. The Director of the Company has decided to setup a Solar power generation unit at village Kadodiya, Tarana Dist. Ujjain M.P. of 1.50 MW. The generation of power will be utilized for Captive Use.

Your directors are pleased to inform that the economic condition of your Company is improving and we are able to create value with continuous increase in profitability and operating margins year after year. Ambitious expansion plans are under way which will enable your company to continue its journey on the growth path.

4. Director

In terms of the provisions of 256 of the Companies Act, 1956, Mr. Surendra Jain would retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re-appointment, hence approval of the members is being sought for the re-appointment. Shri Ashish Saboo has resigned from 1st April 2013 and Shri Ramesh C Kashyap has been appointed as the additional Director from 28th May, 2013 in the capacity of Non-executive Independent Director. The Company has received a valid notice from members in terms of Section 257 of the Companies Act proposing to appoint Mr. Kashyap as Director of the Company. There is no other change in the composition of Board of Director of the Company.

5. Directors Responsibility Statement

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, and based on the representation received from the operating management, the Directors hereby confirm that:

I. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;

II. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been 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 the year under review;

III. They have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision 6of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities ;

IV. they have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis;

6. Corporate Governance Report and Management Discussion and Analysis Statement Corporate Governance Report in terms of clause 49 of listing agreement and Management Discussion and Analysis statement are attached to this report as Annexure - II and III respectively.

7. Auditors

M/s ASSG & Associates, Chartered Accountants, Indore, statutory auditors of the Company, retire at the end of ensuing Annual General Meeting and are eligible for re-appointment as statutory auditors of the Company. The Auditors'' Report read with notes to accounts are self-explanatory and in particular note no. 3 of the notes to accounts read with Para 5 of the Auditors Report, specifically the Company is following the same method of depreciation in the earlier year also and the depreciation has been provided on specific plant and machinery as per its useful life of assets.

8. Public Deposits

Your company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956, during the year under review.

I. Cost Auditor

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, M/s Vijay P. Joshi & Associates, Cost Accountant, Indore were appointed as the cost auditor(s) of the company to conduct audit of cost accounting records maintained by the Company for product(s)/Services covered under MCA Cost Audit Order(s) for the year ended on 31st March 2013

10. Particulars of Employees etc.

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

II. Energy Conservation and other Reporting u/s 217(1) (e)

The details of Energy Conservation in terms of section 217 (1) (e) of the Companies Act, 1956, are enclosed forming part of this report as Annexure - 1.

12. Acknowledgements

Your Directors thank the Company''s employees, Customers, Vendors and Investors for their support to the Company and place on record their sincere appreciation for the co-operation extended to the company by the lending institution and banks and for the devoted performance by company''s entire staff & associates.

For and on behalf of the board of

Porwal Auto Components Limited

PLACE: Pithampur

Surendra Jain

DATE: 30.07.2012 Executive Chairman

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Mar 31, 2011

To The Members of Porwal Auto Components Ltd.,

The directors have pleasure in presenting 19th Annual Report of your company together with the audited accounts for the year ended on 31st March 2011.

1. State of Company's Affairs : (Rs. in lakhs)

Financial Results As on 31.03.2011 As on 31.03.2010

Sales & Other Income 7838.82 4582.63

Interest & Depreciation 464.96 469.65

Profit before Tax 107.19 (56.96)

Provisions for Tax 46.70 91.73

Profit after Tax 60.49 (148.69)

Income Tax adjusted for earlier year 0.00 (0.36)

Profit (Loss) brought forward (48.78) 99.55

Balance carried to Balance Sheet 11.71 (48.78)

2. Dividend:

In view of the Strengthening position of the Company the Director of the Company are decide to not to pay dividend for the year.

3. Operating Results and Outlook:

After a good year 2009-10 during which economies across the world showed signs of recovery, the economic conditions globally continued to be strong and positive in 2010-11, resulting in a strong growth for the automotive sector. The automotive sector recorded a growth of over 26% in India on the back of a robust economy. Though, the company could have achieved higher turnover in comparison to the previous year and also able to earn profit after satisfying the losses in the current year

During the year under review, the turnover of the Company was Rs.7728.06 lacs as against the previous year turnover of Rs.4417.08 lacs. The Profit after Tax of the Company for the year stands at Rs. 60.49 lacs as against the previous year figure of loss Rs. 148.69 lacs.

However your directors are pleased to inform that the economic conditions of your Company started improving. The management of your Company initiated a number of steps for cost cutting and profitability enhancement and is confident to take the Company through the adverse economic from favorable economic conditions. We are quite optimistic to achieve better results during current year.

4. Director:

In terms of the provisions of the Companies Act, 1956 Shri Surendra Jain would retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re-appointment. Mr. Devendra Jain has been re-appointed as Managing Director of the Company for a period of Three years commencing from 1st August 2011. Mr. Mukesh Jain and Mr. Surendra Kumar Jain have been re-appointed as Whole Time Directors of the Company and Mr. Shailesh Jain has been re-appointed as Chief Executive Officer of the Company w.e.f 1st August 2011 for a term of Three years, hence approval of the members is being sought for the Re-appointment. There is no other change in the Board.

5. Directors Responsibility Statement:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, we confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that have been 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 the year under review;

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 frauds and other irregularities ;

4. the directors had prepared the annual accounts for the financial year ended 31st March, 2011 on a "going concern" basis;

6. Corporate Governance:

A report on corporate governance in terms of clause 49 of listing agreement is attached forming part of this report.

7. Auditors:

M/s ASSG & Associates, Chartered Accountants, Indore, statutory auditors of the Company, retire at the end of ensuing Annual General Meeting and are eligible for re-appointment as statutory auditors of the Company. The Auditors' Report read with notes to accounts are self- explanatory and in particular note no. 4 of the notes to accounts read with Para 4 of the Auditors Report, specifically the Company is following the same method of depreciation in the earlier year also and the depreciation has been provided on specific plant and machinery as per its useful life.

8. Public Deposits:

Your company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956, during the year under review.

9. Particulars of Employees etc.

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

10. Energy Conservation and other Reporting u/s 217(l)(e):

The details of Energy Conservation in terms of section 217 (l)(e) of the Companies Act, 1956, are enclosed forming part of this report as Annexure - 1.

Your directors place on record their sincere appreciation for the co-operation extended to the company by the lending institution and banks and for the devoted performance by company's entire staff & associates.

For and on behalf of the board of

Porwal Auto Components Limited PLACE : Pithampur Surendra Jain

DATE : 30.07.2011 Chairman

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Mar 31, 2010

The directors have pleasure in presenting 18th Annual Report of your company together with the audited accounts for the year ended on 31st March 2010.

1. State of Companys Affairs :

(Rs. in lakhs) Financial Results As on 31.03.2010 As on 31.03.2009

Sales & Other Income 4582.63 3526.48

Interest & Depreciation 469.65 485.45

Profit before Tax (56.96) (285.27)

Provisions for Tax 91.73 2.25

Profit after Tax (148.69) (287.52)

Income Tad yearlier (0.36) (0.43)

Profit (Loss) brought forward 99.55 386.64

Balance carried to Balance Sheet (48.78) 99.55

Dividend:

Your directors do not recommend any dividend for the year due to losses in the Company.

2. Operating Results and Outlook:

During the year under review the Company has experienced a rare global financial turmoil resulting in a sudden slow down in the economic activity around the globe including the Indian economy. It affected almost every sector and every industry especially the auto industry as vehicle demand is directly related to the financial wellbeing of the society and furthermore the slowdown in other sectors leads to fall in the demand of commercial vehicles. Accordingly auto components businesses have been adversely affected. Though, the company could have achieved higher turnover in comparison to the previous year and also able to minimize the losses in the current year.

During the year under review, the turnover of the Company was Rs. 4417.08 lacs as against the previous year turnover of Rs.3313.82 lacs. The Loss after Tax of the Company for the year stands at Rs. 148.69 lacs as against the previous year figure of Rs. 287.52 lacs.

However your directors are pleased to inform that the economic conditions of your Company started improving. The management of your Company initiated a number of steps for cost cutting and profitability enhancement and is confident to take the Company through the adverse economic conditions. We are quite optimistic to achieve better results during current year.

4. Director:

In terms of the provisions of the Companies Act, 1956 Shri Ashish Saboo would retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible offers himself for re- appointment. There is no other change in the Board.

5. Directors Responsibility Statement:

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, we confirm that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed;

2. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that have been 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 the year under review;

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 frauds and other irregularities ;

4. the directors had prepared the annual accounts for the financial year ended 31st March, 2010 on a "going concern" basis;

6. Corporate Governance:

A report on corporate governance in terms of clause 49 of listing agreement is attached forming part of this report.

7. Auditors:

M/s ASSG & Associates, Chartered Accountants, Indore, statutory auditors of the Company, retire at the end of ensuing Annual General Meeting and are eligible for re-appointment as statutory auditors of the Company. The Auditors Report read with notes to accounts are self-explanatory and in particular note no. 4 of the notes to accounts read with para 4 of the Auditors Report, specifically the Company is following the same method of depreciation in the earlier year also and the depreciation has been provided on specific plant and machinery as per its useful life.

8. Public Deposits:

Your company has not accepted or invited any deposits from public within the meaning of Section 58 A of the Companies Act, 1956, during the year under review.

9. Particulars of Employees etc.

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

10. Energy Conservation and other Reporting u/s 217(l)(e):

The details of Energy Conservation in terms of section 217 (l)(e) of the Companies Act, 1956, are enclosed forming part of this report as Annexure - 1.

Your directors place on record their sincere appreciation for the co-operation extended to the company by the lending institution and banks and for the devoted performance by companys entire staff & associates.

For and on behalf of the board of Porwal Auto Components Limited PLACE: PITHAMPUR DATE : 31.07.2010 Surendra Jain Chairman