AFFLUENCE

Uniparts India Limited

Annual Report 2015-16

CORPORATE INFORMATION

Board of Directors
Mr. Gurdeep Soni
Chairman &Managing Director

Mr. Paramjit Singh Soni
Vice Chairman

Mr. AlokNagory
Independent Director

Mr. Ashish Kumar Agarwal
Nominee Director

Mr. Herbert Coenen
Director

Mr. M. R.Umarji
Independent Director

Mr. Sharat Krishan Mathur
Independent Director

Ms. Shradha Suri
Independent Director

Board Committees

Audit Committee
Mr. Sharat Krishan Mathur (C)
Mr. M. R. Umarji
Mr. Ashish Kumar Agarwal

Nomination & Remuneration Committee
Mr. M. R. Umarji (C)
Mr. Sharat Krishan Mathur
Mr. Ashish Kumar Agarwal

Corporate Social Responsibility Committee
Mr. Gurdeep Soni (C)
Mr. Paramjit Singh Soni
Mr. Sharat Krishan Mathur



Stakeholders Relationship Committee
Mr. Sharat Krishan Mathur (C)
Mr. Gurdeep Soni
Mr. Ashish Kumar Agarwal

Borrowing Committee
Mr. Gurdeep Soni (C)
Mr. Paramjit Singh Soni
Mr. Ashish Kumar Agarwal


Risk Management Committee
Mr. Herbert Coenen (C)
Mr. Gurdeep Soni
Mr. Ashish Kumar Agarwal
Mr. AsheshJamaiyar
Mr. SanjivKashyap


Group Chief Operating Officer
Mr. Sudhakar S Kolli

Chief Financial Officer
Mr. SanjivKashyap

Company Secretary
Mr. Mukesh Kumar

Auditors
M/s S. C. Varma and Co.
Chartered Accountants

Internal Auditors
Grant Thornton India LLP
HDSG Associates
Chartered Accountants

Secretarial Auditors
M/s Sanjay Grover & Associates
Company Secretaries


Registrars and Share Transfer Agents
Link Intime India Private Limited
C 13, Pannalal Silk Mills Compound
LBS Marg, Bhandup (West)
Mumbai 400 078
Maharashtra, India
Tel : +91 222596 7878
Fax : +91 222596 0329

Registered Office
Gripwel House
Block 5, Sector C 6 & 7
Vasant Kunj
New Delhi-110 070
India
Tel: +91 11 2613 7979
Fax: +91 11 26133195
Email: compliance.officer@unipartsgroup.com
Website: www.unipartsgroup.com

Corporate Office
Ground Floor, SB Tower
Plot No. 1A/1, Sector 16A,
Film City, Noida
Uttar Pradesh- 201 301
India
Tel: +91 120458 1400
Fax: +91 120 458 1499

Corporate Identity Number
U74899DL1994PLC061753


NOTICE OF THE 22ndANNUAL GENERAL MEETING

Notice is hereby given that the 22nd Annual General Meeting of the members of Uniparts India Limited will be held on Friday, the 30thday of September, 2016at 10.30 a.m. at the Registered Office of the Company at Gripwel House, Block-5, Sector C - 6 and 7, Vasant Kunj, New Delhi 110070, to transact the following businesses:

Ordinary Business:

To receive, consider and adopt:
the audited financial statements of the Company for the financial year ended 31st March, 2016 together with the reports of the Board of Directors and the Auditors thereon; and
the audited consolidated financial statements of the Company for the financial year ended 31st March, 2016 and the report of Auditors thereon.
To confirm the payment of Interim Dividend on Equity Shares.
To appoint a Director in place of Mr. Herbert Coenen (DIN 00916001), who retires by rotation at this Annual General Meeting for compliance with the requirements of Section 152 of the Companies Act, 2013 and, being eligible, has offered himself for re-appointment.
To ratify the appointment of M/s S.C. Varma and Co., Chartered Accountants, as Statutory Auditors of the Company and to fix their remuneration and for the purpose, to consider and if thought fit, to pass, with or without modification(s) the following resolution, as an Ordinary Resolution:
“RESOLVED THAT, pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act 2013 and the rules framed thereunder (including any statutory modifications or re-enactment(s) thereof, for the time being in force), pursuant to the recommendations of the Audit Committee and pursuant to the resolution passed by the members at the Annual General Meeting (“AGM”) held on September 20, 2014, the appointment of M/s S.C. Varma and Co., Chartered Accountants (ICAI Registration No. 000533N), as Auditors of the Company to hold office till the conclusion of 23rdAnnual General Meeting of the Company to be held in the calendar year 2017be and is hereby ratified and that the Board of Directors be and are hereby authorized to fix such remuneration as may be determined by the Board of Directors of the Company (or any Committee thereof) in consultation with the Statutory Auditors, and that such remuneration may be paid on a progressive billing basis to be agreed upon between the Auditors and the Board of Directors of the Company.”
Special Business:

To consider and if thought fit, to pass, with or without modification(s), the following resolution as anOrdinary Resolution:
“RESOLVED THATpursuant to the provisions of Section 148 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder (including any statutory modifications or re-enactment(s) thereof, for the time being in force), M/s. Vijender Sharma & Co., Cost Accountants (Firm Registration No. 00180), appointed as Cost Auditors by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ended 31st March, 2017, be paid a remuneration of 4,00,000 (Rupees Four Lacs Only)plus applicable service tax and reimbursement of out of pocket expenses incurred by the cost auditors.
RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds, matters and things, including delegate such authority, as may be considered necessary, proper or expedient in order to give effect to the above resolution.”
By order of the Board of Directors
For UNIPARTS INDIA LIMITED
---sd ---
(Mukesh Kumar)
Company Secretary
ACS - 17925
Place: New Delhi
Date: 23rdAugust, 2016

Uniparts India Limited
Registered Office:
Gripwel House, Block-5,
Sector C 6 and 7, Vasant Kunj,
New Delhi- 110070
Tel: +91 11 2613 7979
Fax: +91 11 26133195
Email: compliance.officer@unipartsgroup.com
Website: www.unipartsgroup.com

Corporate Office
Ground Floor, SB Tower
Plot No. 1A/1, Sector 16A,
Film City, Noida
Uttar Pradesh- 201 301
India
Tel: +91 120458 1400
Fax: +91 120 458 1499

Corporate Identity Number
U74899DL1994PLC061753

NOTES:
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS OF THE COMPANY NOT EXCEEDING FIFTY AND HOLDING IN AGGREGATE NOT MORE THAN TEN PERCENT OF THE TOTAL SHARECAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN TEN PERCENT OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER PERSON OR SHAREHOLDER.PROXIES IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED AND SIGNED NOT LESS THAN 48 (FORTY EIGHT) HOURS BEFORE THE ANNUAL GENERAL MEETING. A PROXY FORM FOR THE ANNUAL GENERAL MEETING IS ENCLOSED.
Every member entitled to vote at the meeting, or on any resolution to be moved thereat, shall be entitled during the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, to inspect the proxies lodged, at any time during the business hours of the Company, provided not less than three days’ notice in writing of the intention so to inspect is given to the Company.
Corporate Members are requested to send a duly certified copy of the Board Resolution authorizing their representative(s) to attend and vote at the Annual General Meeting.
A statement pursuant to Section 102 of the Companies Act, 2013, with respect to Special Business set out in the Notice is annexed hereto.
Reappointment of Directors: In terms of Section 152 of the Companies Act, 2013, Mr. HerbertCoenen(DIN 00916001), Director, retire by rotation at the Meeting and being eligible, offer himself for re-appointment. The Board of Directors of the Company recommends his re-appointment. Brief profile of Mr. Herbert Coenenand other details of the director recommended for re- appointment, as required under Secretarial Standards (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government, is annexed to the Notice.
All relevant documents referred to in the accompanying Notice and the Statement annexed pursuant to Section 102 of the Companies Act, 2013, including the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013 and Register of Contracts or Arrangements in which Directors are interested maintained under Section 189 of the Companies Act, 2013, will be available for inspection in physical or in electronic form by the members at the Registered Officeon all working days between 11.30 A.M. to 1.30 P.M. up to the date of the Annual General Meeting. Further, the copies thereof shall also be made available for inspection in physical or in electronic format the Corporate Office of the Company on all working days between 11.30 A.M. to 1.30 P.M. up to the date of the Annual General Meeting.
Members whose shareholding is in the electronic mode are requested to direct change of address notifications and updates of bank account details to their respective Depository Participant(s). Members are encouraged to utilize the Electronic Clearing System (ECS) for receiving dividends.
Annual Report 2015-16 with Attendance Slip and Proxy form are being sent by electronic mode to all the members whose email addresses are registered with the Company/ Depository Participants(s) for communication purposes unless a member has requested for a hard copy of the same. For members who have not registered their email addresses, physical copies of the Annual Report for FY 2015-16 are being sent by the permitted mode.
The Company has received the requisite consents/ declarations for the reappointment of Director and ratification of appointment of Auditors.




Members may also note that the Notice of the 22ndAnnual General Meeting will also be available on the Company’s website www.unipartsgroup.com. The physical copies of the Notice of the 22nd Annual General Meeting of the Company will also be available at the Company’s Registered Office as well as Corporate Office for inspection during normal business hours on working days. Members who require communication in physical form in addition to e-communication, or have any other queries, may write to us at compliance.officer@unipartsgroup.com.
Members who have not registered their e-mail addresses so far are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.
In case of any query relating to the Annual Accounts, the members are requested to send the same to the Company Secretary at the Corporate Office of the Company at least 10 days before the date of Annual General Meeting, so as to enable the management to keep the information ready for replying at the meeting.
The complete particulars of the venue of the Meeting, including route map and prominent land mark for easy location, is specified on the last page of the Annual Report.
STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
The following statement sets out all material facts relating to Special Business mentioned in the accompanying Notice:
ITEM NO. 5
The Board of Directors, on the recommendation of the Audit Committee, approved the appointment of M/s.Vijender Sharma & Co., Cost Accountants (Firm Registration No. 00180), as the Cost Auditors of the Company for the financial year 2016-17 at a remuneration of 400,000/- (Rupees Four Lacs Only), excluding service tax (as applicable) and reimbursement of out of pocket expenses incurred by the Cost Auditors on actual basis.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the Company.

Accordingly, consent of the members is sought for passing an ordinary resolution as set out at Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2017.

None of the Directors, Key Managerial Person or their relatives are concerned or interested, financially or otherwise, in the resolution.

The Board of Directors recommends the ordinary resolution set forth in Item no. 5 of the Notice for the approval of the members.

Additional information ofthe director recommended for re- appointment (in pursuance of Secretarial Standards (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government)

Brief Profile of Mr. Herbert Coenen
Mr. Herbert Coenen, aged 54 years, is an executive Director of our Company. He was appointed as a Director of our Company on January 12, 2013. He holds a diploma from the University of Applied Science, Cologne in mechanical engineering. He has around 30 years of work experience, of which more than 20 years were with GKN Walterscheid GmbH. He is associated with the Uniparts Group since August 2006 and has played a key role in business development, business expansion and technology adoption.

As Mr. Herbert Coenen, Executive Director of the Company, being longest in office, will retire by rotation at theensuing annual general meeting of the Company for ensuring the compliance with the provisions of Section 152 of the Companies Act, 2013 and offered himself for re-appointment, his re-appointment shall not constitute a break in his office as the Director of the Company.
He is presently also designated as Managing Director of our Subsidiary, Uniparts India GmbH. , a wholly owned subsidiary of the Company, and entitled to remuneration from Uniparts India GmBH. Mr. Herbert Coenen is not drawing any remuneration from Uniparts India Limited.
Directorships in other Companies as on 31st March, 2016:
Uniparts India GmbH
Uniparts Olsen Inc.
No. of board meetings attended during the financial year 2015-16:Mr. Herbert Coenen has attended 2 (two) board meetings held during the financial year 2015-16.
Shareholding:
Mr. Herbert Coenen does not hold any shares in the Company. However, he holds 451,336 options granted to him from time to time under the ESOP Scheme of the Company.
Board Committees positions in other companies:
Mr. Herbert Coenen does not hold any membership/ chairmanship of Board Committees of any other companies.
Relationship(s) with other directors and Key Managerial Personnel:Mr. Herbert Coenen is not related to any Director(s)and Key Managerial Personnel(s)(as defined in Companies Act, 2013) of the Company.

BOARD’S REPORT

The Members,
Your Directors have pleasure in presenting the 22ndAnnual Report on the business and operations of the Company and the Audited Financial Statementsfor the year ended 31stMarch, 2016.
FINANCIAL HIGHLIGHTS
The Company’s financial performance for the year ended 31stMarch, 2016 is summarized below:
Standalone Financial Performance:
(Amount in )

The Net Revenue from Operations stood at 4,500 million for the FY 2015-16 which is14.32%higher than previous year’s net Revenue from Operations of 3,936 million. The Company posted Profit after Tax of 280.47 million in FY 2015-16 as against Profit after Tax of 60.4 million in the previous FY 2014-15.
Consolidated Financial Performance:
(Amount in )

The Consolidated Net Revenue from Operations for FY2015-16 stood at 7,689 million as against 7,818 millionin the previous FY 2014-15. The consolidated Operating Profit (EBITDA) in FY 2015-16 is 929.3 million as against the previous FY 2014-15 EBITDA of 616.32million. The Company posted Profit after Tax of  469 million in FY 2015-16 as against Profit after Tax of  287 million in the previous FY 2014-15.

The Company and its subsidiaries (“Uniparts Group” or “the Group”) continued its focus on its two mature product verticals namely Three Point Linkage (“3PL”) and Precision Machined Parts (“PMP”), with a strategy to strengthen its position with current customers within existing geographies while also striving to gain market share and entry into new customers and new geographies.

During FY2015-16, Uniparts Group’s 3PL sales contributed 51.7% and PMP sales contributed 46.5% while other emerging product verticals i.e. Hydraulic Cylinders (“HYD”), Power Take Off (“PTO”) and Fabrications (FAB) contributed the remaining 1.8% to total sales. In terms of geographical spread, North America continues to be the key geography with 60.8% sales coming from this region. Europe, India and Japan contributed 17.4%, 11.3% and 5.9%, respectively, with remaining 4.6% coming from rest of the world.
Uniparts Group’s warehouses contributed 32.9%to the total sales, which is in line with the management’s overall strategy of increasing the proportion of warehousing sales and leverage the established global delivery model. Direct Exports constituted 28.6% and Local Deliveries (i.e. sales from our manufacturing facilities in their respective domestic markets) constituted 38.5% of the Group’s sales in FY2015-16.

A significant part of the Group’s sales continued to come from the Agriculture Sector, with this sector constituting over 63% of the total sales in FY2015-16. The other significant sector of the economy to which the Group caters is the Construction Sector, which constituted little over one third of the total sales in the reported financial year.

The overall revenue of the Group in FY 2015-16 was INR 7709 mn with a 12% EBITDA margin.

The Global Agricultural Market has been continuously facing slow down since FY 2013-14. The Market has declined by 10% between FY 2013-14 and FY 2015-16. The Global Construction Market has also been continuously facing slow down since FY 2012-13. The market has declined by 29%between FY 2012-13and FY 2015-16.This slowdown has impacted the Global Agriculture Equipment Market and the Global Construction Equipment Market.





In FY 2015-16, our major customers reported decline in sales against FY 2014-15. As per information available in public domain and/or with us, our largest customer John Deere, which contributes around 50% of the Group’s sales, declined around 16% between FY 2014-15 and FY 2015-16. Our other major customers like CNH, Class, ISEKI, Caterpillar, Mahindra & Mahindra and Terex were also adversely impacted due to slow market conditions. The overall sales of these customers in agriculture equipment declined in range of 5% to 24% and the construction equipment was impacted in range of 5% to 20% in FY 2015-16 against FY 2014-15.
Despite the decline in the sales of our major customers and adverse market conditions, Uniparts Groupwas able to grow its profit by 61.7% with a decline of only1.6% in the Group’s revenues. The Group was able to sustain its sales due to the new business engine running at full
throttle. Based on cyclical trends witnessed in the industry, industry experts expect it is likely to witness a trough or near trough conditions soon. Macro drivers that spur Agriculture and Construction continue to be in place supported by increase in demand for food and increasing urbanization. 
The Group continues its efforts to expand its management bandwidth across key functions at its India and overseas units. Further, the Group is focused on the “Voice of its Customers” and is constantly re-aligning its product portfolio to customer demands and market changes. The Group continues to focus on improving realizations across its product portfolio and its manufacturing units, and is committed to improve margins by a mix of cost reduction efforts along with efficiency and productivity improvements. Continuous focus is being maintained to enable sustainable operating structure capable of delivering timely output and superior quality at competitive costs.
The Company has taken effective steps towards the expansion of manufacturing capabilities in Ludhiana, which is expected to be functional in the next financial year. The Company plans that the units at Ludhiana will emerge as the hub for 3PL manufacturing for the domestic and global aftermarket customers. One of the Units at Noida will enhance their PMP manufacturing capabilities to support the growth in the global and domestic construction markets in addition to its export and domestic 3PL business, while the other Unit will continue with focus on the global aftermarket. The unit at Visakhapatnam will continue to be a hub for 3PL and PMP manufacturing for our global OEM customers. We also plan to leverage our product capability of PTO at Ludhiana and Hydraulic Cylinder at Visakhapatnam.

The Group will continue to focus on the current product portfolio, increase share of business and emphasize on new product development with an intent to retain the market leadership position. Product range and capability expansion include hydraulic lift, fabrications and higher horsepower tractor attachments. This shall lead to establish the Group as a multiple systems manufacturer/ aggregator, as against a single system manufacturer. De risking the portfolio by customer mix, industry mix and geographical mix is a key initiative.

Over the years, the Group has been at the forefront of providing value added engineering solutions to its customers in the domestic and the international markets. The Group will continue its efforts in this direction to strengthen its relationship with customers and remain cost competitive

The Group continues to manufacture out of its 6 manufacturing locations viz. two at Noida (Uttar Pradesh), two at Ludhiana (Punjab), one at Visakhapatnam (Andhra Pradesh) and one at Eldridge, USA.

DIVIDEND

The Company has paid an Interim Dividend @ 7.5% i.e.0.75/- per fully paid-up equity share of 10/- each to the shareholders of the Company during the FY 2015-16.

INITIAL PUBLIC OFFERING

After considering the volatility in market and business conditions, the Company has decided to defer the Initial Public Offer until further decision.


SUBSIDIARY COMPANIES

As on 31stMarch, 2016, the Company has four direct subsidiaries and one step-down subsidiary, details of which are provided below. No Company has become/ceased to be a subsidiary, joint ventures or associate of the Company during the financial year 2015-16.

Gripwel Fasteners Private Limited (“GFPL”)
GFPL was incorporated as Unilink Engineering Private Limited, a private limited company, on January 13, 2005 under the Companies Act, 1956. GFPL is the wholly owned subsidiary of our Company since 21stJanuary, 2008. GFPL is engaged in the business of manufacturing, sale and export of 3PL, tractor attachment systems and other agricultural equipment components. GFPL is also engaged in servicing the after-market and OEM customers. GFPL has its manufacturing facility at Noida Special Economic Zone (NSEZ)in Uttar Pradesh, India.

GFPL’s net revenue from operations in FY 2015-16 was 1169.30million as against 1237.05 million in the previous year. Profit after Tax (PAT) for the year was 65.43million as compared to 87.17 million during the previous year.
GFPL’s revenue from operations and PAT constitutes 15.21% and 13.95% respectively of the consolidated revenue from operations and PAT of the Company.

Uniparts Europe B.V. (“UEBV”)
UEBV was incorporated on 22ndJanuary, 2007 under the laws of The Netherlands.

During the financial year 2015-16, UEBV reported the loss of EUR 502as compared to loss of EUR 4461during the previous financial year.

UEBV’s has negligible contribution in consolidated revenue and PAT of the Company.

Uniparts India GmbH (“UIG”)
UIG was incorporated on 18thMay, 2010 under the laws of Germany. UIG is engaged in the business of warehousing and providing services to its customers located in Europe.

During the financial year 2015-16, UIG reported sales of EUR 7.92million as compared to EUR 7.39 million during the previous year. Net Profit after Tax for the year was EUR 0.23million as compared to the profit of EUR 0.43 million during the previous financial year.

UIG’s revenue from operations and PAT constitutes 7.44% and 5.34% respectively of the consolidated revenue from operations and PAT of the Company.

Uniparts USA Limited (“UUL”)
UUL was incorporated on 27thJanuary, 2005 under the laws of the State of Delaware, USA. UUL is engaged in the business of warehousing and primarily providing services to its customers located in USA.

During the financial year 2015-16, UUL (on a consolidated basis) reported net Revenue of USD 60.82 million as compared to USD 71.19 million during the previous year. Profit after Tax (PAT) for the year was USD 0.95 million as compared to USD 2.13 million during the previous financial year.

UUL’s revenue from operations and PAT constitutes 12.47% and 14.76% respectively of the consolidated revenue from operations and PAT of the Company. UUL’s step down subsidiary, UOI’s revenue from operations and PAT constitutes 39.21% and 12.78% respectively of the UUL’s revenue from operations and PAT.

Uniparts Olsen Inc. (“UOI”)
UOI was acquired by the group through its subsidiary, Uniparts USA Limited, in the year 2005. UOI is engaged in the business of manufacturing, warehousing and sale of precision machined pins, bushings and structural bosses for its customers in the construction, agriculture and forestry industries.

During FY 2015-16, UOI reported net sales of USD 46.16 million as compared to USD 58.65 million during the previous year. Profit after Tax (PAT) for the year was USD 0.23 million as compared to USD 1.55 million during the previous year.

In accordance with Section 129 (3) of the Companies Act, 2013,the Company has prepared consolidated financial statements, which forms part of the Annual Report. Further, pursuant to the provisions of Section129(3) read with Rule 5 of Companies(Accounts) Rules, 2014(as amended from time to time),statement containing salient features of the financial statement of thesubsidiary companies is disclosed separately and forms part of the Annual Report.

The annual financial statements of the subsidiary companies and the related detailed information shall be made available to the members of the Company seeking such information at any point of time. The annual financial statements of the subsidiary companies shall also be kept open for inspection by any member of the Company at the Registered Office and Corporate Office of the Company on any working day during business hours.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including the consolidated financial statements and related information of the Company and audited financial statements of each of the subsidiaries of the Company will be available on the Company’s website www.unipartsgroup.com.
BOARD OF DIRECTORS AND ITS MEETINGS

The Company has a professional Board with right mix of knowledge, skills and expertise with an optimum combination of executive, non-executiveand independent Directorsincluding one woman Director. TheBoard provides strategic guidanceand direction to the Company inachieving its business objectivesand protecting the interest of thestakeholders.

The Board of Directors of the Company presently comprise of the following Directors:

During the year ended 31st March, 2016, the Board of Directors met four timesi.e. on 30th June, 2015, 26th September, 2015, 25th November, 2015 and 4th February, 2016 and the maximum time gap between any two consecutive meetings was not more than 120 days, in compliance with the provisions of Companies Act, 2013.The details of the Board Meetings and the attendance of Directors are given hereinbelow:-

APPOINTMENT OR RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)

During the year under review, no changes occurred in the position of Directors. However, following changes occurred in the position of KMPs of the Company:
Mr. Lalit Khanna resigned as Company Secretary of the Company with effect from the close of business hours on 4thFebruary, 2016.

Mr. Mukesh Kumar was appointed as Company Secretary of the Company with effect from 5thFebruary, 2016.
In accordance with Section 152 of the Companies Act, 2013 and Articles of Association ofd the Company, Mr. Herbert Coenen (DIN 00916001), shall retire by rotation as Director at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. A brief profile of Mr. Herbert Coenen and other relevant details is annexed to the Notice of the ensuing Annual General Meeting.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder.

BOARD COMMITTEES
As on 31st March, 2016, the Company has Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee, Risk Management Committee, IPO Committee and Borrowing Committee. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by the members of the respective Board Committees. The Company Secretary acts as the secretary of all the Board Committees.

Audit Committee
The Company has an adequately qualified Audit Committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013. The composition of Committee and terms of reference are in compliance with the provisions of Section 177 of the Companies Act, 2013. All members of the Committee are financially literate and have accounting or related financial management expertise. As on March 31, 2016, the Audit Committee comprises of:

During the year ended 31st March, 2016, the Audit Committee met two times i.e. on 30thJune, 2015 and04th February, 2016. Mr. Sharat Krishan Mathur, Mr. Ashish Kumar Agarwal and Mr. M.R. Umarjiattended both the audit committee meetings held during the FY 2015-16.

Nomination and Remuneration Committee
The Company has a duly constituted Nomination and Remuneration Committee. The composition of committee and terms of reference are in compliance with the provisions of Section 178 of the Companies Act, 2013. As on March 31, 2016, the Nomination and Remuneration Committee presently comprises of:

During the year ended 31st March, 2016, the Nomination and Remuneration Committee met three times i.e. on 30th June, 2015, 26th September 2015 and 4th February, 2016. Members of Nomination and Remuneration Committee attended all the meetings held during the FY 2015-16.

Corporate Social Responsibility Committee
The Company has a duly constituted Corporate Social Responsibility (“CSR”) Committee in accordance with the provisions of Section 135 of the Companies Act, 2013. The roles and responsibilities of CSR Committee includes formulation and recommendation of corporate social responsibility policy to the Board, recommending the amount to be incurred for CSR activities, instituting a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company, and monitor the CSR policy from time to time. As on 31stMarch, 2016, the CSR Committee comprises of:

The CSR Policy of the Company wherein the CSR activities that may be undertaken by the Company are mapped with the activities as prescribed in Schedule VII to the Companies Act, 2013 as amended from time to time. The CSR Policy of the Company is available on the Company’s website www.unipartsgroup.com

During the year ended 31st March, 2016, the CSR Committee met two times i.e. on 30th June, 2015 and 4th February, 2016. Mr. Gurdeep Soni and Mr. Sharat Krishan Mathur attended all the meetings and Mr. Paramjit Singh Soni attended one meeting held during the FY 2015-16.
The annual report on CSR containing particulars specified in Companies (CSR Policy) Rules, 2014 is attached as Annexure 1 to this Report.

Stakeholders Relationship Committee
The Company has a duly constituted Stakeholders Relationship Committee in compliance with the provisions of Section 178 of the Companies Act, 2013. The Stakeholders Relationship Committee shall, inter-alia, specifically look into the redressal of all security holders’ and investors’ complaints and shall have the powers to seek all information from, and inspect all records of, the Company relating to security holder and investor complaints. The Stakeholders Relationship Committee comprises:

During the year ended 31st March, 2016, no meeting of the Stakeholders Relationship Committee was convened.


Borrowing Committee & IPO Committee
The Board of Directors of the Company had also constituted a Borrowing Committee and IPO Committee. The Composition of both the Committees is as under:

During the year ended 31st March, 2016, no meeting of the Borrowing Committee and IPO Committee was convened during the FY 2015-16.
Other Committee

Risk Management Committee
The Board of Directors has constituted a Risk Management Committee comprising of certain directors and senior executives of the Company. As on March 31, 2016, the Risk Management comprises of:-

The Committee has adopted a charter that outlines the role, responsibilities and power of the Committee and the procedure for organizing the meeting of the Committee.The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The Committee reviews the risk management practices and actions deployed by the management with respect to identification, impact assessment, monitoring, mitigation and reporting of key risks while trying to achieve its business objectives.

Further, the Committee endeavors to assist the Board in framing, implementing and monitoring the risk management framework for the Company and reviewing and guiding the risk policy/framework. The Committee also guides management in developing the risk management policy/framework and in implementing an appropriate risk management system for the Company.

To have better focus and monitoring of risks management plan, the Risk Management Committee has constituted an Operations Committee (a sub-committee of Risk Management Committee). The Operations Committee comprises of Mr. Herbert Coenen, Chairman, Chief Operating Officer, Chief Financial Officer, Company Secretary, Chief People Officer and Chief Information Officer as its members. This Committee has the primary responsibility of implementing the Risk Management Policy/framework of the Company and achieving the objective of developing a risk intelligent culture that supports decision making and helps improve Company performance.

During the yearended 31st March, 2016, the OperationsCommittee met one time on 18th June, 2015 and all the Members of the Committee were present.

BOARD PERFORMANCE EVALUATION

Pursuant to applicable provisions of the Companies Act, 2013, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees, Chairman and Individual Directors, including Independent Directors.

A structured questionnaire has been prepared, covering variousaspects of the functioning of the Board and its Committees under the following seven heads – Board Composition, Information to the Board, Board Procedures, Board Accountability, Senior Management, Standards of Conduct and Feedback on the Chairperson of the Board. These heads covers feedback on adequacy of the constitution and composition ofthe Board and its Committees, matters addressed in theBoard and Committee meetings, processes followed at themeeting, BoardRs.s focus, regulatory compliances and CorporateGovernance, Chairman and Directors’ performance, etc.

Board members had submitted their response on a scale of 5(Outstanding) – 1 (Needs significant improvement) for evaluating the entire Board, respectiveCommittees of which they are members and of their peerBoard members, including Chairman of the Board.





The Independent Directors had met separately without the presence of Non-Independent Directors and the members ofmanagement and discussed, inter-alia, the performance of non-Independent Directors and Board as a whole and the performanceof the Chairman of the Company after taking into considerationthe views of executive and Non-Executive Directors.

The Nomination and Remuneration Committee has also carriedout evaluation of every DirectorRs.s performance.The performance evaluation of all the Independent Directorshave been done by the entire Board, excluding the Directorbeing evaluated. On the basis of performance evaluation doneby the Board, it is determined whether to extend orcontinue their term of appointment, whenever the respectiveterm expires.

The Directors expressed their satisfaction with the evaluationprocess.

REMUNERATION POLICY FOR DIRECTORS & SENIOR MANAGEMENT

The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 2013 and other applicable regulations or guidelines. All the Board & Senior Management appointments are based on meritocracy.

The potential candidates for appointment to the Board and Senior Management are inter-alia evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character, appreciation of the Company’s vision, mission, values, professional skill, knowledge and expertise, financial literacy and such other competencies and skills as may be considered necessary.
The Board of Directors of the Company, considering the recommendation of Nomination and Remuneration Committee,had adopted a Performance Management Policy (“Remuneration Policy”) for Directors, KMPs and other employees. The policy represents the overarching approach of the Company to the remuneration of Director, KMPs and other employees. Through its compensation programme, the Company endeavors to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay.

CODE OF CONDUCT

The Company has adopted the Code of Conduct for Directors and Senior Management Personnel which also include Code for Independent Directors as per Schedule IV of the Companies Act, 2013. The Code of Conduct is available on the website of the Company i.e. www.unipartsgroup.com.
The purpose of the Code of Conduct is to enhance further an ethical and transparent process in managing the affairs of the Company and to deter wrong doing. In terms of Code of Conduct, Directors and Senior Management must act within the authority conferred upon them and in the best interests of the Company and its shareholders.

The Members of the Board and Senior Management Personnel have affirmed the compliance with the Code of Conduct during the year ended 31st March, 2016.

EMPLOYEES STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employee Stock Option Plan 2007 (“ESOP 2007”) of the Company. During the year under review, 52, 948 grant options have been surrendered and  Company had granted 52,948stock options under the ESOP 2007. Details of options granted by the Company under ESOP 2007 are provided in Annexure 2 to this Report.

LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Particulars of loans, guarantees and investments by the Company covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the standalone financial statement (Please refer to Note 12, 13, 17 and 41 to the standalone financial statement).

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, the Company can enter into certain related parties transactions, which are not in the ordinary course of business and / or are not arm’s length basis, only with prior approval of the Shareholders. All related party transactions that were entered into by the Company, during the financial year 2015-16, were on an arm’s length basis and were in the ordinary course of business.

All related party transactions were approved by the Audit Committee as also the Board and a statement giving details of all related party transactions was placed before the Audit Committee and the Board of Directors for their approval.

Particulars of contracts or arrangements with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed format AOC-2 is appended as Annexure 3 to this Board’s report.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year 2015-16 till the date of this report.

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

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required in terms of Section 134(3)(m) of the Companies Act, 2013 and Companies (Accounts) Rules, 2015 is annexed as Annexure 4 to this Report.

INTERNAL FINANCIAL CONTROLS

The Company continuously invests in strengthening its internal control processes. The Company has put in place an adequate system of internal financial control commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of its business.

These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.

All key legal and statutory filings are monitored on a monthly basis for all locations in India. Delay or deviation, if any, is seriously taken by the management and corrective actions are taken immediately. Financial policies, standards and delegations of authority have been disseminated to senior management to cascade within their departments. Procedures to ensure conformance with the policies, standards and delegations of authority have been put in place covering all activities.

The Company also has an Audit Committee which interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. This Committee mainly deals with accounting matters, financial reporting and internal controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of affairs of its constituents in a fair and transparent manner by adhering to the highest standards of professionalism, honesty, integrity and ethical behavior and has put in a system where, it is safe for all directors and employees to raise genuine concerns or grievances about suspected wrongful conducts or unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy of the Company.

The Company has a Vigil Mechanism/ Whistle Blower Policy which provides for a mechanism to all directors and employees of the Company to come out with their genuine concerns or grievances on suspected wrongful conducts or unethical behavior, actual or suspected fraud or violation of the company’s code of conduct or ethics policy through written communication with relevant information, without fear of retaliation of any kind.

The Vigil Mechanism/ Whistle Blower Policy is available at the Company’s website www.unipartsgroup.com




DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors confirm that:

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

the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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

the directors had prepared the annual accounts on a going concern basis; and

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

AUDITORS

Statutory Auditors
M/s S.C. Varma and Co., Chartered Accountants (ICAI Registration No. 000533N), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 20th Annual General Meeting till the conclusion of the 23rd Annual General Meeting of the Company. In terms of Section 139 of the Companies Act 2013, the appointment of Statutory Auditors shall be placed for ratification at every Annual General Meeting during their appointment term. Accordingly, the appointment of M/s S.C. Varma and Co., Chartered Accountants would be placed for ratification of shareholders at the ensuing Annual General Meeting. In this regard, the Statutory Auditors have confirmed that they are not disqualified for re-appointment as auditors of the Company under the Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules made thereunder.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to financial statements referred to in the Auditors’ Report are self-explanatory.

Secretarial Auditors
M/s Sanjay Grover and Associates, Company Secretaries, were appointed as Secretarial Auditors of the Company to carry out secretarial audit of the Company in terms of Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year 31



stMarch, 2016 is annexed herewith as Annexure 5to this Report.
There are no qualifications or observations or other remarks of the Secretarial Auditors in the Report issued by them for the financial year 2015-16 which call for any explanation from the Board of Directors.

Cost Auditors
M/s. Vijender Sharma & Co., Cost Accountants,was appointed as the Cost Auditor for the financial year 2015-16 to conduct the audit of the cost records of your Company. The Cost Audit Report for the financial year 2015-16, in respect of the products prescribed under relevant Cost Audit Rules, shall be filed as per the requirements of applicable laws.

The Board of Directors of your Company have re-appointed M/s. Vijender Sharma & Co., Cost Accountants, as the Cost Auditor of your the Company for the financial year 2016-17 on the recommendations made by the Audit Committee. The particulars of the Cost Auditors are:-

Name of Cost
Auditor: M/s. Vijender Sharma & Co.
Address:  3rd Floor, 11 HargovindEnclave, Vikas Marg, Delhi - 110092
E-mail: vijender.sharma@vsa.net.in

The Board of Directors of the Company have approved the remuneration of 4,00,000 (Rupees Four Lacs Only) plus service tax (as application and reimbursement of out of pocket expenses, if any, to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting.

EXTRACT OF ANNUAL RETURN

Relevant extract of annual return for the financial year 2015-16 under the Companies Act, 2013 is given in Annexure 6to this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is annexed herewith as Annexure 7 to this Report.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a protective environment at workplace for all its women employees. The Company has in place a ‘Discrimination Free Workplace and Sexual Harassment Policy’ in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment. All employees (permanent, temporary contractual, casual trainees/apprentices) are covered under the extant policy.

During the year ended 31st March, 2016, the Company did not receive any complaint related to sexual harassment.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2015-16 in terms of Chapter V of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

The Company has not received any significant and material orders passed by any Regulators or Court or Tribunal which shall impact the going concern status and the CompanyRs.s operations in future.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their gratitude towards all its customers. Your Directors further express their appreciation for the total commitment, dedication and hard work put in by every employee of the Company. Your Directors would also like to thank all its Suppliers and Business Associates for their guidance and support as well as the Bankers, Central and State Govt. Departments.

The Board also takes this opportunity to express itsdeep gratitude for the continued co-operation andsupport received from its valued shareholders.


For and on behalf of the Board of Directors

---sd---

(Gurdeep Soni)
Chairman and Managing Director
DIN: 00011478
Place: New Delhi
Date:23rdAugust, 2016
ANNEXURE 1

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES

A brief outline of the company’s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs.
The Company aims to ensure the implementation of CSR initiatives by identifying & helping under-developed areas with special emphasis on areas in and around factories/units of the Company. The Company gives preference to the local area and areas around it where it operates, for spending the amount earmarked for CSR activities.
The CSR projects or programs or activities that benefit only the employees of the Company and their families, and contribution of any amount (directly or indirectly) to any political party, are not considered as CSR activities under the CSR Policy of the Company. The CSR activities are mapped with the activities as prescribed in Schedule VII to the Companies Act, 2013 as amended from time to time.
In this regard, the Company has framed a CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is available on the website of the Company at the following Weblink: http://www.unipartsgroup.com/pdfs/CSR-Policy.pdf

The Composition of the CSR Committee.
Mr. Gurdeep Soni – Chairman of the Committee
Mr. Paramjit Singh Soni
Mr. Sharat Krishan Mathur

Average net profit of the company for last three financial years:Rs. 9,83,72,706/-

Prescribed CSR Expenditure (two percent of the amount as in item 3 above) : Rs1967454 /-

Details of CSR spent during the financial year.
(a) Total amount to be spent for the financial year: Rs. 20,00,000/-
(b) Amount unspent, if any: Nil
(c) Manner in which the amount spent during the financial year is detailed below:

*Details of implementing agency- Ideal Institute of Medical Sciences Society, Ghaziabad, Uttar Pradesh.
The CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the company.

ANNEXURE 2
INFORMATION REGARDING THE EMPLOYEE STOCK OPTION PLAN 2007
AS AT 31ST MARCH, 2016

Note 1: Exercise price of options (as on the date of grant of option)

Note 2: Details regarding options granted to our Directors and key managerial personnel and other management personnel are set forth below under Uniparts Employees Stock Option Plan, 2007:

Note 3: Details of employees who received a grant in any one year of options amounting to 5% or more of the options granted during the year under ESOP 2007:

Note 4: Description of the method and significant assumptions used during the year to estimate the fair values of options including weighted average information namely, Risk free Interest Rate, Expected life, Expected volatility, Expected dividends and Price of underlying share in market at the time of grant of options.
Our Company has adopted the Black-Scholes method to estimate the fair value of option with the following assumption.

Note: Price of underlying share in market at the time of grant of options is not applicable being an unlisted company.

Note 4A: Expected Risk Free Return

For and on behalf of the Board of Directors
---sd---
(Gurdeep Soni)
Chairman and Managing Director
DIN: 00011478


ANNEXURE 3
FORM NO. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis

2. Details of material contracts or arrangement or transactions at arm’s length basis**

**For the purpose of this Annexures, Material Contracts or Arrangement or Transactions with related parties means transactions, contracts or arrangements exceeding the threshold limits as specified in Rule 15(3) of the Companies (Meetings of Board & its Powers) Rules, 2014. For details on related party transactions entered during the FY 2015-16,please refer to the note no. 41 to the standalone financial statement.

For and on behalf of the Board of Directors

  ----sd---

(Gurdeep Soni)
Chairman and Managing Director
DIN: 00011478


ANNEXURE 4
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
(Pursuant to Section 134(3)(m) of the Companies Act, 2013read with rule 8(3) of the Companies (Accounts) Rules, 2015)

(A) CONSERVATION OF ENERGY-
(i) Steps taken or impact on Conservation of Energy: The Company’s manufacturing units have taken several measures towards conservation of energy. Some of the initiatives taken by the Unit(s) are as follows:Zero Liquid discharge through forced evaporation systemhas been installed at Vizag Unit. This would lead to better pollution control, reduce the impact on environment, improved hygienic condition and consistency in quality and improved productivity.
Lamp indicators of Machines & electrical panels replaced with LED indicators.
Human Motion Sensors installed in washrooms.
Installation of Energy Efficient motor on all Hammers
Timers and limit switches Installed on Power presses
Replacement of lamp panel indicator to led indicator
Replacement of Energy Efficient Motors on Blowers
Auto stop provision has been provided for the machineries to avoid unnecessary running of auxiliaries.




Replaced AC welding Machine with DC welding Machine.
Systematic maintenance including Air Filter cleaning of D.G sets.
Furnace Coating has been done to improve the Furnace Insulation to conserve heat.
Carried in-house programs for awareness of the employees regarding the wastages of power, fuel & water.
In-house energy audits/surveys are conducted periodically by certain units. Besides, regular monitoring of the overall energy consumption is also carried out periodically during the year, and losses, if any, are identified and suitable improvements carried out.

(ii) Steps taken by the Company for utilizing alternate sources of energy: The Company has taken following steps for utilization of alternate sources of energy:
D.G. Sets have been installed to run the equipment during power failures 
(iii) Capital investment on energy conservation equipment: The Company has invested Rs.1.079million approxon energy conservation equipment. Further, the Company has also spent Rs. 5.5 million towards Effluent Treatment Plant.

(B) TECHNOLOGY ABSORPTION-
(i) Efforts made towards technology absorption: The Company has been developing in-house modification/improvements in Process Technology in its variousmanufacturing sections-which, when found suitable, are integrated into the regular manufacturing operation.
(ii) Benefits derived like product improvement, cost reduction, product development or import substitution: The measures and the initiatives taken by the Company would result in cost reduction, quality improvement and environment protection.
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) Details of technology imported: - Nil
(b) Year of import: - N.A.
(c) Whether the technology been fully absorbed: - N.A.
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: -N.A. and
(e) the expenditure incurred on Research and Development: -Nil

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is as follows:

For and on behalf of the Board of Directors
  ---sd---
(Gurdeep Soni)
Chairman and Managing Director
DIN: 00011478

ANNEXURE 5
SECRETARIAL AUDIT REPORT


ANNEXURE 6
FORM NO. MGT-9
EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31stMarch, 2016
(Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014)

* As per NIC 2008

* Shareholding details of Promoters include the shareholding of their relatives.