brakes auto (india) limited - bseindia.com auto (india) limited ... brief resume of directors...

BRAKES AUTO (INDIA) LIMITED

CONTENTS Notice……………………………………….. Corporate Information …………………………………… Directors’ Report ………………………………………… Report on Management Discussion and Analysis ………………….. Corporate Governance Report …………………………… Auditors’ Certificate & Declaration …………………….. Independent Auditors’ Report ………………………………………… Balance Sheet …………………………………………… Profit & Loss Account ………………………………….. Cash Flow Statement …………………………………… Schedules to Accounts …………………………………


CORPORATE INFORMATION BOARD OF DIRECTORS Mr. Suresh Sharma Managing Director Mr. Sachin Sharma Non – Executive Director Mr. Giriraj Prasad Sharma Independent Director Mr. Daljeet Singh Matharu Independent Director Mr. Indresh Khanna Independent Director Mr. Rajen Damania Non-Executive Director COMPLIANCE OFFICER Mr. Hemant Kokatay AUDITORS M/s. Ashish Vyas & Co., Chartered Accountants 12, Civil Lines, Opp, BJP Office, Chamunda Complex Dewas – 455 001. (M.P.) Tel. No. 0722 – 252823/252833 REGISTERED & CORPORATE OFFICE 1011, Embrasy Centre, 207, Nariman Point, Mumbai - 400021 REGISTRAR & SHARE TRANSFER AGENT Purva Shareregistry (India) Private Limited 9, Shiv Shakti Industrial Estate, Lower Parel East, Mumbai – 400011


NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that next Annual General Meeting of Brakes Auto (India) Limited will be held at 1011, Embasy Centre, Nariman Point, Mumbai - 400021 on Wednesday, 30th September 2015 at 12 Noon to transact the following business:

ORDINARY BUSINESS 1. To consider and adopt the audited financial statement of the company for the financial year end

31st March, 2015, the reports of Board of Directors and Auditors thereon.

2. To appoint Auditors and to fix their remuneration;

To consider and if thought fit, to pass the following resolution, with or without modifications, as

an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 139 and other applicable provisions of the

Companies Act, 2013 and rules made there under (including any statutory amendment(s) or

modification(s) or enactment(s) thereof, for the time being in force) and pursuant to

recommendation of Audit Committee of the Board of Directors, M/s. Ashish Vyas & Co, Chartered

Accountants, be and are hereby re-appointed as the Auditors of the company to hold office from

the conclusion of this Annual General Meeting until the conclusion of next Annual General

Meeting, at such remuneration as the Board of Directors or Audit Committee of the Board of

Directors may fix in this behalf”.

3. Re-appointment of Mr. Suresh Sharma as Director liable to retire by rotation

“RESOLVED THAT Mr. Suresh Sharma who retires by rotation and being eligible offers himself for

re-appointment, be and is hereby re-appointed as a Director of the company liable to retire by

rotation”.

By order of the Board of Directors

Suresh Sharma Managing Director

Place: Mumbai Date: 01/09/2015 NOTES:- 1. A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is

entitled to appoint a proxy to attend and vote on a poll instead of himself and the proxy need

not be a member of the Company. The instrument appointing the proxy should, however, be

deposited at the registered office of the Company not less than 48 (forty-eight) hours before

the commencement of the Meeting.


2. A person can act as a proxy on behalf of members not exceeding fifty and holding in the

aggregate not more than ten percent of the total share capital 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.

3. Corporate members intending to send their authorized representatives to attend the Meeting

are requested to send to the Company a certified copy of the Board Resolution authorizing

their representative to attend and vote on their behalf at the Meeting.

4. Brief resume of Directors including those proposed to be re-appointed, nature of their

expertise in specific functional areas, names of companies in which they hold directorships and

memberships / chairmanships of Board Committees, shareholding and relationships between

directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock

Exchanges, are provided in the Corporate Governance Report forming part of the Annual

Report

5. Members are requested to bring their attendance slip along with their copy of Annual Report

to the Meeting.

6. In case of joint holders attending the Meeting, only such joint holder who is higher in the order

of names will be entitled to vote.

7. The Company has notified closure of Register of Members and Share Transfer Books from

25th September, 2015 to 30th September, 2015 (both days inclusive) in connection with the

proposed Annual General Meeting.

8. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent

Account Number (PAN) by every participant in securities market. Members holding shares in

electronic form are, therefore, requested to submit their PAN to their Depository Participants

with whom they are maintaining their demat accounts. Members holding shares in physical

form can submit their PAN to the Company / M/s. Purva Sharegistry (India) Pvt. Ltd.

9. Members holding shares in single name and physical form are advised to make nomination in

respect of their shareholding in the Company.

10. Members who hold shares in physical form in multiple folios in identical names or joint holding

in the same order of names are requested to send the share certificates to M/s. Purva

Sharegistry (India) Pvt. Ltd., for consolidation into a single folio.

11. 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.

12. Members are requested to send their queries to the Company, if any on Accounts at least 10

days before the Meeting.


ANNEXURE TO NOTICE

Details of the Directors seeking appointment/re-appointment in forthcoming Annual General Meeting (In pursuance of Clause 49 of the Listing Agreements)

Name of the director Suresh Sharma

Age 63 Years

Date of appointment 15/12/2005

Expertise in specific functional areas Industrial and Financial Management

Qualifications Post Graduate

List of companies in which outside directorships held (excluding private limited)

Refer Corporate Governance Report for more details

Chairman/member of the committees of the boards of other companies in which he is a director.

Refer Corporate Governance Report for more details

By order of the Board of Directors Place: Mumbai Date: 01/09/2015

Suresh Sharma Director


DIRECTORS’ REPORT

To

The Members

BRAKES AUTO (INDIA) LIMITED.

Your Directors have pleasure in presenting the Annual Report together with the Audited Accounts of

the Company for the year ended 31st March 2015.

Financial Results:

Performance of the Company during the year under review

During the year under review company did not carried on business. The Directors of the Company have been exploring various diversified areas and exploring new business areas to take up the company into new heights.

Future Outlook:

Overall performance of the Auto industry is dull and the company is diversifying itself into other

business areas and to explore international markets.

Dividend:

The Board of Directors does not recommend any Dividend for the year 2014-15 considering the

finance situation of the company.

Fixed deposits:

During the year under review, the Company has not accepted any fixed deposits and there are no

fixed deposits, which are pending repayment.

Subsidiary Companies:

Your Company does not have any subsidiary company during the year under review.

Particulars 2014-15 2013-14

Total Revenue (Other Income) 10,13,923 99,65,928

Total Expenses 10,55,006 10,550,930

Profit / (Loss) before Prior period,

Exceptional and Extra-Ordinary items.

Prior Period items -- --

Exceptional items -- --

Tax Expenses -- --

Profit / (Loss) for the Year (before Tax) (41,084) (5,85,002)


Directors:

In accordance with the provisions of the Companies Act, 2013 and the Company’s Articles of

Association, Mr. Suresh Sharma, Director retire by rotation at this AGM being eligible, offer

themselves for re-appointment.

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, brief resume of Mr. Suresh

Sharma have been provided in the notice convening the Annual General Meeting.

Board Meeting

Four meetings of the Board of Directors were held during the year. For further details, please refer

report on Corporate Governance of this Annual Report.

Declaration by Independent Director The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors and a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors. The details of programs for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company.

Directors’ Responsibility statement:

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) shall state that—

(a) In the preparation of the annual accounts, the applicable accounting standards had

been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true

and fair view of the state of affairs of the company at the end of the financial year and

of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding the

assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by the company

and that such internal financial controls are adequate and were operating effectively. Nomination & remuneration Committee

The Board constituted a Nomination and Remuneration Committee comprising of Mr. Daljeet Singh

Matharu, Mr. Giriraj Sharma and Mr. Sachin Sharma. Refer Corporate Governance report for details.


Corporate Governance:

The company has complied with the requirements of the Code of Corporate Governance as stipulated

in clause 49 of the listing agreement with the stock exchanges. A Report on Corporate Governance

along with Certification by the Managing Director is attached to this Directors’ Report.

A Certificate from the Auditor of the Company regarding compliance of the conditions of Corporate

Governance as stipulated by clause 49 of the listing agreement is attached to this Directors’ Report.

Auditors:

The statutory auditors of the Company M/s. Ashish Vyas & Co, Dewas retire at the conclusion of the

ensuing Annual General Meeting. The retiring auditors have furnished a certificate under Sec. 141 of

the Companies Act, 2013 confirming their eligibility for reappointment. The Auditors Report for the

financial year ended March 31, 2015 is annexed herewith and is part of the Annual Report.

Extract of Annual Return An Extract of Annual Return of the Company Pursuant to section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is given below;

Form No. MGT-9

EXTRACT OF ANNUAL RETURN As on the financial year ended on 31st March 2015

I. REGISTRATION AND OTHER DETAILS:

i) CIN: - L99999MH1980PLC108683 ii) Registration Date: -25.04.1980 iii) Name of the Company: -BRAKES AUTO (INDIA) LIMITED iv) Category / Sub-Category of the Company: Non-Government, Listed Company v) Address of the Registered office and contact details: 1011, Embrassy Centre, 207,

Nariman Point, Mumbai-400021 vi) Whether listed company: (Yes/No) vii) Name, Address and Contact details of Registrar and Transfer Agent:- M/s Purva Sharegistry (India) Pvt. Ltd. 9. Shiv Shakti Industrial Estate, J. R. Boricha Marg, Off N. M. Joshi Marg, Near Lodha Excelus, Lower Parel (East) Mumbai – 400 011. Tel. No. 022 - 23016761/23018261 Fax No. 022 – 022 23012517

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


Sl. No. Name and Description of main products / services

NIC Code of the Product/ service

% to total turnover of the Company

1 Trading and Distribution of Auto Parts

2911 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S. N0

NAME AND ADDRESS OF THE COMPANY

CIN/GLN

HOLDING/ SUBSIDIARY/ ASSOCIATE

% of shares held

Applicable Section

1 NA NA NA NA NA

2 NA NA NA NA NA

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

i) Category-wise Share Holding Category of Shareholders

No. of Shares held at the end of the year

No. of Shares held at the beginning of the year

% Change

Demat

Physical

Total % of Total

Demat

Physical Total % of Total

A.

Promoters

1) Indian

a) Individual/HUF 1926534 0 1926534 9.19 1926534 0 1926534 9.19 N.A

b) Bodies Corporate

6009015 0 6009015 28.66 6009015 0 6009015 28.66 N.A

Sub-total (A) (1):-

7935549 0 7935549 37.85 7935549 0 7935549 37.85 N.A

2) Foreign 0 0 0 0 0 0 0 0

B . Public Shareholding

1. Institutions 0 0 0 0 0 0 0 0

2. Non-Institutions

Body Corporate

I Indian 4188329 4189729 19.98 2298671 1,400 2300071 10.97 9.01

b) Individuals

i Individual shareholders holding nominal share capital upto Rs. 1 lakh

2245864 1301000 3546864 16.92 1034955 1314300 2349255 5.71 N.A


ii Individual

shareholders holding nominal share capital in excess of Rs1 lakh

4949883 0 4949883 23.61 8076264 376700 8076264 38.52 14.91

c) Others (specify)

HUF

98743 0 98743 0.47 182833 6000 188833 0.90 0.43

Non Resident Indians

176127 6,000 182127 0.87 26923 0 26923 0.13 -0.74

Clearing Members

62805 0 62805 0.30 88805 88805 0.42 0.12

Sub-total (B)(2):-

11708451 1321700 13030151

62.15 11708451

1321700 13030151 62.15 N.A

Total Public Shareholding (B)=(B)(1)+ (B)(2)

19644000 1321700 20965700

100 19644000

1321700 20965700 100 N.A

C Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0

Grand Total (A+B+C)

19644000 1321700 20965700

100 19644000

1321700 20965700 100 N.A

(ii) Shareholding of Promoters

Sl No.

Shareholder’s Name

Shareholding at the beginning of the year

Share holding at the end of the year

No. of Shares

% of total Shares

%of Shares Pledged / encumbered

No. of Shares

% of total Shares of the company

%of Shares Pledged / encumbere

% change in share holding

1 Twinstar Finvest Pvt Ltd

35,00,000 16.69 0 35,00,000 16.69 0 0

2 Phenomenol Craft Pvt Ltd

25,00,015 11.92 0 25,00,015 11.92 0 0

3 Sachin Sharma

16,07,100 7.67 0 16,07,100 7.67 0 0

4 Mithilesh Sharma

3,19,434 1.52 0 3,19,434 1.52 0 0

5 S S Forgings & Egineering Ltd

9,000 0.04 0 9,000 0.04 0 0


Total 37,50,000 75.00 37,50,000 75.00

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

Sl. No.


Cumulative Shareholding during the Year

No. of shares % of total shares of the company

No. of shares % of total shares of the company

At the beginning of the year

7935549 37.85 7935549 37.85

Increase /Decrease in Promoters Share holding during the year

N.A N.A N.A N.A

At the End of the year

7935549 37.85 7935549 37.85

(iv) Shareholding of Directors and Key Managerial Personnel:

Sl. No.


Cumulative Shareholding during the Year

Sachin Sharma No. of shares

% of total shares of the company

No. of shares

% of total shares of the company

At the beginning of the year

16,07,100

7.67

16,07,100

7.67

Increase / Decrease

Nil Nil Nil Nil

At the End of the year

16,07,100

7.67

16,07,100

7.67

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

Secured Loans Excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

Nil NIL Nil NIL


Total (i+ii+iii) Nil NIL Nil NIL

Change in Indebtedness during the financial year

Nil NIL Nil NIL

Net Change Nil NIL Nil NIL

Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

Nil NIL Nil NIL

Total (i+ii+iii) Nil NIL Nil NIL

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (N.A)

A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Not Applicable

B. Remuneration to other directors: Not Applicable

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD Not Applicable

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Not Applicable Secretarial Auditor: Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 the Board appointed Mr. Roy Jacob, 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 given below.

Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31st March 2015

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

To, The Members, BRAKES AUTO (INDIA) LIMITED I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. BRAKES AUTO (INDIA) 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 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, 2015 complied with the statutory provisions listed hereunder, except which are specifically mentioned therein and also that the Company has proper Board-processes and compliance- mechanism in place to the extent and 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 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; Details as per Annexure A

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder:

Company has not provided the Demat facility to the shareholders. (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:

Not applicable to the Company during the Audit period

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act’) and which are applicable to the company:-

(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: Not Applicable to the Company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999: Not Applicable to the Company during the Audit Period.

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 : Not Applicable to the Company during the 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: Not Applicable to the Company during the Audit Period


(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998: : Not

Applicable to the Company during the Audit Period I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India.

(Not notified hence not applicable to the Company during the audit period).

(ii) The Listing Agreements entered into by the Company with Stock Exchanges, except the following. Annual Report as required to be submitted under clause 31 of listing agreement and proceedings of Annual General Meeting was not filled by the company. Company has not submitted the Quarterly results within 15 minutes from the closure of Board Meeting pursuant to clause 41 (1)(f) of the listing agreement. Quarterly Financial results for the quarter ended 30th September 2014 was submitted to the exchange with a delay of one week. Shareholding pattern under clause 35 of the listing agreement for the quarter ended 30th September 2015 was submitted to the exchange late by one week. Seven Clear days notice to stock exchange in respect of Board Meetings for approval of Quarterly Results not submitted to stock exchanges pursuant to clause 31 (III) (a)of the listing agreement. Company has not appointed women Director on the Board pursuant to clause 49 of the listing agreement. Company has not published the Notice of Board Meetings for approval of Quarterly Results in at least in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the company is situated. The company has not published copy of the financial results which were submitted to the stock exchange in at least in one English daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the company is situated pursuant ot clause 41 (VI)(a) of the listing agreement.

Based on our such examination and further based on the Representation of the Management of the Company, the Company has during the period under review complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, except the non- compliances given in respective paragraphs and Annexure given hereto. I/we 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. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. 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. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes. I/we further report 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.

For Roy Jacob & Co Company Secretary

Place: Mumbai Date: 28/08/2015

(Roy Jacob) Proprietor

ACS No.18815 C P No.: 8220

Annexure A Non Compliance of the Companies Act, 2013 as on 31st March 2015:

1. E Voting facility as per section 108 of Companies Act, 2013 was not provided by the company

for the AGM held on 30th September, 2014.

2. Company do not have proper board process and compliance mechanism.

3. Company has not complied with the provisions of section 203(4) in respect of appointment

Chief Financial Officer and Company Secretary.

4. Company has not appointed women Director on the Board.

5. Form ADT 1 as per section 139 (1) of the Company Act, 2013 and rule 4 (2) of the company

(Audit and Auditor) Rules, 2014 was not filled by the company for the year ended 31st March,

2014

6. Company has not filed Annual Return for the financial year ended 31stMarch 2014 with the

Registrar of Companies.

7. Company has not filed Annual Accounts for the financial year ended 31stMarch 2014 with the

Registrar of Companies.

8. There is no record available regarding dispatch of notice for the AGM held on 30th September,

2014.

************************************************************************


Employee Relations:

The relations between the employees and management continued to be cordial during the year.

Particulars of Employees and related disclosures: No employee of the company is drawing remuneration in excess of the limits set out in terms of the provisions of Section 197 (12) of the Act read with Rules 5(2) and 5(3) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars as required under section 134(3) (m) of the companies act, 2013 read with the

companies (Accounts) Rules, 2014:

1. Conservation of Energy, Technology Absorption:

The particulars regarding the disclosure of the conservation of energy, technology absorption, as

required under section 134(3) (m) of the companies act, 2013 read with the companies (Accounts)

Rules, 2014 are given below.

Energy Conservation Measures Taken:

The Company continues to accord high priority to conserve the energy. There is no manufacturing

activity is carrying on the company at present.

2. Foreign Exchange Inflow & Outgo:

a) Activities relating to Exports, Initiatives taken to increase Exports, Developments of new Export

Market for products and Services and Export Plans:

The Company has not undertaken any export activities. The company is looking out for Export

Opportunities.

b) Total Foreign Exchange used and earned:

Used : Nil

Earned : Nil

Risk Management During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. A Group Risk Management Policy was reviewed and approved by the Committee. The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company’s management systems, organizational


structures, processes, standards, code of conduct and behaviors together form the Reliance Management System (RMS) that governs how the Group conducts the business of the Company and manages associated risks. The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across Group wide Risk Management, Internal Control and Internal Audit methodologies and processes. Comments of the Board of Directors on Qualifications on Auditors Reports: Auditors Qualifications if any are self explanatory and does not require any comments Board Comments on Secretarial Audit Qualifications: Since there was no manufacturing or business activity is carried on by the Company during last year, and in view of the loss of business to the company, company cannot give proper attention to the legal and regulatory compliance matters. However management is in the process of regularizing all legal and procedural compliances. Particulars of loans, guarantees or investments under section 186: Company has not provided loans, investments and guarantees during the year. Related Party Transaction under sub-section (1) of section 188: 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 approved by the Board is provided in the company’s web site.

Acknowledgments:

The Management is grateful to the Regulatory Authorities, Share holders, Company’s Bankers,

Financial Institutions, Insurance Companies, Investors, Clients, Business Associates for their continued

support and co-operation.

The Directors also wish to place on record their appreciation for the co-operation, active involvement

and dedication of the employees.

For and on behalf of the Board of Directors

Place: Mumbai

Date: 01/09/2015

Suresh Sharma

Director


MANAGEMENT DISCUSSION AND ANALYSIS

The Company is in the business of manufacturing and trading automobile accessories products. During the year under consideration company did not carried on business and is in the process of diversification and identification of new business vertical to venture. The key issues of the Management Discussion and Analysis are given below. The Auto industry went through a challenging financial year 2014, with the global meltdown ravaging economies. The collapse in consumer sentiments, weak exports, noteworthy drop in discretionary spending in vehicles / apparels and down trading by the consumers put immense pressure on both the top-line and the bottom-line of Automobile related industries.. Business Outlook

The operations of the company was stalled for last few years. Presently the management of the Company is exploring and identifying new business verticals to start with.

a. Segment wise performance

The business of the Company falls under a single segment.

b. Internal control system

Internal audit and other controls have been found to be adequate. These are reviewed periodically by the Audit Committee and found the performance satisfactory.

Future Outlook:

Overall performance of the Auto industry is dull and the company is diversifying itself into other

business areas and to explore international markets. Internal control systems and their adequacy The Managing Director / Whole Time Director certification provided in the report discusses the adequacy of our internal control systems and procedures. Human Resource Development The most important asset of the company is its Human Resources. Cautionary statements

Statements in the Management Discussion and Analysis describing the Company’s objectives,

projections, estimates, expectation may be forward looking statements within the meaning of

applicable securities laws and regulations. Actual results could differ materially from those expressed

or implied.


CORPORATE GOVERNANCE REPORT

In accordance with Clause 49 of the Listing Agreement with BSE Limited (BSE) some of the best

practices followed internationally on Corporate Governance, the report containing the details of

corporate governance systems and processes at BRAKES AUTO (INDIA) LIMITED is as follows:

At BRAKES AUTO (INDIA) LIMITED, Corporate Governance is all about maintaining a valuable

relationship and trust with all stakeholders. At BRAKES AUTO (INDIA) LIMITED, we consider

stakeholders as partners in our success, and we remain committed to maximizing stakeholder value,

be it shareholders, employees, suppliers, customers, investors, communities or policy makers. This

approach to value creation emanates from our belief that sound governance system, based on

relationship and trust, is integral to creating enduring value for all. We have a defined policy

framework for ethical conduct of businesses.

1. Company’s Philosophy on Code of Corporate Governance:

The Company’s philosophy on Corporate Governance is to achieve business excellence and to meet

the expectations of its customers, shareholders, employees, business associates, and the society at

large and in complying with the dictates of the regulatory frame work. The Company is committed to

transparency in all its dealings and places high emphasis on business ethics. We believe that Corporate

Governance is voluntary and self-discipline code which means not only ensuring compliance with

regulatory requirements but also by being responsive to our stakeholders needs.

2. Ethics/Governance Policies At Brakes Auto, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:

Code of Conduct

Code of Conduct for Prohibition of Insider Trading

Health, Safety and Environment (HSE) Policy

Vigil Mechanism and Whistle Blower Policy

Policy on Materiality of Related Party Transactions and on Dealing with Related Party

Transactions

Policy for Selection of Directors and determining Directors Independence

Remuneration Policy for Directors, Key Managerial

Personnel and other Employees

Policy for determining Material Subsidiaries

3. Code of Conduct:

The Company has in place a comprehensive Code of Conduct (the Code) applicable to all the employees and Non-executive Directors including Independent Directors. The Code is applicable to Non-executive Directors including Independent Directors to such extent as may be applicable to them depending on their roles and responsibilities. The Code gives guidance and support needed for ethical


conduct of business and compliance of law. The Code reflects the values of the Company viz. - Customer Value, Ownership Mind-set, Respect, Integrity, One Team and Excellence.

4. Board of Directors:

The Board of Directors comprises of executive and non-executive directors with rich professional

experience in various fields. The present strength of the Board of Directors is Six in number. One-third

of the Board consists of Independent Directors.

5. Board Meetings & Procedures

During the year, the Board met 5 times on 15/05/2014, 13/08/2014, 01/09/2014 14/11/2014 and

14/02/2015.

The composition of Board of Directors, attendance at the Board Meetings during the financial year

and attendance at the last Annual General Meeting, number of outside Directorship,

Chairman/Membership of Committees is as under:

Name of Director Category No. of

Board

meetin

gs

attend

ed

Last AGM

attendanc

e

No of

Direc

torsh

ips

Membership/

Chairmanship

of other Audit,

Shareholders’

Grievance,

Committees

Mr. Suresh Sharma Chairman 5 Yes 3 2

Mr. Daljeet Singh Matharu Independent Director 4 No 2 Nil

Mr. Sachin Sharma Non–Executive Director 4 Yes 3 2

Mr. Giriraj Sharma Independent Director 5 Yes 3 1

Mr. Indresh Khanna Independent Director 3 No 2 1

Mr. Rajen Damania Non–Executive Director 5 No 2 Nil

6. Appointment/Reappointment:

1. Mr. Suresh Sharma who retires by rotation and being eligible offers himself for re-

appointment, be and is hereby re-appointed as a Director of the company liable to retire by

rotation.

Name of the director Suresh Sharma

Age 63 Years

Date of appointment 15/12/2005

Expertise in specific functional areas

Qualifications Graduate

List of companies in which outside directorships held. (excluding private limited)

1. Vertex Spinning Limited 2. Nardhana Infrastructure Limited. 3. SS Forgoings and Engineering Limited

Chairman/member of the committees of the boards of other companies in which he is a director.

1. Vertex Spinning Limited 2. Nardhana Infrastructure Limited. 3. SS Forgoings and Engineering Limited


7. Independent Director

Lead Independent Director The Company’s Board of Directors has designated Shri Giriraj Sharma as the Lead Independent Director. The Lead Independent Director’s role is as follows:

To preside over all meetings of Independent Directors

To ensure there is an adequate and timely flow of information to Independent Directors

To liaise between the Chairman and Managing Director, the Management and the Independent Directors

To preside over meetings of the Board and Shareholders when the Chairman and Managing Director is not present, or where he is an interested party

To perform such other duties as may be delegated to the Lead Independent Director by the Board/ Independent Directors

Meetings of Independent Directors The Company’s Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors’ views to the Chairman and Managing Director.

One meetings of Independent Directors were held during the year.

8. Audit Committee:

Terms of reference:

The Audit Committee has been constituted pursuant to section 177 of the Companies Act, 2013 and

Clause 49 of the Listing Agreement. The Primary object of Audit Committee of the company is to

monitor and provide effective supervision of the management’s financial reporting process with a

view to ensure accurate, timely and proper disclosures and transparency, integrity and quality of

financial reporting.

Composition:

The Audit Committee comprises of 3 members out of which 2 are Independent Directors. Mr. Giriraj

Prasad Sharma is the Chairman of the Audit Committee. All the members of the Committee are

financially literate.

During the year, the Committee met 4 times on 15.05.2014, 13.08.2014, 14.11.2014 and 14.02.2015

and the gap between any 2 meetings was less than 4 months.

Attendance at the Audit Committee Meeting:


Name Designation

Category Attendance out of 5

meetings

Mr. Giriraj Sharma Chairman Independent 4

Mr. Daljeet Mathura Member Independent 4

Mr. Sachin Sharma Member Executive 4

9. Stakeholders’ Relationship Committee:

Constitution and attendance:

The committee comprises of Mr. Giriraj Prasad Sharma, Mr. Daljeet Mathura and Mr. Sachin Sharma.

Attendance at the Shareholders’ Grievance Committee Meeting:

Name

Designation

Category Attendance out

of 4 meeting

held

Mr.Giriraj Prasad Sharma Chairman Independent 4


Mr. Sachin Sharma Member Executive 4

During the year, the Company received 2 complaints on various matters. The Company has

attended the same and complaints pending unresolved at the end of the financial year were NIL.

Terms of reference:

The Shareholders’ Grievance Committee focuses on shareholders’ grievances and strengthening of

investor relations, specifically looking into redressal of grievances pertaining to:

1) Transfer and transmission of shares

2) Non-receipt of balance sheet

3) Non-receipt of declared dividend

4) Other related issues

Prohibition of Insider Trading: With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct for Prohibition of Insider Trading.

10. Risk Management Committee:

The Risk Management Committee (RM Committee) was constituted by the Board on 13.08.2014 adhering to the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Committee’s prime responsibility is to implement and monitor the risk management plan and policy of the Company. The Committee’s constitution meets with the requirements of Clause 49 of the Listing Agreement.

The committee comprises of Mr.Giriraj Prasad Sharma, Mr. Daljeet Mathura and Mr. Sachin Sharma.

During the year under review the Committee met twice in a year on 13.08.2014 and 11.02.2015


Attendance at the Shareholders’ Grievance Committee Meeting:

Name

Designation

Category Attendance out

of 2 meeting

held

Mr. Giriraj Sharma Chairman Independent 2


Mr. Sachin Sharma Member Non - Executive 2

Role and Responsibilities of the Committee includes the following:

Framing of Risk Management Plan and Policy

Overseeing implementation of Risk Management Plan and Policy

Monitoring of Risk Management Plan and Policy

Validating the process of risk management

Validating the procedure for Risk Minimization

Periodically reviewing and evaluating the Risk Management Policy and practices with respect

to risk assessment and risk management processes

Continually obtaining reasonable assurance from management that all known and emerging

risks have been identified and mitigated or managed

Performing such other functions as may be necessary or appropriate for the performance of

its oversight function

11. Nomination and Remuneration Committee:

Constitution and attendance:

The Board constituted a Nomination and Remuneration Committee comprising of Mr. Giriraj Sharma,

Mr. Daljeet Singh and Mr. Suresh Sharma.

Attendance at the Remuneration / Compensation Committee Meeting:

Name Designation

Category Attendance out of 0

meetings

Mr. Giriraj Prasad Sharma Chairman Independent 0

Mr. Daljeet Singh Member Independent 0

Mr. Suresh Sharma Member Non-Executive 0

There were no meeting held during the year under consideration.

Terms of reference:

The terms of reference of the Remuneration Committee are as per the guidelines set out in the Listing

Agreement with the stock exchanges that include determination of the Company’s policy on specific

remuneration packages for Directors.

Remuneration Policy:


The remuneration of the Executive Directors is recommended by the Remuneration committee, based

on criteria such as industry benchmarks, the Company’s performance vis-à-vis the industry and

responsibilities shouldered. The Company pays remuneration by way of salary and perquisites to its

Executive Directors.

The Directors are not paid any remuneration except sitting fees. Further the company has not entered

into any pecuniary relationship or transactions with the Non-executive directors.

12. General Body Meetings:

(i) Details of Annual General Meetings during the last three years

Financial

Year

Day, Date & Time Venue

2011-12 Friday, 30th September, 2012 at 11.00

AM

1011, Embrasy Centre, Nariman Point, Mumbai – 400021

2012-13 Saturday, 29th September, 2013 at

11.00 AM


2013-14 Tuesday, 30th September, 2014 at

10.00 AM


(ii) Special Resolution Passed in the last three Annual general meetings: Company has not passed special

Resolutions during the last 3 Annual General Meetings.

(iii) Special Resolution passed through Postal ballot last year: NIL

13. Disclosures:

i. There were no transactions of material nature with its Promoters, Directors or the Management,

or their relatives during the period that may have potential conflict with the interest of the

company at large.

ii. There were no transactions with the related parties under AS 18 issued by the Institute of

Chartered Accountants of India.

iii. There were no non-compliances by the Company during the year. No penalties or strictures have

been imposed on the Company by Stock Exchanges or SEBI or any other Statutory Authorities on

any matters related to the capital markets, during the previous three financial years.

iv. The Board has adopted a Code of Conduct including for its Directors and Senior Management. This

is available on the Company’s web-site.

v. The Directors of the Company have submitted before the Board a declaration of compliance with

the Code of Conduct by the Directors during the financial year ended March 31, 2015.


vi. The Company follows the Accounting Standards issued by the Institute of Chartered Accountants

of India and in the preparation of the financial statement; the Company has not adopted a

treatment different from that prescribed by any Accounting Standard.

vii. Risk assessment and minimization procedures are periodically reviewed by the Risk Management

Committee, Audit Committee and the Board of Directors of the Company.

viii. The Whole Time Director has submitted a certificate to the Board of Directors in Compliance of

Clause 49 (V) of the Listing Agreement with the Stock Exchanges.

ix. The Company has complied with all mandatory requirements under Clause 49 of the Listing

Agreement with the Stock Exchanges. The adoption of non-mandatory requirements has been

dealt with in this Report.

x. The Company has adopted the Risk Management Policy of the Company and the same is available

on the Company’s website.

xi. The Company has adopted the Whistle Blower Policy and the same is available in the company’s

website.

xii. The Company has adopted policy in handling Unpublished Price Sensitive Information and the

same is available in the company’s website.

14. Means of Communication:

Quarterly un-audited financial results are published in leading English/Vernacular newspapers. The

half yearly report is not sent separately to the Shareholders. Annual Reports sent to the shareholders

at their registered address with the company and also put up on Company’s web site.

The quarterly results, shareholding pattern and other mandatory information are available at the

website of Bombay Stock Exchange (www.bseindia.com).

15. General Shareholders’ Information:

Annual General Meeting

Date : 30th September, 2015

Time : 12 noon Venue : 1011, Embrasy Centre, Nariman Point, Mumbai – 400021.

Financial Calendar (Tentative)

Financial reporting for the quarter ending June 30, 2015 : 12th August 2015

Financial reporting for the quarter ending Sept 30, 2015 : 2nd week of Nov’ 2015

Financial reporting for the quarter ending December 31, 2015 : 2nd week of Feb’ 2016

Financial reporting for the quarter ending March 31, 2016 : 2nd week of May 2016

Annual General Meeting for the year ended March 31, 2016 : August-September, 2016

Date of Book Closure: 25th September, 2015 to 30th September, 2015 (Both days inclusive)

http://www.bseindia.com/


Listing on Stock Exchanges : Bombay Stock Exchange Ltd (BSE)

Demat ISIN for NSDL & CDSL : INE222G01019

Stock performance vs. BSE:

Market Price Data during the year ended 31.03.2015: The monthly High & Low Share prices of the company traded at the Stock Exchange, Mumbai from 1st April 2014 to 31st March, 2015 are given below:

Mumbai Stock Exchange

Months Months High Price Rs. Months Low Price Rs.

April 2014 7.88 5.70

May 2014 7.41 0.79

June 2014 7.37 5.50

July 2014 5.57 5.60

August 2014 4.52 3.78

September 2014 3.78 2.87

October 2014 2.81 1.94

November 2014 2.15 1.83

December 2014 1.83 1.09

January 2015 1.14 0.94

February 2015 1.10 1.00

March 2015 2.30 2.24

Registrars & Transfer Agents : Purva Shareregistry (India) Private Limited 9, Shiv Shakti Industrial Estate,

Lower Parel East, Mumbai – 400011..

Share Transfer System

Securities lodged for transfer at the Registrar’s Office are normally processed with in 15 days from

the date of lodgment, if the documents are clear in all respects. All requests for dematerialization

of securities are processed and the confirmation is given to the depositories within 15 days. The

Compliance Officer is empowered to approve transfer of shares and other investor related


matters. Grievances received from investors and other miscellaneous correspondence on change

of address, mandates, etc are processed by the Registrars with in 30 days

Pursuant to Clause 47(c) of the Listing Agreement with the Stock Exchanges, certificates, on half-

yearly basis, have been issued by a Company Secretary-in-Practice for due compliance of share

transfer formalities by the Company. Pursuant to Securities and Exchange Board of India

(Depositories and Participants) Regulations, 1996, certificates have also been received from a

Company Secretary-in-Practice for timely dematerialization of the shares of the Company and for

conducting a Secretarial Audit on a quarterly basis for reconciliation of the Share Capital of the

Company.

Non-mandatory requirements:

1. Chairman of the Board

No separate office is maintained for the Non-Executive Chairman. Company does not reimburse

expenses incurred by him in performance of his duties.

Mr. Giriraj Prasad Sharma, Mr. Indresh Khanna and Mr. Daljeet Singh are Independent Directors on

the Board of the Company. All of them have requisite qualification and experience and in the opinion

of the Company this would enable them to contribute effectively to the Company in their capacity as

Independent Directors.

2. Shareholder Right

The Company has not sent half yearly financial performance including summary of the significant

events to each of the shareholders, since the results were published in 2 news papers, one in

Vernacular and one in English newspaper.

3. Audit Qualifications

During the year under review, there was no major audit qualification in the Company’s financial

statements. The Company continues to adopt best practices to ensure a regime of unqualified

financial statements.

DECLARATION

In accordance with Clause 49 of the Listing Agreement with the Stock exchanges, I hereby confirm

that, all the Board Members and Senior Management personnel of the Company have affirmed

compliance with the Code of Conduct and Ethics during the financial year ended March 31.03.2015.

For BRAKES AUTO (INDIA) LIMITED

Place: Mumbai

Date: 01/09/2015

Suresh Sharma

Managing Director


CEO/CFO Certification

We hereby certify to the Board that:

a) We have reviewed the financial statements and the cash flow statements for the year ended

31st March, 2015 and to the best of our knowledge and belief.

(i) These statements do not contain any materially untrue statement or omit any

material fact or contain statements that might be misleading

(ii) These statements together present a true and fair view of the company’s affairs and

are in compliance with the existing accounting standards, applicable laws and

regulations.

b) There are to the best of our knowledge and belief, no transactions entered into by the

Company during the year which are fraudulent, illegal or violate the Company’s Code of

Conduct.

c) We accept the responsibility for establishing and maintaining internal controls for financial

reporting and that, we have evaluated the effectiveness of the internal control systems of the

Company pertaining to the financial reporting and have disclosed to the auditors and the

Audit Committee, deficiencies in the design or operation of such internal controls, if any of

which we are aware and the steps we have taken or propose to take steps to rectify these

deficiencies.

d) We further certify that:

i) There have been no significant changes in internal control during the year;

ii) There have been no significant changes in accounting policies during the year,

iii) To the best of our knowledge, there have been no instances of fraud, involving

management or an employee having a significant role in the Company’s internal

control systems.

For BRAKES AUTO (INDIA) LIMITED

Place: Mumbai

Date: 01/09/2015

Suresh Sharma

Director

INDEPENDENT AUDITORS’ REPORT

To The Members of Brakes Auto(India) Limited

Report on the Financial Statements 1. We have audited the accompanying financial statements of Brakes Auto(India)

Limited (“the Company”), which comprise the Balance Sheet as at March 31st, 2015, Statement of Profit and Loss for the year ended March 31, 2015 and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements

2. The Company’s Management is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made there under including the accounting standards and matters which are required to be included in the audit report.

5. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act and other applicable pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.


To the Members of Brakes Auto (India) Limited Report on the Financial Statements Page 2 of 5

6. An audit involves performing procedures to obtain audit evidence, about the amounts

and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion on the financial statements.

Opinion

8. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2015;

(b) In the case of the Statement of Profit and Loss, of the loss for the year ended on that date;

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

9. As required by ‘the Companies (Auditor’s Report) Order, 2015’, (The Order), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act , and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order.

10. As required by section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(c) The company does not have any branch; hence this clause is not applicable;



(d) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account and records;

(e) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(f) In our opinion, no financial transactions or matters which have any adverse effect on functioning of the company is observed.

(g) On the basis of written representations received from the directors as on 31st March, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of section 164(2) of the Companies Act, 2013.

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with rules made there under, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact, if any, of pending litigations as at 31st

March 2015 on its financial position in its financial statements – Refer Note 21;

ii. The Company has made provision as at 31st March 2015, as required under the applicable law or accounting standards, for material foreseeable losses,if any, on long-term contracts including derivative contracts;

iii. There were no requirement by the company to transfer to the Investor

Education and Protection Fund. Hence this clause is not applicable.

For Ashish Vyas & Co. Firm Registration No. 09032C (Chartered Accountants) Ashish Vyas (Proprietor) Membership No.078527 Date: 13th May 2015 Place : Mumbai



ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 9 of the Independent Auditors’ Report of even date to the members of Brakes Auto(India) Limited on the financial statements as of and for the year ended March 31, 2015

We Report that:

i. (a) The company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As informed to us, most of the assets have been physically verified by the management during the year. There is a regular program of verification which, in our opinion, is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

ii. (a) According to the information and explanations given to us, the inventory and capital work has been physically verified by the management during and at the close of the year

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory and followed by the management as evidenced by the written procedures and instructions are reasonable and adequate in relation to the size of the company and nature of its business.

(c ) The company is maintaining proper records of inventory. As explained to us, no discrepancies were noticed on physical verification between physical stocks and book records.

iii. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Therefore, the provisions of clauses 3 (iii), iii(a) and (iii)(b) of the said Order are not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the company and the nature of its business, with regard to purchase of fixed assets and with regard to sale of services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system of the company.

v. In our opinion and according to the information and explanations given to us, the company has not accepted deposit from the public. Therefore, said clause of the order is not applicable to the company.

vi. As informed to us, the Central Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act, 2013 for any of the products of the company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, The company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education fund, employees’ state insurance, income tax, sales tax, wealth



tax, service tax, custom duty, excise duty, VAT, Cess and other material statutory dues applicable to it. No undisputed amounts payables in respect of income tax, sales tax, wealth tax, service tax, customs duty,VAT,Cess and excise duty were in arrears, as at 31st March 2015 for a period of more than six months from the date they became payable .

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, service tax, customs duty, VAT,Cess and excise duty which have not been deposited on account of any dispute.

(c ) ) According to the information and explanations given to us and on the basis of our examination of the books of accounts, there are no amount are required to be transferred investor education and protection fund.

viii. The Company does not have accumulated losses more than fifty percent of its net worth at the end of the financial year. The Company has incurred cash losses during the financial year covered by the audit and cash loss in the immediately preceding financial year.

ix. In our opinion and according to the information and explanations given to us, the company has defaulted in repayment of dues to a financial institution, bank .

x. According to the information and explanations given to us, company has not given guarantees for loans taken by others from Banks or financial institutions

xi. According to the information and explanations given to us, the company has not taken any term loans during the current year.

xii. During the course of our examination of the books of accounts, carried out in accordance with generally accepted auditing practices in India & According to the information and explanations given to us, we have neither come across any incidence of fraud on or by the company, noticed or reported during the year, nor have we been informed of any such case by the management.

For Ashish Vyas & Co. Firm Registration No. 09032C (Chartered Accountants) Ashish Vyas (Proprietor) Membership No.078527 Date: 13th May 2015 Place : Mumbai

Particulars Note no. 31.03.2015 31.03.2014

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

Share Capital 2 209,657,000 209,657,000

Reserves and Surplus 3 18,361,152 18,540,503

(2) Non-Current Liabilities

Deferred tax liabilities (Net) 4 921,043 879,302

Long term provisions 5 252,989 252,989

(3) Current Liabilities

Trade payables 6 23,371,020 24,020,984

Other current liabilities 7 37,452 37,452 Total 252,600,656 253,388,230

II.Assets

(1) Non-current assets

Fixed assets

Tangible assets 8 38,849,504 39,240,030

Capital work-in-progress 9 10,119,859 10,119,859

Long term loans and advances 10 102,622,658 102,622,658

(2) Current assets

Inventories 11 10,764,515 10,764,353

Trade receivables 12 87,016,680 87,521,172

Cash and Bank Balances 13 3,227,440 3,120,158 Total 252,600,656 253,388,230

Significant Accounting Policies 1

The Notes are an integral part of these Financial Statements.

In terms of our report of even date.

For ASHISH VYAS & CO. For & on behalf of the Board of

CHARTERED ACCOUNTANTS BRAKES AUTO (INDIA) LIMITED

(Firm Reg No. 09032C)

ASHISH VYAS SURESH SHARMA SACHIIN SHARMA

(PROPRIETOR) DIN:01741387 DIN:01655120

M.No. 078527 (MANAGING DIRECTOR) (DIRECTOR)

Place : Mumbai

Date : 13/05/2015


CIN : L99999MH1980PLC108683

Balance Sheet as at 31st March, 2015

Particulars Note No 31.03.2015 31.03.2014

Revenue from operations 14 1,013,923 9,965,928

III. Total Revenue 1,013,923 9,965,928

IV. Expenses:Purchase of Stock-in-Trade 15 504,491 8,530,193 Changes in inventories of finished goods, work-in-

progress and Stock-in-Trade 16 (162) 289,883

Employee benefit expense 17 - 51,600

Depreciation and amortization expense 8 294,000 1,157,819

Administrative and Other expenses 18 256,677 521,435

Total Expenses 1,055,006 10,550,930

V. Profit before exceptional and extraordinary items and

tax (III - IV) (41,084) (585,002)

VI. Exceptional Items -

VII. Profit before extraordinary items and tax (V - VI) (41,084) (585,002)

VIII. Extraordinary Items - -

IX. Profit before tax (VII - VIII) (41,084) (585,002)

X. Tax expense:

(1) Current tax

(2) Deferred tax 41,741 (163,590)

XI. Profit(Loss) from the perid from continuing

operations (VII-VIII) (82,825) (421,412)

XI. Profit/(Loss) for the period (IX - X) (82,825) (421,412)

XVI. Earning per equity share: 22

(1) Basic (0.00) (0.02)

(2) Diluted (0.00) (0.02)

Significant Accounting Policies 1

The Notes are an integral part of these Financial Statements.

In terms of our report of even date.

For ASHISH VYAS & CO.

CHARTERED ACCOUNTANTS

ASHISH VYAS SURESH SHARMA SACHIN SHARMA



Place: MUMBAI

Date : 13/05/2015

For & on behalf of the Board of



CIN : L99999MH1980PLC108683

Statement of Profit and Loss statement for the year ended 31st March, 2015

A. Cash Flow from Operating Activities

Net Profit before Tax (41,084) (585,002)

Adjustment for :

Depreciation 294,000 1,157,819

Deffered tax

Operating Profit before Working Capital Changes 252,916 572,817

Adjustment for Working Capital Changes

(Increase)/Decrease in Stock in Trade (162) 289,883

(Increase)/Decrease in Debtors 504,491 8,530,193

(Increase)/Decrease in Loans & Advances - -

Increase/(Decrease) in Current Liabilities (649,964) (8,130,231)

Increase/(Decrease) in Other Current Liabilities - (224)

Cash Generated from Operation (145,635) 689,621

Cash Flow before Exceptional item (145,635) 689,621

Net Cash from Opearting Activities

B. Cash Flow from Investing Activities

Purchase of Fixed Assets

Net Cash used in Investing Activities

C. Cash Flow from Financing Activities

Increase/(Decrease) in Secured/Unsecured Loan

Increase/(Decrease) in Long Terms Provisions - (478,315)

Increase/(Decrease) in Long Terms Loans & Advances - -

Issue Of Shares - -

Net Cash used in Financing Activities - (478,315)

Net Increase/(Decrease) in Cash and Cash

equivalents(A+B+C) 107,282 784,123

Opening Cash and Cash Equivalents 3,120,158 2,336,035

Closing Cash and Cash Equivalents 3,227,440 3,120,158

Notes:

1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting

Standard-3 on "Cash Flow Statements" notified under theCompanies Act, 1956, of India read with General

Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133

of theCompanies Act, 2013.

2. Previous year's figures have been regrouped/ rearranged wherever necessary.



(Firm Reg No. 09032C)




BRAKES AUTO INDIA LIMITED

PARTICULARS YEAR ENDED 31.03.2014YEAR ENDED 31.03.2015

CIN : L99999MH1980PLC108683

Cash Flow Statement for the year ended 31st March, 2015


CIN : L99999MH1980PLC108683

Notes to the Financial Statements for the year ended March 31, 2015

General Information

Brakes Auto (India) Limited (the ‘Company’) is engaged in business of Trading of Textile . The Company was incorporated on April 15, 1980. The

Company's equity shares are listed on the Bombay Stock Exchange Limited

1 Significant Accounting Policies:

(i) Basis of Accounting:

These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost conv -

ention on accrual basis. Pursuant to section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, till the standards

of accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting

Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial

statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) [Companies

(Accounting Standards) Rules,2006, as amended] and other relevant provisions of the Companies Act, 2013.

All assets and liabilities have been classified as current or non-current as per the Company's operating cycle and other criteria set out in the Schedule III to

the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and

cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current / non current classification of assets and

liabilities.

(ii) Tangible and Intangible Assets and Depreciation/ Amortisation:

(a) Tangible and Intangible Assets are stated at cost of acquisition or construction less accumulated depreciation/ amortisation and accumulated

impairment losses, if any. The Company capitalises all costs relating to the acquisition, installation and construction of Tangible and Intangible Assets

up to the date when the assets are ready for commercial use. Subsequent expenditures related to an item of fixed asset are added to its book value only if

they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Items of Fixed Assets that have been

retired from active use and are held for disposal are stated at the lower of their net book value and net realisable value and are shown separately in the

financial statements. Any expected loss is recognised immediately in the Statement of Profit and Loss. Losses arising from the retirement of, and gains

or losses arising from disposal of Fixed Assets which are carried at cost are recognised in the Statement of Profit and Loss.

(b) Depreciation on additions/ deletions to Tangible and Intangible Assets is calculated on pro-rata basis from the month of such additions/ deletions. The

Company provides depreciation on straight-line method at the rates specified under Schedule II Schedule II to the Companies Act, 2013

(c) Assets individually costing less than Rs. 5,000 are fully depreciated in the year of acquisition/ construction.

(d) Assessment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible and intangible) may be impaired. For the

purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent

of the cash inflows from other assets or groups of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the

recoverable amount of the asset/ cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the

recoverable amount. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present

value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment

is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods

may no longer exist or may have decreased.

(iii) Borrowing Cost:

Borrowing costs directly attributable to the acquisition/ construction of an asset are apportioned to the cost of the Tangible and Intangible Assets up to

the date on which the asset is put to use/ commissioned.

(iv) Investments:

Investments that are readily realisable and are intended to be held for not more than one year from the date, on which such investments are made, are

classified as current investments. All other investments are classified as long term investments. Current investments are carried at cost or fair value,

whichever is lower. Long-term investments are carried at cost. However, provision for diminution is made to recognise a decline, other than temporary, in

the value of the investments, such reduction being determined and made for each investment individually.

(v) Inventories :

Inventory is valued at weighted average cost or net realizable value whichever is lower. Cost includes all non refundable taxes and expenses incurred

to bring the inventory to the present location.

(vi) Employment Benefits:

No provision made for Employees Benefit Plan. As there is not any permanent Employee as such, the question of provisions such as employees

PF,ESIC, or Gratuity does not arise.

(vii) Revenue Recognition:

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

Sales is recognised when the significant risk and rewards of ownership of the goods are passed to the customer.

Sales are disclosed net of Sales Tax, Discount and returns as applicable

(viii) Current and Deferred Tax:

Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is

measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws prevailing in the respective jurisdictions.

Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets

are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against

which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or

substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company reassesses unrecognised deferred tax assets, if any.

Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention

to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set

off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by

the same governing taxation laws.


CIN : L99999MH1980PLC108683


Minimum Alternative Tax credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal

income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written

down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specified period.

(ix) Segment Reporting

The company has taken into consideration Accounting Standard 17-"Segment Reporting" issued by Institute of Chartered Accountants of India.

The company has only one segment, thus there is no separate segment prepared.

(x) Provisions and Contingent Liabilities

Provisions: Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources

embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are

measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date and are not discounted to its present

value.

Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be

confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present

obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the

amount cannot be made.

(xi) Earnings per Share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number

of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profit for the period after

deducting preference dividends and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the

period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed

the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net

profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for

the effects of all dilutive potential equity shares.

(xii) Cash and Cash Equivalents

Cash and cash equivalents comprise cash and Balance with Bank

(Amount in Rs. )

Particulars 31.03.2015 31.03.2014

BRAKES AUTO (INDIA) LIMITEDCIN : L99999MH1980PLC108683


3. RESERVES & SURPLUS

Opening balance 18,540,503 18,961,915Profit Transferred from Profit & Loss A/c (82,825) (421,412)

Less: Book value of Fixed Assets with expired useful life as on April 1, 2014 [Refer

Note 8] (96,526) 18,361,152 18,540,503

4. Deferred Tax Liabilities (Net)[Refer Note 1(viii)]Deferred Tax LiabilitiesTiming difference between book and tax depreciation 41,741 879,302

41,741 879,302

5. LONG TERM PROVISIONSProvision for Tax 252,989 223,489 Provision for Audit Fees 29,500 Others

252,989 252,989

6. TRADE PAYABLE- Due to Micro Enterprises and Small Enterprises [Refer Note 6(a)] -

Due to OthersSundry Creditors for Capital Goods - Sundry Creditors for Trading [Refer Note 6(b)] 23,371,020 24,020,984

23,371,020 24,020,984

Note 6(a):

There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding for 'more than 45 days at the Balance Sheet date. The information regarding Micro and Small enterprises 'have been determined to the extent such parties have been identified on the basis of information 'available with the Company.

Note 6(b):

1. Due to financial crises of the company, instead of cash, Goods had been sold to the

parties having Credit balance for satisfaction of their claim.

7.OTHER CURRENT LIABILITIESAudit Fees Payable 29,500 29,500

Duties & Taxes 7,952 7,952

37,452 37,452

9. CAPITAL WORK IN PROGRESS

Capital work in progress 109,000 109,000

Dhule Project Work in Progress 10,010,859 10,010,859

10,119,859 10,119,859

10.LONG-TERM LOANS & ADVANCES

[Unsecured, Considered good (unless otherwise stated)]Deposits 45,000 45,000 Advances to be recovered in cash or in kind or for value to be received 102,007,688 102,007,688

Tax Deducted at source and advance tax 569,970 569,970

102,622,658 102,622,658

11. INVENTORIES[Refer Note 1(v)]Stock in trade 10,764,515 10,764,353 (As valued & Certified by the management of the company)

10,764,515 10,764,353

(Amount in Rs. )

Particulars 31.03.2015 31.03.2014

BRAKES AUTO (INDIA) LIMITEDCIN : L99999MH1980PLC108683


12. TRADE RECEIVABLE(Unsecured and considered good )Outstanding for more than six months 87,016,680 87,521,172 Others

87,016,680 87,521,172

13.CASH & BANK BALANCESCASH & CASH EQUIVALENTSCash in hand 3,188,253 3,072,016 Balances with Bank 39,187 48,142

3,227,440 3,120,158

(Amount in Rs. )

Particulars 31.03.2015 31.03.2014

14.REVENUE FROM OPERATIONS

Sale of Traded Goods (Non Vatable) 1,013,923 9,965,928

1,013,923 9,965,928

15.Purchase of Stock in Trade

Purchase of Goods (Non Vatable) 504,491 8,530,193

504,491 8,530,193

16.CHANGES IN INVENTORIES OF FINISHED GOODS

Closing stock of Finished Goods 10,764,515 10,764,353

Opening stock of Finished Goods 10,764,353 11,054,236

Net Increase/(Decrease) (162) 289,883

17. Employees Benefit Expenses

Salary 51,600

- 51,600

18.Administrative and Other Expenses

Annual Custodial Fees 114,817 25,000

Annual listing fees 112,360 214,405

Audit Fees 29,500 29,500

Bank and Other Charges 8,989

Electricity Expenses 67,176

Office Expenses 125,319

Telephone Exps 16,478

Travelling Expenses 20,000

Web and Internet Expenses 14,568

256,677 521,435


CIN : L99999MH1980PLC108683


(Amount in Rs. )

Particulars 31.03.2015 31.03.2014


CIN : L99999MH1980PLC108683


19. Related Party Disclosures

Related Party Disclosures, as required by Accounting Standard 18 – “Related Party Disclosures”,

notified under the Act, read with General Circular 15/2013 dated September 13, 2013 of the Ministry

of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 are given below:

Key Management Personnel: Mr. Suresh Sharma ( Managing Director)

Relative: Mr. Sachin Sharma is also as director in the Company

20.Contingent Liabilities:

Particulars AS ON 2014-2015 AS ON 2013-2014

Disputed Income Tax Liability (including Interest and

Penalty to the extent ascertainable) not acknowledged as

debts

8570192 8,141,632

Any other Matter

Total

21. Commitments:

Capital Commitment:

Estimated amount of contracts remaining to be executed on capital account and not provided for

is Rs. Nil

22. Computation of Earnings Per Share (Basic and Diluted)The number of shares used in computing Basic Earnings Per Share (EPS) is the weighted average

number of shares outstanding during the year.

Particulars 2014-2015 2013-2014

I. Profit/ (Loss) Computation for both Basic and Diluted

Earnings per Share of Rs. 10 each Net Profit/ (Loss) as per the Statement of Profit and Loss

available for Equity Shareholders (in Rupees)

(82,825) (421,412)

II. Weighted average number of Equity Shares for

Earnings per Share computation

20,965,700 20,965,700

For Basic Earnings Per Share (0.00) (0.02)

No. of Shares for Diluted Earnings Per Share 20,965,700 20,965,700

III. Earnings Per Share in Rupees

- Basic (0.00) (0.02)

- Diluted (0.00) (0.02)

23.Previous year’s figures have been rearranged to conform with current year’s presentation, where applicable.



-



M.No. 078527 (MANAGING DIRECTOR)(DIRECTOR) Place : Mumbai

Date : 13/05/2015

DETAILS OF FIXED ASSETS & DEPRECIATION CLAIMED THEREON UNDER COMPANIES ACT,ON S.L.M BASISNote 8 (refer Note 1(ii) & 1(iii)

S. DESCRIPTION OF

NO. ASSETS AS ON Additions Deduction AS ON AS ON FOR THE Deduction AS ON AS ON

1/4/2014 31/3/2015 1/4/2014 YEAR 31/3/2015 31/3/2015

1 COMPUTER & SOFTWARE 6,925,662 - 6,925,662 6,752,609 173,053 6,925,662 -

2 FACTORY SHADE & BUILDING 9,805,280 - - 9,805,280 376,669 - 376,669 9,428,611

3 PLANT & MACHINERY 31,691,770 - - 31,691,770 2,570,877 - 2,570,877 29,120,893 -

4 FURNITURE & FIXTURE 449,164 - - 449,164 299,419 149,745 449,164 -

5 VEHICALS 179,647 - - 179,647 179,647 179,647 - -

6 OFFICE EQUIPMENT 141,837 - - 141,837 74,109 67,728 141,837 -

7 LEASE HOLD LAND 300,000 - - 300,000 - - - 300,000 Total (Rs.) 49,493,360 - - 49,493,360 10,253,330 390,526 - 10,643,856 38,849,504

Note: Consequent to the enactment of the Companies Act, 2013 (the Act) and its applicability for the accounting periods after April 1, 2014, the Company has re-worked depreciation with reference to the

estimated economic lives of fixed assets prescribed by the Schedule II to the Act or actual useful life of assets, whichever is lower. For assets whose life has been completed as above, the carrying

value, net of residual value aggregating Rs. 96,526 as at April 1, 2014 has been adjusted to General Reserve and in other cases the carrying value as at April 1, 2014 has been depreciated

over the remaining of the revised life of the assets and recognised in the Statement of Profit and Loss.



-



M.No. 078527 (MANAGING DIRECTOR) (DIRECTOR) Place : Mumbai

Date : 13/05/2015


GROSS BLOCK DEPRECIATION NET BLOCK

AS ON

31/3/2014

173,053

9,428,611

29,120,893

149,745

-

67,728

300,000 39,240,030

Note: Consequent to the enactment of the Companies Act, 2013 (the Act) and its applicability for the accounting periods after April 1, 2014, the Company has re-worked depreciation with reference to the

estimated economic lives of fixed assets prescribed by the Schedule II to the Act or actual useful life of assets, whichever is lower. For assets whose life has been completed as above, the carrying

value, net of residual value aggregating Rs. 96,526 as at April 1, 2014 has been adjusted to General Reserve and in other cases the carrying value as at April 1, 2014 has been depreciated

NET BLOCK


S. DESCRIPTION OF Deletion

NO. ASSETS 9/30/2013 10/31/2013

1 COMPUTER & SOFTWARE 28,619 - - 60.00 17,171 11,447

2 FACTORY SHADE & BUILDING (New) 1,941,524 10.00 194,152 1,747,372

FACTORY SHADE & BUILDING(Old) 5,959,680 - - 5,959,680

3 PLANT & MACHINERY(New) 2,095,244 15.00 314,287 1,780,957

PLANT & MACHINERY(Old) 25,155,920 - - 25,155,920

4 FURNITURE & FIXTURE 449,164 - - 449,164

5 VEHICALS 179,647 - - 179,647

6 OFFICE EQUIPMENT 141,837 - - 141,837

7 LEASE HOLD LAND 300,000 - - - - 300,000

Total (INR) 36,251,634 - - 525,610 35,726,024

WDV AS ON

01.04.2014

AdditionRate of

Depriciation

%

Depticiation

During the

Year

WDV AS ON

31/03/2015

Particulars

Debit Credit Debit

Capital Account 209657000.00

New Equity Share [email protected] Share 170500000.00

Amit Girishrai Prajapati 11820000.00

Aptrans Portfolio Pvt Ltd 20000000.00

Bhaskar Chand Nuthalapali 500000.00

Chandravardhan Ravishankar Trivedi 1500000.00

Gaurav Avasthi 5000000.00

Girija Kumari Mandiga 5000000.00

Javerben Kanji Bhanushali 5000000.00

Kazim H Lokhandwala 500000.00

Krishnapriya Karothi 2500000.00

Madineni Mallinath 4000000.00

Mamatha Supriya 500000.00

Mukesh Kanji Bhanushali 5000000.00

Phenomenal Crafts Pvt. Ltd. 24680000.00

Pratima Dodhala 20000000.00

Ration Ltd (Deven K Patel) 500000.00

Sachin Sharma 16000000.00

Twinstar Finvest Pvt Ltd 48000000.00

Share Capital 39157000.00

Equity Shares 39157000.00

Current Liabilities 24281924.83

Duties & Taxes 7952.00

Tds Detucted on Professional Fees 7952.00

Provisions 252989.00

Audit Fees Payble 29500.00

Prov for FBT AY 07-08 5997.00

Prov for Tax AY 07-08 46810.00

Prov for Tax AY 2006-2007 323.00

Prov for Tax AY 2008-2009 153359.00

Provision for FBT AY 2009-10 17000.00

Sundry Creditors 24020983.83

Sundry Creditors for Trading 24020983.83

Pithampur Steels Ltd-for Purchases 24020983.83

Fixed Assets 59613219.00 10283048.01 59613219.00

Gross Block 49493360.00 49493360.00

Computer and Servers 3542580.00 3542580.00

Computers 630402.00 630402.00

Factory Shed & Building 9805280.00 9805280.00

Furniture & Fixtures 449164.00 449164.00

Lease Hold Land 300000.00 300000.00

Office Equipment 141837.00 141837.00

Plant & Machinery 31691770.00 31691770.00

Software 2752680.00 2752680.00

Vechiles 179647.00 179647.00

Provision for Dep 10283048.01

Brakes Auto (India) Ltd

1-Apr-2014 to 31-Mar-2015

Opening Balance Closing Balance

Accumalated Dep - Computers 2937461.70

Accumalated Dep - Factory Shed 376669.00

Accumalated Dep. for Computer and Server 1193219.59

Accumalated Dep - Office Equipments 80845.26

Accumalated Dep. on Furniture 314324.08

Accumalated Dep. on Software 2621923.91

Accumalated Dep - P&M 2570877.00

Accumalated Dep - Vehicles 187727.47

Capital Work In Progress A/c 109000.00 109000.00

Bricks for Nardana Dhule A/c 35000.00 35000.00

Building Material A/c 35000.00 35000.00

Reeti for Nardana Dhule A/c 27000.00 27000.00

Water Supplied to Nardana Dhule A/c 1500.00 1500.00

Wood Supplied to Nardana Dhule A/c 1500.00 1500.00

Work Contract Account Rahiman A/c 9000.00 9000.00

Dhule Project Work in Progress 10010859.00 10010859.00

Current Assets 204028341.59 204281096.04

Opening Stock 10764353.47 10764353.47

Deposits (Asset) 45000.00 45000.00

Dhule MIDC 45000.00 45000.00

Loans & Advances (Asset) 102577658.00 102577658.00

Income Taxes 569970.00 569970.00

Income Tax 414250.00 414250.00

Income Tax (A.Y.09-10) 155720.00 155720.00

Share Apllication Money Pending Allotment 605000.00 605000.00

Share Application(Panam Finvest) 350000.00 350000.00

Share Application(PSL) 255000.00 255000.00

Aptrans Impex Pvt Ltd 38400924.00 38400924.00

Aptrans Infra And Power Pvt Ltd 14400336.00 14400336.00

DMK Metals Pvt Ltd 22550616.00 22550616.00

Silver Electricals Pvt Ltd 26050812.00 26050812.00

Sundry Debtors 87521171.74 87666644.57

Sundry Debtors for Trading 87521171.74 87666644.57

Dewas Fabrics for Sales 1571000.00 1571000.00

S S Forgings for Sale 15053806.74 14549315.26

Vertex Spinning Ltd for Sales 70896365.00 70896365.00

Cash-in-hand 3072016.21 3188252.60

Cash 3025514.63

Cash Balance 46501.58

Bank Accounts 48142.17 39187.40

South Indian Bank 2413.00 38203.00

Syndicate Bak 8629 10942.02

Syndicate Bank 2015 15450.75

Union Bank of India - 12191 13352.00

Union Bank of India 36335 5000.00

Yes Bank 984.40 984.40

Sales Accounts

Sale of Goods

Purchase Accounts 504491.48

Purchases 504491.48

Indirect Expenses 550677.00

Annual Listing Fees 112360.00

Audit Fees 29500.00

Custodian Fees 114817.00

Depriciation 294000.00

Deferred Tax Liability 879302.00

Profit & Loss A/c 18540505.75

Diff. in Opening Balances 220.00 220.00

Grand Total 263641780.59 263641780.59 264949703.52

Credit

209657000.00

170500000.00

11820000.00

20000000.00

500000.00

1500000.00

5000000.00

5000000.00

5000000.00

500000.00

2500000.00

4000000.00

500000.00

5000000.00

24680000.00

20000000.00

500000.00

16000000.00

48000000.00

39157000.00

39157000.00

24281924.83

7952.00

7952.00

252989.00

29500.00

5997.00

46810.00

323.00

153359.00

17000.00

23371019.52

23371019.52

23371019.52

10673574.01

10673574.01

Brakes Auto (India) Ltd

1-Apr-2014 to 31-Mar-2015

Closing Balance

3110514.70

376669.00

1193219.59

148573.26

464069.08

2621923.91

2570877.00

187727.47

1013922.93

1013922.93

41741.00

19281540.75

264949703.52

Computation of Deferred Tax Liability as on 31.03.2015 is as mentioned -

NOTE "2.4"

PARTICULARS AMOUNT (INR)

Depriciation as per Companies Act 390,526.00

Depriciation as per Income Tax Act 525,610.12

Difference 135,084.12

Effective Tax Rate 30.90%

Deferred Tax (Assets) for FY 2014-2015 /Liability 41,740.99

Deferred Tax liability Recognized till 31.03.2014879,302

Deferred Tax Liability as on 31.03.2015/ (Assets) 921042.99

Computation of Deferred Tax Liability as on 31.03.2015 is as mentioned -

1157819.149

628401.6832 (529,417.47)

30.90%

(163,590.00)

1,042,892.00

879,302.00

brakes auto (india) limited - bseindia.com auto (india) limited ... brief resume of directors...

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