pebco motors limited · corporate office medium sector, industrial area adityapur kandra main road...

PEBCO MOTORS LIMITED

ANNUAL REPORT

BOARD OF DIRECTORS 1. Kishan N. Parikh Chairman & Managing Director

2. Alpa K. Parikh Director

3. Manoranjan Dash Director

4. Pinak Ajmera Director

CHIEF FINANCIAL OFFICER Kirti C. Adeshra

COMPANY SECRETARY Shilpa Aggarwal

AUDITORS STATUTORY AUDITORS

Chaturvedi & Co.Chartered AccountantsKolkata, West Bengal

SECRETARIAL AUDITORSA. K. Labh & Co.Company SecretariesKolkata, West Bengal.

BANKERS State Bank of India

ICICI Bank Limited

CORPORATE OFFICE Medium Sector, Industrial AreaAdityapur Kandra Main RoadJamshedpur - 832109Tel : (0657) 6621200

REGISTERED OFFICE 8A, Monalisa, 17, Camac StreetKolkata 700 017Tel : (033) [email protected] : L67120WB1971PLC029802

CONTENTS

Notice ........ 1

Directors’ Report ........ 8

Annexure to the Board’s Report ........ 14

Report on Corporate Governance ........ 18

CEO / CFO Certification ........ 30

Standalone financial statements ........ 40

Consolidaed financial statements ........ 66

Route Map ........ 91

Page No.

NOTICE TO MEMBERS :

Notice is hereby given that the Forty Fifth (45th) Annual General Meeting (AGM) of the members of Pebco MotorsLimited will be held on Tuesday, the 29th day of August, 2017 at 12.00 noon (IST) at Hotel Hindusthan International,235/1, A J C Bose Road, Kolkata 700 020 to transact the following business:

Ordinary Business :

1. To receive, consider and adopt the audited financial statements of the Company for the financial yearended 31st March, 2017 along with the reports of the Board of Directors and Auditors thereon.

2. To declare Dividend on Equity Shares for the financial year 2016-17.

3. To appoint a Director in place of Mrs. Alpa K. Parikh (DIN 00361647) who retires by rotation and beingeligible offers herself for re-appointment.

4. To appoint Statutory Auditors and fix their remuneration.

Shareholders are requested to consider and, if thought fit, to pass with or without modification(s),the following resolution as an Ordinary Resolution :

"RESOLVED that pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, ofthe Companies Act, 2013, read with the Companies (Audit and Auditors) Rules 2014, as may be applicableand pursuant to the recommendations of the Audit Committee and the Board, M/s Chetan & Co., CharteredAccountants, Kolkata, (Firm Registration No. 321151E) be and are hereby appointed as statutory auditorsof the Company in place of retiring auditors M/s Chaturvedi & Co., Chartered Accountants (Firm RegistrationNo. 302137E) to hold office from the conclusion of this 45th Annual General Meeting (AGM) until theconclusion of the 50th Annual General Meeting, subject to retification by the shareholders in every AGM, atsuch remuneration and out of pocket expenses in connection with the audit, as may be decided by theBoard of Directors of the Company.”

PEBCO MOTORS LIMITED(CIN : L67120WB1971PLC029802)

Registered Office : 8A Monalisa, 17, Camac Street, Kolkata 700 017E-mail : [email protected] Website : www.pebcomotors.com

Telephone : 033-22871046

By Order of the Board of Directors

Place : KolkataDated : 29th May, 2017

Shilpa AggarwalCompany Secretary

M. No. A32344

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Notes :1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELFAND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.The instrument appointing the proxy should, however be deposited at the registered office of theCompany not less than FORTY EIGHT HOURS before commencement of the meeting. Proxiessubmitted on behalf of limited companies, societies etc. must be supported by appropriate resolutions/authority, as applicable.

Members are requested to note that a person can act as proxy on behalf of members not exceedingfifty (50) and holding in aggregate not more than 10% of the total share capital of the Companycarrying voting rights. In case a proxy is proposed to be appointed by a member holding more than10% of the total share capital of the Company carrying voting rights, then such proxy shall not act asa proxy for any other person or shareholder.

2. The Corporate members intending to send their authorized representative to attend the meeting arerequested to send to the Company a duly certified copy of Board Resolutions authorizing theirrepresentative to attend and vote on their behalf at the Annual General Meeting.

3. The members/proxies are requested to bring their attendance slip duly filled in for attending the meeting.

4. The Register of members and the Share Transfer books of the Company will remain closed from23.08.2017 to 29.08.2017 (both days inclusive) for determining the entitlement of the Shareholders tothe dividend for financial year 2016-17, if declared at the AGM.

5. The dividend as recommended by the directors and if approved at the Annual General Meeting, thepayment of such dividend will be made to those members of the Company whose name appears onthe Company's Register of Members as on Tuesday, 22nd August, 2017, i.e. record date.

6. Members are requested to notify promptly any change in their address either to the Company at itsRegistered Office 8A, Monalisa, 17, Camac Street, Kolkata 700017 or the Company's Registrar &Share Transfer Agent M/s. Niche Technologies Pvt. Ltd. D-511, Bagree Market, 5th Floor, 71, B.R.B.Basu Road, Kolkata -700 001 to provide efficient and better services.

7. Members holding shares in physical form are requested to consider converting their holding todematerialized form to eliminate all risks associated with physical shares and for ease of portfoliomanagement. Members can contact the Company or M/s. Niche Technologies Pvt. Ltd. for assistancein this regard.

8. In case of joint holders attending the meeting, the Member whose name appears as the first holder inthe order of names as per the Register of Members of the Company will be entitled to vote.

9. All documents referred to in the notice are available for inspection at the Registered Office of theCompany during 2.00 pm to 4.00 pm on all working days before one day from the date of AnnualGeneral Meeting.

10. The Notice of the AGM which is the part of Annual Report 2016-2017 is being sent by physical modeto those members whose addresses are registered with the Company, unless any member hasrequested for electronic mode of the same. Annual Report and Notice is also available on Company'swebsite www.pebcomotors.com.

11. Members having any question on financial statements or any agenda item proposed in the notice ofAGM are requested to send their queries at an early date to enable the management to keep therelevant information ready at the meeting.

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Name of the Director Mrs. Alpa K. Parikh

Date of Birth & Age 14.07.197442 Years

Nationality Indian

Date of appointment on the Board 30.08.1998

Qualification B.Com

Expertise in Specific function areas Business Management

List of Directorship Held in other Companies. 1. Pebco Industries Ltd.2. Aersoft Trading & Marketing Pvt. Ltd.3. Anjana Minerals Pvt. Ltd.4. Brisco Private Limited

Membership/ Chairmanship of Committees N.A.Across other Companies

Number of shares held by Director In the 61,260 Equity Sharescompany

Director Identification Number 00361647

12. Members of the Company are informed that pursuant to the provisions of the Companies Act, 1956/2013 or any statutory re-enactment thereof, the amount of dividend which remains unclaimed/ unpaidfor a period of 7 years from the date of transfer to the unpaid dividend account is required to betransferred to the Investor Education & Protection Fund ("IEPF") constituted by the Central Governmentand thereafter, no claims shall lie against the Company. So, you are advised to claim the same fromthe Company immediately.

13. The Company has designated an exclusive e-mail id namely [email protected] for receiving andaddressing investor's grievances.

14. The Securities and Exchange Board of India has mandated the submission of PAN by every participantin the securities market. Members holding shares in electronic form, are therefore requested to submitthe PAN to their Depositary participant and Members holding shares in physical form can submit theirPAN details to the Company/ Niche Technologies Private Limited.

15. To support the 'Green Initiative', the Members who have not registered their e-mail addresses arerequested to register the same with Niche Technologies Private Limited.

16. INFORMATION REQUIRED TO BE FURNISHED UNDER LISTING REGULATIONS ANDSECRETARIAL STANDARD-2:

As required under Listing Regulations and Secretarial Standard-2, the particulars of Director who isproposed to be re-appointed are furnished below:

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17. VOTING THROUGH ELECTRONIC MEANSI. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies

(Management and Administration) Rules, 2014 as amended by the Companies (Management andAdministration) Amendment Rules, 2015 and regulation 44 of the SEBI (Listing Obligations andDisclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility toexercise their right to vote on resolutions proposed to be considered at the Annual General Meeting(AGM) by electronic means and the business may be transacted through e-Voting Services. The facilityof casting the votes by the members using an electronic voting system from a place other than venueof the AGM ("remote e-voting") will be provided by Central Depository Services (India) Limited (CDSL).

II. The facility for voting through ballot paper shall be made available at the AGM and the membersattending the meeting who have not cast their vote by remote e-voting shall be able to exercise theirright at the meeting through ballot paper. The members who have cast their vote by remote e-votingprior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

III. The process and manner for remote e-voting are as under:(i) The remote e-voting period commences on 26th August, 2017 (10:00 am) and ends on 28th

August, 2017 (5:00 pm). During this period members of the Company, holding shares either inphysical form or in dematerialized form, as on the cut-off date of 22nd August, 2017, may casttheir vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for votingthereafter. Once the vote on a resolution is cast by the member, the member shall not be allowedto change it subsequently.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com during the votingperiod.

(iii) Click on "Shareholders" tab.(iv) Now Enter your User ID

a. For CDSL : 16 digits beneficiary ID,b. For NSDL : 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number registered with the

Company, excluding the special characters.(v) Next enter the Image Verification as displayed and Click on Login.(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted

on an earlier voting of any company, then your existing password is to be used.(vii) If you are a first time user follow the steps given below :

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For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable forboth demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participantare requested to use the first two letters of their name and the 8 digits of the sequencenumber in the PAN field.

In case the sequence number is less than 8 digits enter the applicable number of 0'sbefore the number after the first two characters of the name in CAPITAL letters. Eg. Ifyour name is Ramesh Kumar with sequence number 1 then enter RA00000001 in thePAN field.

DOB Enter the Date of Birth as recorded in your demat account with the depository or in thecompany records for your folio in dd/mm/yyyy format

Bank Enter the Bank Account Number as recorded in your demat account with theAccount or in the company records for your folio.Number Please Enter the DOB or Bank Account Number in order to Login.(DBD) If both the details are not recorded with the depository or company then please enter

the member-id / folio number in the Bank Account Number details field as mentionedin above instruction (iv)

(viii) After entering these details appropriately, click on "SUBMIT" tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen.However, members holding shares in demat form will now reach 'Password Creation' menu whereinthey are required to mandatorily enter their login password in the new password field. Kindly note thatthis password is to be also used by the demat holders for voting for resolutions of any other companyon which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It isstrongly recommended not to share your password with any other person and take utmost care tokeep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutionscontained in this Notice.

(xi) Click on the EVSN for the relevant Company Name i.e. PEBCO MOTORS LIMITED on which youchoose to vote.

(xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option"YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assentto the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box willbe displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL"and accordingly modify your vote.

(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

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(xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on theVoting page.

(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the imageverification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Institutional Shareholders & Custodians :

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are requiredto log on to https://www.evotingindia.com and register themselves as Corporate.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should beemailed to [email protected].

After receiving the login details they have to create a compliance user which should be createdusing the admin login and password. The Compliance user would be able to link the account(s) forwhich they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval of theaccounts they would be able to cast their vote.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions("FAQs") and e-voting manual available at www.evotingindia.com under help section or write an emailto [email protected] or contact them at 1800 200 5533.

(xx) Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android basedmobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows Phoneusers can download the app from the App store and the Windows Phone Store respectively. Pleasefollow the instructions as prompted by the mobile app while voting on your mobile.

18. Institutional Members / Bodies Corporate (i.e. other than individuals, HUF, NRI etc.) are required tosend scanned copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. togetherwith attested specimen signature of the duly authorized signatory(ies) who are authorized to votethrough e-mail at [email protected] with a copy marked to [email protected] on orbefore 28th August, 2017 upto 5:00 pm without which the vote shall not be treated as valid.

19. A person whose name is recorded in the register of members or in the register of beneficial ownersmaintained by the depositories as on Tuesday, 22nd August, 2017 (the "Cut-Off Date") shall only beentitled to vote through remote e-voting and at the AGM. The voting rights of members shall be inproportion to their share of the paid-up equity share capital of the Company as on the Cut Off date. Aperson who is not a member as on the Cut-Off date should treat this notice for information purposeonly.

20. At the venue of the AGM, voting shall be done through ballot papers ("Polling Paper") and the membersattending AGM who have not casted their vote by Remote E-voting shall be entitled to cast their votethrough Ballot Paper.

21. A Member may participate in the AGM even after exercising his right to vote through Remote E-votingbut shall not be allowed to vote again at the venue of the AGM. If a member casts votes throughremote e-voting and also at the AGM, then voting done through remote e-voting shall prevail andvoting done at the AGM shall be treated as invalid.

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22. The notice of Annual General Meeting will be sent to the members, whose names appear in the registerof members / beneficiary owners as at closing hours of business, on 21st July, 2017.

23. The shareholders shall have one vote per equity share held by them as on the cut-off date of 22ndAugust, 2017. The facility of e-voting would be provided once for every folio / client id, irrespective ofthe number of joint holders.

24. Investors who became members of the Company subsequent to the dispatch of the Notice / Email andholds the shares as on the cut-off date i.e. 22nd August, 2017 are requested to send the written / emailcommunication to the Company at [email protected] by mentioning their Folio No. / DP ID andClient ID to obtain the Login-ID and Password for e-voting.

25. Mr. A.K. Labh, Company Secretary in Whole time Practice (Membership No. FCS 3238) havingconsented to act as a Scrutinizer, has been appointed as the Scrutinizer ("Scrutinizer ") to scrutinizethe voting process (Ballot Paper as well as remote e-voting) in a fair and transparent manner.

26. The Chairman shall at the AGM, at the end of discussion on the resolutions on which voting is to beheld, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members whoare present at the AGM but not have cast their votes by availing the remote e-voting facility.

27. The Results declared along with the Scrutinizer's Report shall be placed on the Company's websitewww.pebcomotors.com. The same will be communicated to the listed stock exchanges viz. CalcuttaStock Exchange Limited.

28. Complete particulars of the venue of the meeting including route map and prominent land mark foreasy location is enclosed for the convenience of the members. The same has also been hosted atwebsite of the Company at www.pebcomotors.com.

By Order of the Board of Directors



M. No. A32344

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Dear Shareholders/Members,

Your Directors have pleasure in presenting the Forty Fifth (45th) Directors' Report on the business and operationsof the Company along with the audited financial statements for the financial year ended 31st March, 2017.

FINANCIAL RESULTS :

The performance of the Company for the financial year ended 31st March, 2017 is summarized as below:-

Particulars Standalone Consolidated

2016-17 2015-16 As at 31st March, 2017

Revenue from Operatios / Other Income 15259.79 11664.05 15272.18

Profit before Financial Cost & Depreciation 483.41 339.57 482.59Financial Cost 98.02 51.27 98.02Profit before Depreciation & Taxation 385.39 288.30 384.57Depreciation 84.64 56.21 88.06

Net Profit before tax 300.75 232.08 296.51Provision for Current Tax - Net 89.15 65.14 89.15Net profit after tax 211.60 166.95 207.36Appropriation :Proposed Dividend 11.97 11.97 11.97Tax on Dividend 2.07 2.07 2.07Balance Brought Forward from last year 576.61 – 557.69Adjustments against income tax of previous years and 14.03 – 14.03deferred taxTransfer to General Reserve – – –Balance carried to Balance Sheet 4010.29 – 4004.81

PERFORMANCE REVIEWThe gross revenue from operations and other income for the financial year under review was Rs. 15259.79 lakhsas against Rs.11664.05 lakhs registering a growth of 31.82%. The profit before financial cost, depreciation andtaxation was Rs. 483.41 lakhs for the financial year under review as against Rs. 339.57 lakhs registering a growthof 42.35%. The net profit after tax increased to Rs.211.60 lakhs as against Rs. 166.95 lakhs registering a growthof 26.74%.

RESERVESDuring the year under review, no amount has been transferred to the general reserve.

DIVIDENDYour Directors are pleased to recommend a dividend of 12 % (Rs. 1.20/- per equity share of Rs. 10/- each) for thefinancial year ended 31.03.2017 subject to approval of the Shareholders at the ensuing Annual General Meetingof the Company and if approved, shall be paid out of the profits of the Company to those Shareholders whosename appear in the Register of Members on 22nd August, 2017.The cash outflow on account of dividend on equity share capital will be Rs. 14.04 lakhs including dividend tax ofRs. 2.07 lakhs.

CHANGE IN THE NATURE OF BUSINESSThere is no change in nature of business of the Company during the financial year 2016-17.

DIRECTORS’ REPORT :

(Rs. in lakhs)

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MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COM-PANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Board, at its meeting held on August 12, 2016, approved the investment in equity shares, (more than 50%) ofAnjana Minerals Private Limited. As per Section 2(87) of Companies Act, 2013, Anjana Minerals Private Limitedbecomes subsidiary of Pebco Motors Limited during the financial year 2016-17. As per applicable provisions ofCompanies Act, 2013, consolidated results will be made which effects the financial position of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNELThe existing composition of the Board is fully in conformity with the Companies Act, 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015.

It is sad to inform that Mr. Narinder Dev Relan (DIN: 00240280) ceased to be a director of the Company due to hissad demise on 02nd June, 2016. Board placed on record its sincere appreciation for the contributions made byhim during his tenure on the Board.

I. RETIREMENT BY ROTATION

In accordance with the Articles of Association of the Company and relevant provisions of the Companies Act,2013, Mrs. Alpa K. Parikh (DIN: 00361647) is liable to retire by rotation at the ensuing Annual General Meetingand being eligible offers herself for re-appointment. The Board recommends her re-appointment. A brief profile ofMrs. Alpa K. Parikh seeking re-appointment at the ensuing Annual General Meeting of the Company has beenprovided in the Notice of the said meeting.

II. KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the key managerial personnel areMr. Kishan N. Parikh, Managing Director, Mr. Kirti C. Adeshra, Chief Financial Officer and Mrs. Shilpa Aggarwal,Company Secretary. There has been change in designation of Mrs. Alpa K. Parikh from Wholetime Director toDirector during the year with effect from 1st July, 2016.

III. DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declaration from all the Independent Directors confirming that they meet the criteriafor independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules andrules made there under as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Number of Board & committee meetings including the date of the meeting and attendance thereof by each direc-tor during the year is given in Report on Corporate Governance that forms part of this Annual Report.

COMMITTEES OF THE BOARD

There are currently three commitees of the Board as per Companies Act, 2013 and SEBI (Listing Oblgaation andDisclosure Requirements) regulations, 2015 are as follows :

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders’ Relationship Committee

A. AUDIT COMMITTEEDuring the year under review, Audit Committee was re-constituted due to the sad demise of Mr. Narinder DevRelan. Audit Committee comprises of three members out of which two are independent directors. Mr. PinakAjmera,who is the Chairman of the Committee is an Independent DIrector. All three members of committee haveadequate financial & accounting knowledge and background. Detailed information regarding the number of com-mittee meetings, terms of reference etc. is provided in the Corporate Governance Report forming part of thisannual report. The Company Secretary acts as a secretary to the committee.

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B. NOMINATION & REMUNERATION COMMITTEEDuring the year under review, Nomination & Remuneration Committee was re-constituted due to the sad demiseof Mr. Narinder Dev Relan and appointment of Mrs. Alpa K. Parikh, as a member was made on 12th August, 2016.This Committee comprises of three members out of which two are independent directors. Mr. Manoranjan Dash isthe Chairman of the Committee. All three members of committee have adequate financial & accounting knowl-edge and background. Detailed information regarding the number of committee meetings, terms of reference etc.is provided in the Corporate Governance Report forming part of this annual report.

C. STAKEHOLDERS' RELATIONSHIP COMMITTEEStakeholders' Relationship Committee comprises of four members out of which two are independent directors.Mrs. Alpa K. Parikh is the Chairman of the Committee. All four members of committee have adequate financial &accounting knowledge and background. Detailed information regarding the number of committee meetings, termsof reference etc. is provided in the Corporate Governance Report forming part of this annual report.

BOARD LEVEL PERFORMANCE EVALUATIONIn compliance with the Companies Act, 2013 and Clause 17(10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, performance evaluation was carried out of the Board, its Committees andindividual Directors, including the Chairman of the Board.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteriasuch as the Board composition and structure, effectiveness of board processes, contribution towards develop-ment of the strategy etc.

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

The Board in consultation with Nomination and Remuneration Committee reviewed the performance of the indi-vidual directors on the basis of the criteria such as the contribution of the individual director to the Board andcommittee meetings like preparedness on the issues to be discussed, contribution at the meetings and otherwise,independent judgment etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of theBoard as a whole and performance of the Chairman was evaluated, taking into account the views of executivedirectors and non-executive directors. The same was discussed in the next board meeting held after the meetingof the independent directors, at which the performance of the Board, its committees and individual directors wasalso discussed.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each director to the median employee's remuneration and other details in termsof Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remu-neration of Managerial Personnel) Rules 2014, are forming part of this report as Annexure-I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXHANGE EARNINGS ANDOUTGO

Conservation of Energy and Technology Absorption: The Company is not a manufacturing Company and hencethere are no activities relating to conservation of energy and technology absorption. However, the Company hasbeen using latest available equipments as per norms set by its principal for its service centers.

Foreign Exchange Earnings and Outgo: During the year under review, Foreign Exchange outflow of the Companyis Rs. 795,919/- There is no earnings in Foreign Currency during the financial year 2016-17.

PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

During the year under review, Anjana Minerals Private Limited has become the subsidiary and Jamshedpur Air-Connect Private Limited has ceased to be an Associate Company. A statement in form AOC-1, containing thesalient features of the financial statements of Subsidiary Company is contained in Annexure II forming part ofDirectors Report.

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PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESAll contracts/ transactions entered into by the Company during the financial year 2016-17 with its related partieswere in the ordinary course of business and on arm's length basis.

The information relating to particulars of contracts or arrangements with related parties referred to in sub section(1) of section 188 of Companies Act, 2013 in form AOC-2 are appended as Annexure III, forming part of thisReport.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corpo-rate Governance requirements as set out by the Regulators/ applicable laws.

The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Require-ments) Regulations, 2015 has been included in this report as Annexure IV.

The requisite certificate from Secretarial Auditors of the Company confirming compliance with the conditions ofCorporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 is annexed with the annual report.

VIGIL MECHANISM

The Company has a Vigil Mechanism/ Whistle Blower Mechanism for directors and employees to report theirgenuine concerns. The details of which may be accessed at the Company's website at web link: http://www.pebcomotors.com/investors/ policies/ Whistle Blower policy/

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Listing Regula-tions are presented in a separate section forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act, 2013, it is hereby stated that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

ii) Appropriate accounting policies have been selected and applied consistently and judgments andestimates made that are reasonable and prudent so as to give a true and fair view of the state ofaffairs of the Company as on 31st March, 2017 and of the Statement of Profit or Loss of theCompany for the year ending 31st March 2017;

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013 for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis;

v) Internal financial controls to be followed by the Company have been laid down and that such internalfinancial controls are adequate and were operating effectively;

vi) Proper systems have been devised to ensure compliance with the provisions of all applicable lawsand that such systems are adequate and operating effectively.

DETAILS OF DEPOSITS AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

1. Accepted during the year : Your company has not accepted any deposits within the meaning ofsection 2(31), read with section 73 of the Companies Act, 2013 and as such, no amount of principal orinterest was outstanding as on the date of the Balance Sheet.

2. Remaining unpaid or unclaimed as at the end of the year: N.A.

3. Whether there has been any default in repayment of deposits or payment of interest thereon during theyear: N.A.

4. Details of deposit which are not in compliance with the requirement of Chapter V of the Act: N.A.

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EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribedformat is appended as Annexure V to the Directors' report.

LISTING

The Equity Shares of the Company are listed at Calcutta Stock Exchange Limited

AUDITORS & AUDITORS’ REPORT

(a) Statutory Auditors

M/s. Chaturvedi & Co., Chartered Accountants (Firm Registration No.302137E), Statutory Auditors of theCompany will retire at the conclusion of the forthcoming Annual General Meeting. The Company has de-cided to appoint M/s. Chetan & Co., Chartered Accountants, (Firm Registration No.321151E) as the Statu-tory Auditors of the Company to hold office from the ensuing Annual General Meeting untill the conclusionof the 50th Annual General Meeting on such terms and conditions to be decided by the Board or Committeethereof to the shareholders for approval. The Company has received the consent from the auditors andconfirmation to the effect that they are not disqualified to be appointed as the Statutory Auditors of theCompany in terms of the provisions of the Companies Act 2013 ("Act") and rules made thereunder and thattheir appointment, if made, will be within the prescribed limits under the Act.

The observations of Auditors in their report (received from Chaturvedi & Co.) read with the relevant notes tofinancial statement are self explanatory and therefore do not require further explanation. The Auditor'sReport does not contain any qualification, reservation or adverse remark.

(b) Secretarial AuditorThe Board has appointed M/s. A. K. Labh & Co., (Company Secretaries in practice holding CP. No 3238) toconduct Secretarial Audit for the financial year 2016-17. The Company provided all assistance and facilitiesto the Secretarial Auditors for conducting their audit.The Secretarial Audit Report for the financial year 2016-17 is annexed with the annual report. TheSecretarial Auditor Report does not contain any qualification, reservation or adverse remark.

OTHER STATUTORY DISCLOSURES UNDER COMPANIES ACT, 2013SHARE CAPITAL

During the year under review, there is no issue of equity shares, sweat equity shares, ESOP and any kind ofsecurities etc.

RISK ASSESSMENT AND RISK MINIMIZATION PROCEDURE

In line with the new regulatory requirements, the Company has formally framed a Risk Assessment and RiskMinimization Procedure to identify and assess the key risk areas and monitor the same. The Board periodicallyreviews the risks and suggests steps to be taken to control the risks.

Details on the Company's risk management framework, risk evaluation, risk identification etc. is provided in theManagement Discussion and Analysis Report forming part of this report.

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

During the year under review, no significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

A strong internal control culture is prevalent in the Company. The internal Auditor monitors the compliance withthe objective of providing to the Audit Committee and the Board of Directors an independent and reasonableassurance on the adequacy and effectiveness of the organization's governance processes.

12

CSR POLICY

The Corporate Social Responsibility Policy as provided in Companies (Corporate Social Responsibility Policy)Rules, 2014 is not applicable to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTSThe particulars of loans, guarantees and investments have been disclosed in the financial statements.

HUMAN RESOURCESOur relations with employees are very cordial. Your Directors would like to place on record their appreciation forthe efficient and loyal services rendered by all employees of the Company, without whose efforts, the overallsatisfactory performance of the Company as stated above would not have been possible in a competitive marketscenario

ENVIRONMEMTThe Company is committed to the protection of environment and is not involved in any type of activity hazardousto environment. It strictly adheres to the provisions of environmental laws. There is no trade effluent generated bythe Company, which may cause pollution. Your Company is an ISO9001:2008 Certified Company.

DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF THESEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013

The Company values the dignity of individuals and strives to provide a safe and respectable work environment toall its employees. The Company is committed to providing an environment, which is free of discrimination, intimi-dation and abuse. The Company believes that it is the responsibility of the organization to protect the integrity anddignity of its employees and also to avoid conflicts and disruptions in the work environment due to such cases.

The Company has put in place a 'Policy on redressal of Sexual Harassment at Work Place' as per the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("Sexual HarassmentAct"). During the year, the Company has conducted an awareness programme against the sexual harassment. Asper the policy, any employee may report his / her complaint to the Redressal Committee formed for this purposeor their Manager or HR personnel. We affirm that adequate access has been provided to any complainant whowished to register a complaint under the policy, but no complaint was registered during the year under review..

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the professionalism, creativity, integrity and con-tinuous improvement in all functional areas to ensure efficient utilization of the Company's resources for sustain-able and profitable growth. The Directors acknowledge their deep appreciation to employees at all levels for theirtotal dedication, hard work, commitment and collective team work, which has enabled the Company to remain atthe forefront of the industry despite increased competition and challenges.

We thank our customers, vendors, investors, bankers, financial institutions and others for their continued supportduring the year.

Your Directors also would like to thank all the shareholders for their continued support & Co-operation.

Kishan N. ParikhChairman & Managing Director

DIN : 00453209

Alpa K. ParikhDirector

DIN : 00361647

On behalf of the Board of Directors


13

PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READWITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PER-

SONNEL) RULES, 2014

Name of the Director /CEO / CFO / CompanySecretary / Manager

Designation (i)Ratio of the remuneration ofeach Director to the medianremuneration of theemployees of the Companyfor the financial year 2016-17

(ii)Percentage increase inRemuneration during 2016-17

Mr. Kishan N. Parikh Managing Director 30.23:1 83.34%

Mrs. Alpa K. Parikh Director 2.35:1 00.00

Mr. Manoranjan Dash Director 00.00 00.00

Mr. Pinak AjmeraMahipatrai Director

Mr. Kirti C. Adeshra Chief Financial Officer 4.81:1 00.00

Ms. Shilpa Aggarwal Company Secretary 1.46:1 00.00

Sl. No. Description Remarks

iii. The percentage increase in the median NILremuneration of employees in the financial year;

iv. The number of permanent employees on the 156rolls of company;

v. average percentile increase already made in the Average salary incresae of managerialsalaries of employees other than the managerial employees is 83.34%personnel in the last financial year and itscomparison with the percentile increase in themanagerial remuneration and justification thereofand point out if there are any exceptionalcircumstances for increase in the managerialremuneration;

Annexure I

It is hereby affirmed that the remuneration to managerial personnel referred to above is as per the remunerationpolicy of the Company.


DIN : 00453209


DIN : 00361647



14

Form No. AOC-1(Pursuant to first provisio to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts)Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures.

Part “A” : Subsidiaries

Annexure II

1. Name of the Subsidiary Anjana Minerals Private Limited

2. The date since when subsidiary was acquired 27th June, 2016

3. Reporting period of the subsidiary concerned, if Reporting period is samedifferent from the holding company's reportingperiod

4. Reporting currency and Exchange rates as on the N.A.last date of the relevant financial year in the case offoreign subsidiary

5. Share Capital of subsidiary Rs. 16,78,000/-

6. Reserves & Surplus of subsidiary Rs. (5,48,222)/-

7. Total Assets Rs. 11,44,778/-

8. Total Liabilities Rs. 11,44,778/-

9. Investments NIL

10. Turnover NIL

11. Profit/ Loss before taxation Rs. (4,23,973)/-

12. Provision for taxation NIL

13. Proposed dividend NIL

14. Extent of shareholding (in %) 82.42%

1. Names of Associate which are yet to commence operation : None

2. Names of Subsidiaries which have been liquidated or sold during the year : None

S.No.

Particulars

15

Part “B” : Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies andJoint Ventures

The Company has only one Associate Company i.e. Jamshedpur Air-Connect Private Limited whichceased to be an associate company with effect from 18th November, 2016.

Annexure II


M. No. A32344



DIN : 00453209


DIN : 00361647


Kirti C. AdeshraChief Financial Officer

16

Form No. AOC-2(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Ac-counts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with relatedparties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain armslength transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arm's length basis:-

(a) Name (s) of the Related party and nature of Relationship : NIL

(b) Nature of contracts/arrangements/ transactions: NIL

(c) Duration of the contracts/arrangements/ transactions: NIL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NIL

(e) Justification for entering into such contracts or arrangements or transactions: NIL

(f) Date (s) of approval by the Board: NIL

(g) Amount paid as advances, if any: NIL

(h) Date on which the special resolution was passed in general meeting as required under first proviso tosection 188 : NIL

2. Details of material contracts, arrangements, transactions entered into by the Company with relatedparties at arm's length basis:

Annexure III

Nature ofTransaction

Key ManagerialPersonnnel

Relativeof KMP

Enterprisseswhere KMP’s havesignificant influence/control

Total

(i) Remuneration paid 5,045,000 5,045,000

(ii) Rent paid 1,242,334 397,440 1,639,774

(iii) Rent Received 612,000 612,000

(iv) Loan Taken 19,350,000 48,500,000 67,850,000

(v) Loan Repaid 48,500,000 48,500,000

(vi)Interest paid on Loan 441,912 2,924,054 3,365,966

(vii) Dividend Paid 321,942 21,600 190,326 533,868

(viii) Investment in Shares 20,352,500 20,352,500


DIN : 00453209


DIN : 00361647



17

In line with the requirements of Regulation 34(3) read with PART C of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 ("Listing Regulations"), your Directors are pleased to present theCompany's annual report on Corporate Governance for the year ended 31st March, 2017, in the prescribedformat and forming part of the Directors Report:

COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Pebco Motors Limited (PML) is committed to doing business in an efficient, responsible, honest and ethical manner.This commitment starts with the Board of Directors, which executes its corporate governance responsibilities byfocusing on the Company's strategic and operational excellence in the best interests of all our stakeholders, inparticular shareholders, employees and our customers in a balanced fashion with long term. PML philosophy onCorporate Governance is embedded in the rich legacy of ethical governance practices most of which were inplace even before they were mandated.

The Company emphasizes the need for full transparency and accountability in all its transactions in order toprotect the interests of its stakeholders. PML is respected for its professional management and good businesspractices in the Indian Corporate World. Integrity, emphasis on product quality and transparency in its dealingswith all stakeholders are its core values.

CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct for all the Board members and senior managementpersonnel. The Code covers amongst other things the Company's commitment to honest and ethical personalconduct, fair competition, transparency and compliance of laws & regulations etc. The Code of Conduct is postedon the website of the Company www.pebcomotors.com.

All the Board members and senior management personnel have confirmed compliance with the code. A declarationto that effect signed by the Managing Director is attached and forms part of Annual Report of the Company.

BOARD OF DIRECTORS

As on 31st March, 2017, the Board of Directors of the Company consists of four directors headed by Mr. Kishan N.Parikh, Managing Director. The composition of the Board is in conformity of Listing Regulations. The entire businessoperations are managed and controlled by the Managing Director. There are four directors in the Board comprisingof three non-executive directors and one executive director. There are two independent directors which is equal tohalf of the total strength of the Board. The non-executive directors are eminent person drawn from amongstpersons with rich experience in business & industry, finance, and public enterprises. Further, the IndependentDirectors do not have any pecuniary relationship or transaction with the Company, Promoters, managementwhich may affect their judgment in any manner. However, Mr. Kishan N. Parikh, Managing Director and Mrs. AlpaK. Parikh, Director, being relatives are related with each other. Mr. Narinder Dev Relan (DIN: 00240280) ceasedto be a director of the Company during the financial year 2016-17 due to his sad demise on 02nd June, 2016.

Composition of the Board & Attendance Record

The composition and category of directors, their attendance at the Board meetings held during the year underreview and the last Annual General Meeting, number of other Directorship and membership/ Chairmanship ofCommittee etc. are tabulated hereunder:

Report on Corporate GovernanceAnnexure IV

18

INDEPENDENT DIRECTORS

The Compnay have following two Independent Directors having expertise in their respective fields.

1. Mr. Manoranjan Dash

2. Mr. Pinak Ajmera Mahipatrai

All Independent Directors have given a declaration that they meet the criteria of Independence as required underSection 149(7) of the Companies Act, 2013, and they maintain the limit of Directorship as required under LODRRegulations.

The Terms and Conditions for Appointment of Independent Director and their disclosures are available on thewebsite of the Company www.pebcomotors.com

Brief resume of the Director proposed to be appointed / re-appointed :

Name of Director Mrs. Alpa K. Parikh

Director Identification Number 00361647

Date of Birth & Age 14.07.1974 - 42 Years

Nationality Indian

Date of appointment on the Board 30.08.1998

Qualification B.Com

Expertise in Specific function areas Business Management, Accounts Finance

List of Directorship Held in other Companies. 1. Pebco Industries Ltd.2. Aersoft Trading & Marketing Pvt. Ltd.3. Anjana Minerals Pvt. Ltd.4. Brisco Private Limited

Membership / Chairmanship of Committees N.A.

Number of shares held by Director In the 61,260 Equity Sharescompany in his own name

Name of CategoryDirectors

No. of BoardMeetings

held duringthe year

1. Mr. Kishan Managing Promoter/N. Parikh Director Executive 4 4 Yes 3 3 1

2. Mrs. Alpa Director Promoter / Non-K. Parikh Executive 4 3 Yes 1 Nil Nil

3 Mr. Manoranjan Director Independent/Dash Non-Executive 4 4 Yes Nil Nil Nil

4. Mr. Pinak Ajmera Director Independent / 4 4 Yes 1 Nil Nil Mahipatrai Non-Executive

No. ofBoard

Meetingsattended

Last AGMattended

No. ofDirectorship

in otherPublic Ltd.Companies

No. ofCommittee

Membershipin other

Public Ltd.Companies*

No. ofCommittee

Chairmanshipin other

Public Ltd.Companies

Sl.No.

Designation

During Financial Year 2016-17, the Board of Directors met four times on 27th May 2016, 12th August 2016, 12thNovember 2016 and 11th February 2017. The maximum gap between two consecutive board meetings was lessthan one hundred twenty days which is under the limit specified by Secretarial Standards-1 issued by the Councilof the Institute of Company Secretaries of India.

19

Familiarization Programme

The Company follows familiarization programmes through various reports/ codes/ policies for all the Directors.The details of familiarization programme have been posted on the website of the Company under the weblink:http://www.pebcomotors.com/investors/Policies/Codes/Programmes/Familiarisation Programmes for IndependentDirectors pdf.

COMMITTEES OF THE BOARD

The Board of Directors has constituted the following Committees with adeuate delegation of powers to dischargeday-to-day affairs of the Comany as well as to meet the exigencies of the business of the Company.

AUDIT COMMITTEE

During the year under review, the audit Committee was reconstituted by the Board of Directors on 12 August,2016, due to the sad demise of Mr. Narinder Dev Relan. Mr. Pinak Ajmera was appointed as the Chairman of theCommittee. The composition and terms of reference of the Audit Committee is in line with the provisions ofSection 177 of the Companies Act, 2013 and Regulation 18(1) of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. The Audit Committee at present comprises of two Non-Executive/ IndependentDirectors and one Executive/Non-Independent Director of the Company. All the three members of the committeehave relevant accounting and financial expertise.

The proceedings and minutes of the Committee meetings are regularly placed before the Board. The meetings ofAudit Committee were held on 27th May 2016, 12th August 2016, 12th November 2016 and 11th February 2017.The maximum gap between two consecutive meetings was less than one hundred twenty days which is under thelimit specified by Secretarial Standards-1 issued by the Council of the Institute of Company Secretaries of India.

The Composition and attendance of members at the meeting held during the financial year 2016-17 are tabulatedhereunder:

Functions of the Committee1. Review with the management and/or Internal Audit Department and/or Statutory Auditors :

i) Company's financial statements and reports;

ii) Disclosure of company's financial information to ensure that the same are correct, sufficient and credible;

iii) Changes/Improvements in Financial/Accounting practices;

iv) Adequacy of Internal Audit Function and Systems; and

v) Charter of Audit Committee.

2. Hold discussion with :

i) Statutory Auditors, before and after audit on the scope and area of concern;

ii) Internal Audit Department on its significant findings and also failure of Internal control systems,if any; and

iii) Management before submission of financial statements to the Board.

3. Compliance with Accounting Standards, Legal requirements and Ethical Code.

Sl. Name of the members Category Designation No. of meetings No. of meetingsNo. held attended

1 Mr. Pinak Ajmera Mahipatrai Non-Executive/ Chairman 4 4Independent Director

2 Mr. Manoranjan Dash Non-Executive/ Member 4 4Independent Director

3 Mr. Kishan N. Parikh Promoter/ Executive/ Member 4 4Non-Independent

20

Nomination and Remuneration Committee

During the year under review, the Nomination and Remuneration Committee was reconstituted by the Board ofDirecors on 12 Augst, 2016 due to the sad demise of Mr. Narinder Dev Relan. Mr. Manoranjan Dash was ap-pointed as the Chairman of the Committee. The Company has a Nomination and Remuneration Committee ac-cording to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obliga-tions and Disclosure Requirements) Regulations, 2015. This Committee comprises of three Non Executive Direc-tors, majority of which are Independent Directors.

There is only one meeting of Nomination and Remuneration Committee held on 27th May, 2016 during the finan-cial year 2016-17.


Functions of the Committee :

The purpose of this Committee is to assist the Board in the nomination of members to the Board, evaluating theperformance of the Wholetime Directors and the Board as a whole and make appropriate recommendations as tothe remuneration of Wholetime Directors.

The policy dossier prescribes for payment of compensation to Executive Directors by way of salary and otherperquisites

Remuneration Policy :

The Board has formulated the Nomination, Remuneration and Evaluation Policy of Directors, key ManagerialPersonnel (KMPs) and other employees in terms of the provisions of the Companies Act, 2013 and Part D ofSchedule II of Listing Regulations. The said policy outlines the appointment criteria and qualifications, the term/tenure of the Directors on the Board of Company and the matters related to remuneration of the Directors.

Remuneration of Executive Directors largely consists of Salary, allowances and perquisites (including contribu-tion to Provident Fund).

The Non-Executive Directors do not draw any remuneration from the Company except the sitting fees which werepaid at a rate of Rs. 10,000/- for each meeting of the Board and Committee of the Company attended by themduring the financial year.

The details of Salary, allowances and perquisites (including contribution to Provident Fund) and Sitting fees paidto directors during financial year 2016-17 are tabulated hereunder:


1 Mr. Manoranjan Dash Non-Executive/ Chairman 1 1Independent Director

2 Mr. Pinak Ajmera Mahipatrai Non-Executive/ Member 1 1Independent Director

3 Mrs. Alpa K. Parikh Non-Executive/Non-Independent Member 1 0

Director

21

Name Designation Gross Remuneration (Rs.) Sitting Fee(Rs.)

Mr. Kishan N. Chairman/ Salary 2,925,000Parikh Managing Allowances & Perquisites 574,500

Director Contribution to P.F. 351,000.

Total 3,850,500

Mrs. Alpa K. Non-Executive Salary 300,000Parikh* Director Allowances & Persquisites 37,000

Contribution to P.F. 36,000

Sitting Fees – 22,500

Total 395,500

Mr. Manoranjan Das Non-Executive 40,000 40,000Independent

Director

Mr. Pinak Ajmera Non-Executive/ 40,000 40,000Mahipatrai Independent

Director

* Change in designation from Whole time Director to Non-executive/ Non-independent director with effectFrom 01/07/2016.

Disclosure by Non-Executive Directors of any Pecuniary Relationship

There has been no pecuniary relationship or business transaction by the Company with any Independent Non-Executive Director, other than (i) the sitting fess for attending the Board/ Committee meetings as well as thereimbursement of expenses, if any, incurred for participating/ attending the Company's meetings: (ii) the paymentof dividend on the Equity shares held by them in the Company.

Details of shares held by Non-Executive Independent Directors as on 31st March, 2017

S. No. Name of the Non-Executive Independent Directors No. of Equity Shares held

1 Mrs. Alpa K. Parikh 61,260

2 Mr. Manoranjan Dash Nil

3 Mr. Pinak Ajmera Mahipatrai 1200

Stakeholders Relationship CommitteeThe Stakeholders' Relationship Committee of the Company is constituted in line with the provisions of Section178 of the Companies Act, 2013 and Regulation 20(1) & (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. The terms of reference of Shareholders' grievance Committee inter-alia dealswith various matters relating to:

Issue of Duplicate Share Certificates

Non-receipt of Annual Reports, declared dividend, Share Certificates and pertaining to transfer/transmission of shares etc.

Monitors expeditious redressal of investors' grievances.

Considers the request of the Shareholders for splitting/ consolidation/ renewal of Certificate as maybe referred by the Share Transfer Committee.

Total(Rs.)

22

Compliance Officer

Mrs. Shilpa Aggarwal, Company Secretary is the Compliance Officer of the Company. Details are as under :

Name : : Shilpa Aggarwal

Designation : Company Secretary

Address : 8A, Monalisa 17, Camac Street, Kolkata - 700 017Phone No. : (033) 2287-1046Email : [email protected] : www.pebcomotors.com

Mrs. Alpa K. Parikh was appointed as the Chairman of the Committee by the Board of directors in its meeting heldon 12th August, 2016. The Committee met two times during the financial year 2016-17 on 27th May 2016 and 11thFebruary 2017.



1 Mrs. Alpa K. Parikh Non-Executive/ Chairman 2 0Non-Independent

Director

2 Mr. Manoranjan Dash Non-Executive/ Member 2 2Independent Director

3 Mr. Kishan N. Parikh Executive Director Member 2 2

4 Mr. Pinak Ajmera Non-Executive/Mahipatrai Independent Member 2 2

Director

SHAREHOLDER/ INVESTOR COMPLAINTS

Complaints pending as on 1st April, 2016 Nil

Complaints received during the period from 1st April, 2016 to 31st March, 2017 Nil

Complaints disposed off during the year ended 31st March, 2017 Nil

Complaints unresolved to satisfaction of shareholders as on 31st March, 2017 Nil

Complaints pending as on 31st March, 2017 Nil

23

Means of CommunicationThe Company communicates with the Shareholders at large through its Annual Report, publication of Un-audited/Audited Financial Results in the newspapers. The Company's notice, results etc. are generally published inBengal Post (English edition) and Ek Din (Bengali - Vernacular - language).

Disclosures

(i) The financial statements are prepared on the basis of applicable Accounting Standards and thereis no deviation from it in general.

(ii) The Directors and Key Executives have informed the Board that they have no Direct, Indirect or on behalf ofthird Parties, material interest in any transaction or matter directly affecting the Company. The Board hasreceived disclosures from management relating to material, financial and commercial transactions where theyand/ or their relatives have personal interest.

(iii) The Particulars of transaction between the Company and its related parties as per the Accounting Standard 18"Related Party Disclosures" issued by the Institute of Chartered Accountants of India (ICAI) are set out inrelevant notes to financial statements in the Annual Report. However, these transactions are not likely to haveany conflict with the Company. The Policy on dealing with Related Party Transactions is available on thewebsite of the Company at weblink : http://www.pebcomotors.com/investors/Policies/Codes/Programmes/Related Party Transactions Policy.

General Body Meetings

Annual General Meeting

The last three Annual General Meetings of the Company were held as under :

AGM No. Year Date Venue TimeNo. of SpecialResolutions

passed

44th 2015-16 06.09.2016 8A, Monalisa, 17, Camac 11.30 a.m 1Street, Kolkata 700 017

43rd 2014-15 25.08.2015 8A, Monalisa, 17, Camac 11.30 a.m 2Street, Kolkata 700 017

42nd 2013-14 23.09.2014 8A, Monalisa, 17, Camac 11.30 a.m 2Street, Kolkata 700 017

Extraordinary General MeetingsNo Extraordinary General Meetings held during the year under review.

Postal BallotThere was no resolution required to be passed through postal ballot at any of the above General Meetings. Noneof the resolution proposed for the ensuing Annual General Meeting need to be passed by Postal Ballot.

Risk Management Policy

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key businessobjectives. Major risks identified by the businesses and functions are systematically addressed through mitigat-ing actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board ofDirectors of the Company.

The Company has in place an established internal control system designed to ensure proper recording of finan-cial and operational information and compliance of various internal controls and other regulatory and statutorycompliances. The Directors review the effectiveness of internal controls and compliance controls, financial andoperational risks, risk assessment and management systems and related party transactions, have been com-plied with.

24

(iv) During the last three years, no penalties or strictures have been imposed on the Company by the StockExchange or SEBI or any statutory authority on any matter related to Capital Markets.

(v) In compliance of applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board ofDirectors of your Company had approved the Vigil Mechanism/ Whistle Blower Mechanism Policy. The detailsof which are displayed on the website of the Company at weblink: http://www.pebcomotors.com/investors/Policies/Codes/Programmes/Whistle Blower Policy. It is also affirmed that no personnel have been deniedaccess to the Audit Committee.

(vi) The Company has complied with the mandatory requirements of the listing regulations.

Subsidiary Company :

The Company has only one Subsidiary Company, the details of which are given in AOC-I, Annexure II, formingpart of this annual report

CEO / CFO CertificationIn compliance with Regulation 33(2)(a) and 17(8) read with Part B of Sechedule II of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Company duly places a certificate signed by Mr. Kishan N.Parikh, Managing Director and Mr. Kirti C. Adeshra, Chief Financial Officer of the Company forming part of thisAnnual Report.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADINGThe Company has adopted a Code for Prevention of Insider Trading as per SEBI (Prohibition of Insider Trading)Regulations, 2015. All Directors and Designated Employees who could have access to the Unpublished PriceSensitive Information are governed by the Code.

Management Discussions and Analysis ReportIndustry Trend and DevelopmentThe Company is engaged in Retail Automobile Business and hence the Company's business is primarily dependenton economic growth, general market environment and congenial Government policy. Because of sluggish economiccondition which prevailed during the year the Company's operation did not improve, but the strategy needsconstant review and may have to be adjusted from time to time depending on Government policy.

25

Opportunities and ThreatsThe Company's business being in the small sized retail trading business of automobiles, and in present competitivemarket, business opportunities are limited.

Risk and ConcernIn view of the inherent risk involved in the retail business it is the Management's intention to minimize the riskfactor by constantly reviewing market trend and economic conditions.

OutlookIn the present economic scenario the Management has thought it prudent to concentrate on its traditional businessand further develop its set up as and when necessary to derive maximum benefit. It is expected that in the comingyears other projects in line with in existing business of the Company will have favorable impact on the businessof the Company.

Internal Control and SystemThe Company maintains an efficient internal control system and the management is constantly reviewing forachieving improved operational efficiency.Shareholders Information

a) Annual General Meeting to be held :Number of Annual General Meeting : 45th Annual General MeetingDate & Time : 29th August, 2017 at 12.00 noonVenue : Hotel Hindusthan International, 235/1, A J C Bose Road, Kolkata 700 020

b) Date of Book Closure :The Register of Members and the Share Transfer Register of the Company shall remain closed from23rd August, 2017 to 29th August, 2017 (both days inclusive).

c) Dividend PaymentWithin the prescribed statutory period, subject to declaration by the shareholders at the ensuing AnnualGeneral Meeting.

d) Registrar and Share Transfer Agents & address for Investor's correspondenceNiche Technologies Private Limited, D-511, Bagree Market, 5th Floor, 71, B. R. B. Basu Road,Kolkata - 700 001,Phone No. (033) 2235-7271 / 7270 / 3070 / 2234-3576 / Fax no. (033) 2215- 6823email : [email protected]

e) Address for Correspondence & any query on Annual ReportPebco Motors Limited, 8A, Monalisa, 17, Camac Street, Kolkata - 700 017E-mail : [email protected]

f) Financial Calendar for 2017-18 (tentative)

Annual General Meeting September, 2018

Results for the Quarter ended 30th June, 2016 By August, 2017

Results for the Quarter ended 30th Sept.2016 By November, 2017

Results for the Quarter ended 31st Dec. 2017 By February, 2018

Results for the Quarter ended 31st March, 2018 By May, 2018

26

g) Listing on Stock Exchange and payment of Listing FeesThe Equity Shares of the Company are listed on the Calcutta Stock Exchange Limited, 7, Lyons Range,Calcutta - 700 001 having Scrip Code : 26079.

Listing Fee for the financial year 2017-18 has been paid to the Stock Exchange.

h) Dematerialisation of SharesThe shares of the Company are in compulsory demat mode with NSDL and CDSL. All the shares are inphysical form except Promoter's shareholdings.

Demat ISIN No. - INE416E01012

i) Stock Market RateThe Company's shares are not frequently traded.

j) Distribution of Shareholding (as on 31.03.2017)

Category No. of Shares Held % of Share HoldingA. Promoter (s) Holding

1. Promotersa. Indian Promoters 370655 37.15b. Foreign Promoters NIL

2. Persons Acting in Concert NIL

Sub Total : 370655 37.15

B. Non-Promoters Holding

3. Institutional Investors

a. Mutual Funds and UTI, - -

b. Banks, Financial InstitutionsInstitutions, Insurance Companies(Central/State Govt. Institutions/Non-Government Institutions)

c. FIIS - -

Sub Total : - -

3. Othersa. Private Corporate Bodies 327505 32.82b. Indian Public 299610 30.03c. NRIs/OCBs -d. Any Other - -Sub- Total 627115 62.85GRAND TOTAL : 997770 100.00

27

Share Holding Share Holder Number % No. of Shares %1 to 500 - - - -501 to 1000 5 11.63 4600 0.461001 to 2000 10 23.25 15370 1.542001 to 3000 9 20.94 24250 2.433001 to 4000 4 9.31 14400 1.444001 to 5000 1 2.32 4550 0.475001 to 10000 1 2.32 9275 0.9310001and above 13 30.23 925325 92.73Total 43 100.00 997770 100.00

No. % No. %Demat 4 9.30 366505 37.15Physical 39 90.70 627115 62.85NSDL -- -- -- --CDSL -- -- -- --TOTAL 43 100.00 997770 100.00

k) Share Holding Pattern as on 31.03.2017

ShareShareholders

Cautionary Statement :Details given here in above relating to various activities and future plans may be forward looking statements'within the meaning of applicable laws and regulations. The actual performance may differ from those Expressedor implied.

Compliance Certificate :The Company has obtained a Certificate from M/s A. K. Labh & Co., Company Secretaries regarding complianceof conditions of Corporate Governance stipulated under Listing Regulations and the said certificate is attached tothe Annual report. The said certificate is sent to the shareholders and the Stock Exchange along with the AnnualReport of the Company..

Distribution Schedule as on 31.03.2017


DIN : 00453209


DIN : 00361647



28

Certificate

To the Members of Pebco Motors Limited

We have examined the compliance of conditions of Corporate Governance by Pebco Motors Limited("the Company") in terms of Regulation 15(2) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") for the year ended31.03.2017.

The compliance of conditions of Corporate Governance is the responsibility of the management. Ourexamination was limited to procedures and implementation thereof, adopted by the Company for ensuringthe compliance of the conditions of Corporate Governance. It is neither an audit for an expression ofopinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certifythat the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement/Listing Regulations, as applicable.

We further state such compliance is neither an assurance as to future viability of the Company nor theefficiency or effectiveness with which the management has conducted the affairs of the Company.

For A. K. LABH & Co.Company Secretaries

(CS A. K. LABH) Place : KolkataPracticing Company Secretary Dated : 29th May, 2017FCS - 4848 / CP No - 3238

29

CERTIFICATE OF COMPLIANCE OF CODE OF CONDUCT OF THE COMPANY

This is to confirm that a Code of Conduct for the Board Members and Senior Management Personnel ofthe Company has been adopted by the Board and the same was also circulated. The Company receiveddeclarations affirming compliance of the Code from the persons concerned for the financial year ended31st March, 2017 and the same has also been noted by the Board.


DIN : 00453209

CEO / CFO Certification

According to Regulation 33(2)(a) and 17(8) read with Part B of Schedule II of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, we have certified to the Board thatfor the financial year ended March 31, 2017, the Company has complied with the requirements ofthe said regulation.


Kishan N. Parikh

Chairman & Managing Director

Kirti C. Adeshra

Chief Financial Officer



30

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2017

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

ToThe MembersPebco Motors Limited8A, Monalisa, 17, Camac StreetKolkata - 700 017West Bengal

We have conducted the secretarial audit of the compliance of applicable statutory provisions and theadherence to good corporate practices by Pebco Motors Limited having its Registered Office at 8-A,Monalisa, 17, Camac Street, Kolkata - 700017, West Bengal (hereinafter called the Company). Secre-tarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the books, papers, minute books, forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company, its officers, agents andauthorized representatives during the conduct of secretarial audit, we hereby report that in our opinion,the Company has, during the audit period covering the financial year ended 31.03.2017 complied withthe statutory provisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent, in the manner and subject to the reporting made herein-after.

Auditors' Responsibility

Maintenance of Secretarial Records is the responsibility of the management of the Company. Our re-sponsibility is to express an opinion on existence of adequate Board process and compliance manage-ment system, commensurate to the size of the Company, based on these secretarial records as shownto us during the said audit and also based on the information furnished to us by the officers' and theagents of the Company during the said audit.

We have followed the audit practices and processes as were appropriate to the best of our understand-ing to obtain reasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected in secretarial records. Webelieve that the processes and practices, we followed, provide a reasonable basis for our opinion.

We have not verified the correctness, appropriateness and bases of financial records, books of ac-counts and decisions taken by the Board and by various committees of the Company during the periodunder scrutiny. We have checked the Board process and compliance management system to under-stand and to form an opinion as to whether there is an adequate system of seeking approval of respec-tive committees of the Board, of the Board, of the members of the Company and of other authorities asper the provisions of various statues as mentioned hereinafter.

31

Wherever required we have obtained the management representation about the compliance of the laws,rules and regulations and happening of events, etc.

The Compliance of the provisions of Corporate and other applicable laws, rules, regulations and stan-dards is the responsibility of the management. Our examination was limited to the verification of compli-ance procedures on test basis.

Our report is neither an assurance as to the future viability of the Company nor of the efficacy or effec-tiveness or accuracy with which the management has conducted the affairs of the Company.

We report that, we have examined the books, papers, minute books, forms and returns filed and otherrecords maintained by the Company for the financial year ended 31.03.2017 according to the provisionsof:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) Secretarial Standards (SS-1 and SS-2) as issued by The Institute of Company Secretaries of India;

(iii) The Securities Contracts (Regulation) Act, 1956 and the rules made there under;

(iv) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(v) Foreign Exchange Management Act, 1999 and the rules and regulation made there under to theextent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Bor-rowings;

(vi) The following Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act, 1992:

(a) (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulation, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,2015;

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

(d) The Securities and Exchange Board of India (Listing Obligations and Disclosure Require-ments) Regulations, 2015.

We further report that, having regard to the compliance system prevailing in the Company our examina-tion and reporting is based on the documents, records and files as produced and shown to and theinformation and explanations as provided to us by the Company and its management and to the best ofour judgment and understanding of the applicability of the different enactments upon the Company.Further, to the best of our knowledge and understanding there are adequate systems and processes inthe Company commensurate with its size and operation to monitor and ensure compliances with appli-cable laws including general laws, labour laws, competition law, environments laws, etc.

During the period under review the Company has complied with the provisions of the Act, Rules,Regulations, Guidelines, Standards, etc. as mentioned above.

32


For : A. K. LABH & Co.Company Secretaries

(CS A. K. Labh)Practicing Company SecretaryFCS – 4848 / CP No. - 3238

During the period under review, provisions of the following regulations/guidelines/standards were notapplicable to the Company:

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(ii) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

(iii) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008;

(iv) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulation, 2009;

(v) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.

We further report that :

(a) (a) The Board of Directors of the Company is duly constituted with proper balance of ExecutiveDirectors, Non-Executive Directors and Independent Directors.

(b) The changes in the composition of the Board of Directors that took place, if any, during the periodunder review were carried out in compliance with the provisions of the Act.

(c) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailednotes on agenda were sent at least seven days in advance, and a system exists for seeking andobtaining further information and clarifications on the agenda items before the meeting and formeaningful participation at the meeting.

(d) Majority decision is carried through while the dissenting members' views are captured and re-corded as part of the minutes.

(e) There are adequate systems and processes in the Company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws, rules, regula-tions and guidelines.

We further report that :

a) During the year under review, the Company had acquired 1,16,300 equity shares (69.30% of theEquity paid-up capital) of Anjana Minerals Private Limited, thereby making it a subsidiary of theCompany.

33

Annexure V

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

as on Financial Year ended on 31.03.2017Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration ) Rules, 2014.

I REGISTRATION & OTHER DETAILS

i CIN L67120WB1971PLC029802

ii Registration Date 22/11/1971

iii Name of the Company Pebco Motors Limited

iv Category/Sub-category of the Company Public Company Limited by Shares

v Address of the Registered Office & 8A, Monalisa, 17, Camac Street,contact details Kolkata -700017, West Bengal, 033-22871046

vi Whether listed company Yes

vii Name, Address & contact details of the M/s Niche Technologies Private Limited,Registrar & Transfer Agent, if any. D-511, Bagree Market, 5th Floor, 71, B.R.B.B.

Road, Kolkata - 700001,Phone No. (033) 2235-72717270/3070

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYGeneric names of principal products, services of the Company

Sl No Name & Description of mainproducts / services

Item Code No. % to total turnoverof the company

1 Trading in Automobiles,Spares and Accessories and servicesof Automobiles 8703.1 100%

III PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES

SlNo Name & Address of the

CompanyCIN/GLN

HOLDING/SUBSIDIARY/ASSOCIATE

% OFSHARESHELD

APPLICABLESECTION

1 Anjana Minerals Private Limited U5139WB1979PTC032225 Subsidiary 82.42 2(87) of CA, 2013

34

IV SHAREHOLDING PATTERN (Equity Shares Capital Break up as % to total Equity)

Category of Shareholders No. of shares held at thebeginning of the year

Demat Physical Total % of TotalShares

No. of shares held at theend of the year


% change duringthe year

A. Promoters

(1) Indian

a) Individual/HUF 366505 0 366505 36.732 370655 0 370655 37.148 0.416

b) Central Govt. or State Govt.

c) Bodies Corporates

d) Bank/FI

e) Any other

SUB TOTAL:(A) (1) 366505 0 366505 36.732 370655 0 370655 37.148 0.416

(2) Foreign

a) NRI- Individuals

b) Other Individuals

c) Bodies Corp.

d) Banks/FI

e) Any other…

SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0

Total Shareholding ofPromoter (A) = (A)(1)+(A)(2) 366505 0 366505 36,732 366505 0 370655 37.148 0.416

B. PUBLIC SHAREHOLDING

(1) Institutionsa) Mutual Fundsb) Banks/FIc) Central Govt.d) State Govt.e) Venture Capital Fundf) Insurance Companiesg) FIISh) Foreign Venture

Capital Fundsi) Others (specify)SUB TOTAL (B)(1) : 0 0 0 0 0 0 0 0 0(2) Non Institutionsa) Bodies corporatesi) Indian 0 327505 327505 32.824 0 327505 327505 32.824 0ii) Overseasb) Individualsj) Individual shareholders holding nominal share capital upto Rs. 1 lakhs 0 75575 75575 7.574 0 71425 71425 7.158 0.416

35

(ii) SHAREHOLDING OF PROMOTERSSl.No.

Shareholders Name Shareholding at the beginningof the year

Shareholding at the endof the year

No. of shares % of totalshares of the

company

% of sharespledged

encumbered tototal shares

No. ofshares

% of totalshares of the

company

% of sharespledged

encumbered tototal shares

% change in shareholding during the year

1 Mr. Kishan N. Parikh 179,750 18.015 NIL 179,750 18.015 NIL 02 Mrs. Alpa K. Parikh 59,260 5.939 NIL 61,260 6.140 NIL 0.2013 Kishan N. Parikh HUF 109,495 10.974 NIL 109,495 10.974 NIL 04 Ms. Priyanjali K. Parikh 18,000 1.804 NIL 20,150 2.02 NIL 0.216

Total 366,505 36.732 NIL 370,655 37.148 NIL 0.416

(iii) CHANGE IN PROMOTERS' SHAREHOLDING (SPECIFY IF THERE IS ANY CHANGE)

Shareholding at the beginningof the year

Cumulative Shareholding at theend of the year

No. of shares % of total shares ofthe company


1 Alpa K. Parikh

a) At the beginning of the year 59,260 5.939

b) Change during the year

Date Reason

07/10/2016 Transfer 2,000 0.200

c) At the end of the year 61,260 6.140

2 Priyanjali K. Parikh 18,000 1.804

b) Change during the year

Date Reason

24/03/2017 Transfer 2,150 0.215

c) At the end of the year 20,150 2.020

Sl.No.

Category of Shareholders No. of shares held at thebeginning of the year


No. of shares held at theend of the year


% change duringthe year

ii) Individuals shareholdersholding nominal sharecapital in excess ofRs. 1 lakhs 0 228185 228185 22.869 0 228185 228185 22.869 0%

c) Others (specify)

SUB TOTAL (B)(2) : - 631265 631265 63.268 - 627115 627115 62.852 -0.416%

Total Public Shareholding(B)= (B)(1)+(B)(2) - 631265 631265 63.268 - 627115 627115 62.852 -0.416%

C. Shares held by Custodianfor “GDRs & ADRs

Grand Total (A+B+C) 366505 631265 997770 100.00 379655 627115 997770 100.00 0%

36

(v) Shareholding of Directors & KMP

Shareholding as on 01.04.2014 Shareholding as on 31.03.2015



1 Kishan N. Parikh 179,750 18.015 179,750 18.015

2 Alpa K. Parikh 59,260 5.939 61,260 6.1403 Pinak Ajmera 1,200 0.120 1,200 0.120

4 Kirti C. Adeshra 9,275 0.929 9,275 0.929

Sl. No. Name of the Directors & KMP

V INDEBTEDNESS Secured loansexcluding deposits

Unsecuredloans

Deposits TotalIndebtedness

Indebtness at the beginning of thefinancial year

i) Principal Amount 26,580,260 13,689,086 0 40,269,346

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total (i + ii + iii) 26,580,260 13,689,086 0 40,269,346

Change in Indebtedness during thefinancial year

Additions 62,738,169 8,810,914 0 71,549,083

Reduction 000 0 0 000

Net Change 62,738,169 8,810,914 0 71,549,083

Indebtedness at the end of the financial year

i) Principal Amount 89,318,429 22,500,000 0 111,818,429

ii) Interest due but not paid 0 0 0

iii) Interest accrued but not due 0 0 0

Total (i+ii+iii) 89,318,429 22,500,000 0 111,818,429

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters & Holdersof GDRs & ADRs)

Shareholding at the beginningof the year

Cumulative Shareholdingduring the year



1 Calcutta Commodities (1956) Pvt. Ltd. 148875 14.92 No Change 148875 14.92

2 Aersoft Trading & Marketing Pvt. Ltd. 128500 12.87 No Change 128500 12.87

3 Malati B.Vora 49500 4.96 No Change 49500 4.96

4 Gopa M. Vora 49500 4.96 No Change 49500 4.96

5 Priti S. Sheth 49405 4.95 No Change 49405 4.95

6 Tina N. Mehta 49380 4.94 No Change 49380 4.94

7 Brisco Private Limited 49110 4.92 No Change 49110 4.928 Pratik Sheth 15200 1.52 No Change 15200 1.52

9 Rutika S. Sheth 15200 1.52 No Change 15200 1.52

10 Kirti C. Adeshra 9275 0.92 No Change 9275 0.92

Sl.No.

Top 10 ShareholdersDatewise increase/decrease

in shareholding during the yearspecifying the reaons for

increase/decrease(e.g. allotment/transfer/bonus/

sweat equity, etc.)

37

V REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, and Director

Mr. KishanN. Parikh(Managing Director

Particulars of Remuneration Name of the MD / Director/ Manager Total Amount

Mrs. Alpa K Parikh(Director)

1 Gross salary

(a) Salary as per provisionscontained in section 17(1) of theIncome Tax. 1961. 29,25,000 3,00,000 32,25,000

(b) Value of perquisites u/s 17(2) ofthe Income tax Act, 1961 2,92,500 30,000 3,22,500

(c ) Profits in lieu of salary undersection 17(3) of the IncomeTax Act, 1961

2 Stock option

3 Sweat Equity

4 Commissionas % of profit

5 Others (Bonus) 7,000 7,000 14,000

6 Others, Contribution toProvident Fund" 3,51,000 36,000 3,87,000

7 Leave Salary 2,75,000 - 2,75,000

8 Sitting fees 22,500 22,500

Total (A) 3,850,500 395,500 4,246,000

Ceiling as per the Act

B. Remuneration to other Directors

Particulars of Remuneration Name of the Directors Total AmountSl. No.

1 Independent Directors Mrs. Alpa K. Parikh Manoranjan Dash Pinak Ajmera

(a) Fee for attending board committee meetings 40,000 40,000 80,000

(b) Commission - - -

(c ) Others, please specify - - -

Total (1) 40,000 40,000 80,000

2 Other Non Executive Directors

(a) Fee for attending “board committee meetings 22,500 - - 22,500

(b) Commission - - -

(c ) Others, please specify. - - -

Total (2) 22,500 - - 22,500

Total (B)=(1+2) 22,500 40,000 40,000 102,500

Total Managerial Remuneration

Overall Ceiling as per the Act. - - -

38

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

Particulars of Remuneration Key Managerial PersonnelSl. No.

(a) Salary as per provisions contained in section 17(1)of the Income Tax Act, 1961. 5,40,000 1,80,000 7,20,000

(b) Value of perquisites u/s 17(2) of the Income 8,000 – 8,000Tax Act, 1961

(c ) Profits in lieu of salary under section 17(3) of theIncome Tax Act, 1961 – – –

2 Stock Option – – –

3 Sweat Equity – – –

4 Commissionas % of profit – – –

5 Others, Bonus 37,884 6,000 43,884

6 Others, Contribution to Provident Fund 27,288 – 27,288

Total 6,13,172 186,000 799,172

Mr.. Kirti C. AdeshraCFO (Chief FinancialOfficer)

Mrs. Shilpa Aggarwal(Company Secretary)

1 Gross Salary

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES : NONE

Type Section of theCompanies Act

BriefDescription

Details of Penalty/Punishment/

Compoundingfees imposed

Authority(RD/NCLT/

Court)

Appeal madeif any

(give details)

A. COMPANY

Penalty Nil – _ – –

Punishment Nil – _ – –

Compounding Nil – _ – –

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT : NONE




TotalAmount

39

To the Members ofPebco Motors LimitedReport on the Standalone Financial StatementsWe have audited the accompanying standalone financial statements of Pebco Motors Limited (hereinafter referredto as 'the Company'), which comprise the balance sheet as at 31st March 2017, the statement of profit and loss andthe statement of cash flows for the year then ended and a summary of significant accounting policies and otherexplanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fairview of the financial position, financial performance, and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Accounting Standards prescribed under Section133 of the Act read with relevant rules issued thereunder. This responsibility also includes maintenance of ad-equate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Com-pany and for preventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design, implementa-tion and maintenance of adequate internal financial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation and presentation of thestandalone financial statements that give a true and fair view and are free from material misstatement, whetherdue to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We havetaken into account the provisions of the Act, the accounting and auditing standards and matters which are re-quired to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in thestandalone financial statements. The procedures selected depend on the auditor's judgment, including the as-sessment of the risks of material misstatement of the standalone financial statements, whether due to fraud orerror. In making those risk assessments, the auditor considers internal financial control relevant to the Company'spreparation of the standalone financial statements that give a true and fair view in order to design audit proce-dures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the accounting estimates made by the Company's Directors,as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidstandalone financial statements give the information required by the Act in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India, of the financial position ofthe Company as at 31st March 2017, and its profits and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2016 ("the Order") issued by the Central Govern-ment of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure- A", a statementon the matters specified in the paragraph 3 and 4 of the said order.

Independent Auditors’ Report

40

2) 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 knowledgeand belief were necessary for the purposes of our audit.

b) in our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books.

c) the balance sheet, the statement of profit and loss and the statement of cash flows dealt with by thisReport are in agreement with the books of account

d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standardsspecified under Section 133 of the Act read with relevant rule issued thereunder.

e) On the basis of written representations received from the directors as on 31st March 2017 and taken onrecord by the Board of Directors, none of the directors is disqualified as on 31st March 2017 from beingappointed as director in terms of Section 164(2) of the Act.

f) with respect to the adequacy of the internal financial controls over financial reporting of the Companyand the operating effectiveness of such controls, refer to our report in "Annexure -B", and

g) with respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information andaccording to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financialstatements -[Refer Note-26(1) to the standalone financial statements];

ii. the Company did not have any long-term contracts including derivative contracts for which therewere any material foreseable losses;

iii. there were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. the Company has provided requisite disclosures in its standalone financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to30 December, 2016 and these are in accordance with the books of accounts maintained by theCompany.-[Refer Note-26(4) to the standalone financial statements]


For : CHATURVEDI & COMPANYChartered Accountants

Firm Regn. No. 302137 E

R. K. NandaPartner

Membership No. 510574

41

ANNEXURE ‘A’ TO THE INDEPENDENT AUDITORS' REPORT(Referred to in Paragraph 1 of “Other Legal and Regulatory requirements” of our Audi Report)i) In respect of Fixed Assets:

(a) The Company has maintained proper records showing full particulars, including quantitative detailsand situation of fixed assets.

(b) The fixed assets are physically verified by the management according to a phased programme oncein a period of three years, which in our opinion, is reasonable having regard to the size of thecompany and nature of its assets. Pursuant to the programme, a portion of the fixed assets has beenphysically verified by the management during the year and no discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and on the basis of our examination of therecords of the Company, except pending deed of conveyance for building space as disclosed inNote-9 to standalone financial statements, title deeds of immovable properties are held in the nameof the company.

ii) In respect of Inventories:(a) As explain to us, the stock of vehicles and spare parts has been physically verified during the year by

the management. In our opinion, the frequency of verification is reasonable.(b) In our opinion, and according to the information and explanations given to us, the procedures of

physical verification of inventories followed by the management are reasonable and adequate inrelation to the size of the company and nature of its business.

(c) The company has maintained proper records of inventory. As explained to us, the discrepanciesnoticed on physical verification of stock as compared to the book records were not material and thesame have been proper dealt with in the books of accounts.

(iii) According to the information and explanation given to us, the Company has not granted any loans, securedor unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the registermaintained under section 189 of the Companies Act, 2013 as such provisions of paragraph 3(iii) of theOrder are not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has compliedwith the provisions of section 185 and 186 of the Act, with respect to the loans and investments made.

(v) The Company has not accepted any deposits from the public.

(vi) Based on the information available and explanations given to us, the Central government has notprescribed maintenance of cost records under section 148(1) of the Companies act, 2013 for any of theproducts of the company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination ofbooks of accounts, the Company is generally regular in depositing the undisputed statutory duesincluding provident fund, income tax, sale tax, duty of customs, duty of excise, service tax, valueadded tax, cess and any other statutory dues with the appropriate authorities.

According to the information and explanations given to us, there are no undisputed amounts payable inrespect of provident fund, income tax, sales tax, duty of customs, duty of excise, service tax, value addedtax, cess and other material statutory dues were in arrears as at 31st March 2017 for a period of more thansix months from the date they became payable

42

1 Central Addition on account 14.29* 1991-92 and Appeal pending beforeExcise of SSI Benefit Claim 1993-94 CESTAT Eastern Branch,

Kolkata

2 Income Tax Addition during 6.37 1979-80 High Court order passed.Act, 1961 Assessment under SLP filed with H’ble

head ‘Claim of Supreme Court whichInvestment Allowance has been admitted.on Soft drinksmanufacturing activities

Total 20.66

Sl.No.

Name of theStatute Nature of dues Period to which

the amount relatesForum where

pendingAmount

(in Lakhs)

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaultedin repayment of dues to any financial institutions or banks. The company has not issued any debenturesduring the year.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debtinstruments) during the year. In our opinion and according to the information and explanations given to us,the term loans have been applied for the purpose for which they were raised.

(x) According to the information and explanations given to us, no fraud by the Company or on the company byits officers or employees has been noticed or reported during the year.

(xi) According to the information and explanations given to us and based on our examination of the records ofthe Company, the Company has paid/provided for managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a NidhiCompany as such provisions of paragraph 3(xii) of the Order are not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records ofthe company, all transactions with the related parties are in compliance with section 177 and section 188of the Act where applicable and details of such transactions have been disclosed in the financial statementsas required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records ofthe Company, the Company has not made any preferential allotment or private placement of shares or fullyor partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records ofthe Company, the Company has not entered into any non-cash transactions with directors or personsconnected with them as such provisions of paragraph 3(xv) of the Order are not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934

.

*Amount of Rs.2.50 lakhs has been deposited against the demand.




R. K. NandaPartner


(b) According to the information and explanations given to us and as per the records of the company examinedby us, the particulars of dues of Excise and Income tax which had not been deposited on account of anydispute as at 31st March 2017 are given below:

43

Annexure-'B' to the Independent Auditor's Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Pebco Motors Limited (hereinafterreferred to as 'the Company') as of 31st March 2017 in conjunction with our audit of the standalone financialstatements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based onthe internal control over financial reporting criteria established by the Company considering the essential compo-nents of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Report-ing issued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilities include the design,implementation and maintenance of adequate internal financial controls that were operating effectively for ensur-ing the orderly and efficient conduct of its business, including adherence to company's policies, the safeguardingof its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accountingrecords, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.


Our responsibility is to express an opinion on the Company's internal financial controls over financial reportingbased on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI anddeemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an auditof internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by theInstitute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financialcontrols system over financial reporting and their operating effectiveness. Our audit of internal financial controlsover financial reporting included obtaining an understanding of internal financial controls over financial reporting,assessing the risk that a material weakness exists, and testing and evaluating the design and operating effective-ness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment,including the assessment of the risks of material misstatement of the financial statements, whether due to fraud orerror.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assur-ance regarding the reliability of financial reporting and the preparation of financial statements for external pur-poses in accordance with generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, and that receipts and expenditures ofthe company are being made only in accordance with authorizations of management and directors of the com-pany; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,use, or disposition of the company's assets that could have a material effect on the financial statements.

44

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occurand not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting tofuture periods are subject to the risk that the internal financial control over financial reporting may become inad-equate because of changes in conditions, or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

According to the information and explanations given to us, and based on our audit, in our opinion, the Companyhas generally maintained, in all material respects, an adequate internal financial controls over financial reportingand such internal financial controls over financial reporting were generally operating effectively as of 31st March2017 based on the internal control over financial reporting criteria established by the Company considering theessential components of internal controls stated in the "Guidance Note on Audit of Internal Financial Controls overFinancial Reporting" issued by the Institute of Chartered Accountants of India.




R. K. NandaPartner


45

I. EQUITY AND LIABILITIES(1) Shareholders’ Funds

(a) Share Capital 2 9,977,700 9,977,700(b) Reserves and Surplus 3 401,029,178 411,006,878 382,677,050 392,654,750(c) Money received against share warrants - -

(2) Share Application money pending allotment - - - -(3) Non-Current Liabilities

(a) Long-Term Borrowings - -(b) Deferred Tax Liabilities (Net) 11 - -(c) Other Long Term Liabilities 4 850,000 850,000(d) Long Term Provisions - - - -

(4) Current Liabilities(a) Short-Term Borrowings 5 111,818,429 40,269,347((b) Trade Payables 6 5,002,679 3,651,571(c) Other Current Liabilities 7 31,092,955 17,841,461(d) Short-Term Provisions 8 5,809,774 153,723,837 5,560,581 67,322,960

Total 565,580,715 460,827,710II. ASSETS(1) Non-Current Assets

(a) Fixed Assets 9Tangible Assets 106,907,021 84,910,825Intangible Assets 484,208 548,450Capital Work in Progress 1,685,400 6,167,084Intangible Assets under Development - -

(b) Non-current investments 10 54,735,520 51,305,280(c) Deferred tax assets (net) 11 676,944 2,034,895(d) Long term loans and advances 12 6,175,491 5,765,191

170,664,584 - 150,731,725(2) Current Assets

(a) Current investments 13 88,925,294 84,927,616(b) Inventories 14 124,253,714 66,262,648(c) Trade receivables 15 28,756,124 18,693,245(d) Cash and Cash Equivalents 16 103,426,823 77,664,089(e) Short-term loans and advances 17 49,554,176 62,548,387

394,916,131 310,095,985

Total 565,580,715 460,827,710

Significant Accounting Policies 1Additional Notes on the financial statements 26This is the Balance Sheet referred to in our Report of even date.

Balance Sheet as at 31st March 2017

Notes As at 31.03.2017 As at 31.03.2016

In Rupees

Particulars


Kolkata, 29th May, 2017

For Chaturvedi & CompanyChartered AccountantsFirm Reg. No. 302137 E

R. K. NandaPartnerMembership No. : 510574 Shilpa Aggarwal

Company SecretaryM. No. A32344


DIN : 00453209


DIN : 00361647


46

Sr. No. Particulars Notes

INCOMEI Revenue from Operations 18 1,502,984,521 1,146,224,497

II Other Income 19 22,994,796 20,180,828

Total Revenue 1,525,979,317 1,166,405,325III EXPENSES:

Purchase of Stock in trade 20 1,252,397,190 918,148,173Changes in inventories of finished goods, 21 (57,991,066) (6,516,349)work in-progresss and Stock-in-TradeEmployee Benefit Expense 22 32,911,712 31,870,663Financial Costs 23 9,802,334 5,127,298Depreciation and Amortization Expense 24 8,464,453 5,620,852Other Administrative Expenses 25 250,319,560 188,945,882

Total Expenses 1,495,904,183 1,143,196,519IV Profit before exceptional and extraordinary items and tax 30,075,134 23,208,806

V Exceptional Items - -VI Profit before extraordinary items and tax 30,075,134 23,208,806VII Extraordinary Items - -VIII Profit before tax 30,075,134 23,208,806IX Tax Expense:

(1) Current tax 7,557,000 5,644,000(2) Deferred tax 1,357,951 870,395

X Profit(Loss) for the period from continuing operations 21,160.183 16,694,411XI Profit/(Loss) from discontinuing operations - -XII Tax expense of discontinuing operations - -XIII Profit/(Loss) from discontinuing operations - -XIV Profit/(Loss) for the year 21,160,183 16,694,411XV Earning per equity share :

[Refer Note no. 26(7)] (1) Basic 21.21 16.73 (2) Diluted 21.21 16.73

Statement of Profit & Loss for the year ended 31st March 2017

For the yearended

31.03.2017

Significant Accounting Policies 1Additional notes on financial statements 26This is the Statement of Profit & Loss referred to in ourReport of even date.

In RupeesFor the year

ended31.03.2016



R. K. NandaPartnerMembership No. : 510574



M. No. A32344


DIN : 00453209


DIN : 00361647


47

(A) Cash Flow from Operating Activities :Net Profit before Tax and extraordinary items. 30,075,134 23,208,806Adjustments for :Depreciation 8,464,453 5,620,852Interest Paid 9,802,334 5,127,298Profit on sale of Fixed Assets (837,604) (1,105,194)Profit on sale of Investment (Net) (3,280,117) (3,309,888)Interest & Dividend Income (8,990,403) (8,835,486)Liability written off (995,475) (522,456)

- 4,163,188 (3,024,874)Operating Profit before Working Capital Changes 34,328.321 20,183,933Adjustments for :Trade and other receivables 10,062,879 10,828,362Short term loans (10,180,657) (17,928,993)Inventories (57,991,066) (6,516,349)Trade payable 1,351,108 (150,072)Other Current liabilities 13,251,494 3,513,948Provisions 249,193 525,586Short term borrowings 71,549,082 28,292,033 354,228

(9,373,291)Cash Generated from Operation : 62,530,355 10,810,641Direct Tax Paid (Net) 7,099,142 (8,158,953)Net Cash generated from Operating activities 69,629,497 2,651,688

(B) Cash flow from Investment Activities :(Purchase) Sale of Fixed Assets : Net (41,390,797) (19,972,549)Interest, Dividend Received 8,990,403 8,835,486(Purchase) / sale of Investment : Net (670,330) 15,983,060

(33,070,724) 4,845,997(C) Cash flow from Financing Activities :

Dividend paid (1,404,004) (1,404,509)Interest paid (9,802,334) (5,127,298)Loans & Advances 410,300 (2,626,867)Other long term liabilities (1,360,534)

(10,796,038) (10,519,208)Net Increase/[Decrease] in Cash andCash equivalent [A+B+C] 25,762,736 (3,021,523)Opening Cash and Cash equivalent 77,664,089 80,685,612Closing Cash and Cash equivalent 103,426,824 77,664,089

31.03.2017(Rupees)

31.03.2016(Rupees)

As per our report of even date attached




CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2017



M. No. A32344


DIN : 00453209


DIN : 00361647


48

Notes on Financial Statements

Note No. 1

Significant Accounting Policies

1. Basis of Accounting :

The Standlaone Financial Statements have been prepared under the historical cost convention and onaccrual basis of accounting and on going concern basis, in accordance with the generally acceptedaccounting principles in India and relevant provisions of the Companies Act,2013, including the account-ing standards notified therein, except otherwise stated.

2. Use of Accounting Estimates:

The presentation of Standlaone financial statements is in confirmity with the generally accepted accountingprinciples which requires estimates and assumptions to be made that affect reportable amounts of assetsand liabilities on the date of the financial statements and the reported amount of revenues and expensesduring the reporting period. Difference between the actual results and estimates are recognised in the yearin which the results are known / materialised.

3. Fixed Assets:

All Fixed Assets are stated at cost(net of CEVNAT,wherever applicable) less accumlated depreciation. Costis inclusive of freight, duties, levies and any directly attributable cost of bringing the assets to their workingcondition for intended use.

4. Depreciation :

i) Depreciation is provided on useful life of assets at the rates specified in Schedule II of theCompanies' Act, 2013

(ii) Leasehold land is amortised equally over the lease period.

(iii) Impairment: An asset is treated as impaired when the carrying cost of asset exceeds its recoverablevalue. An impairment loss is charged to the Profit and Loss Statement in the year in which the asset isidentified as impaired.

5 Revenue Recognition :

Item of incomes are recognised on acrual basis except dividend income. Sales are inclusive of VAT.Revenue from sales are recognised upon delivery of vehicles, which is when title passes to the customers.Service charges and Course fee are inclusive of service tax and are recognised as income when the relatedservices are rendered. Interest Income is recognised on time proportion basis,taking into the account theamount outstanding and rate applicable.

6. Inventories :

Finished Goods: Valued at lower of cost or net realisable value

Spare Parts/Accessories: at cost on FIFO basis

7. Investments :

Long term investments are valued at cost less provision for dimunition in value other than temporary innature. Current investments are valued at cost or Net Realizable Value.

8. Retirement Benefits :

a) Retirement benefits in the form of Providend Fund / Pension Schemes are defined contribution schemesand the contributions are charged to the Profit and Loss Account of the year when the contributions tothe respecive funds become due.

49

b) Gratuity liability is a definded benefit obligation and is provided for on the basis of an acturial valuationmade at the end of each financial year. However, the Company through its Trust has taken a policy withLIC of India to cover the gratuity liability of the employees.

c) Provision for leave encashment is accrued for and provided on the actual basis as per Company'sPolicy , made at end of each financial year.

9 Leases :

Lease arrangements where the risk and reward incident to the ownership on assets substantially vests withthe lessor,are recognized as operating leases.Lease rentals paid under operating leases are recognized asexpenses in the Profit & Loss account. Lease rentals received are recoginsed as income over the leaseperiod.

10 Taxes on Income :

Current tax is amount of tax payable on taxable income for the year as determined in accordance with theprovisions of Income Tax Act, 1961.

Deferred tax resulting from 'timing difference' between books and taxable profit is accounted for using thetax rates and the laws that have been enacted or substantively enacted as on the Balance Sheet date.Deferred tax assets subject to consideration of prudance, are recognised and carried forward only to theextent that there is reasonable certainity that sufficient future taxable income will be available against whichsuch deferred tax assets can be realised.

11 Borrowing Costs :

Borrowing Costs that are attributable to the acquisation or construction of qualifying aeets are capitalised aspart of the cost of assets. A qualifying asset is one that necessarily takes a substantial period of time to getready for its intended use. All other borrowing costs are charged to revenue.

12 Provisions, contingent Liabilities and contingent assets :

Provisions involving substantial degree of estimation in measurement are recoginsed when there is presentobligation as a result of past events and it is probable that there will be an outflow of resources. Contingentliablities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nordisclosed in the financial statements.

50

1 AUTHORIZED CAPITAL47,50,000 Equity shares of Rs. 10/- each 47,500,000 47,500,000(47,50,000)19,000 11% Preference shares of Rs. 100/- each 1,900,000 1,900,000(19,000)6,000 9.5% Redeemable Cumulative(6,000) Preference shares of Rs. 100/- each 600,000 600,000

50,000,000 50,000,0002 ISSUED, SUBSCRIBED & PAID UP CAPITAL

997,770 Equity shares of Rs. 10/- each(997,770) fully paid up in cash 9,977,700 9,977,700

Total 9,977,700 9,977,700

As at 31.03.2017 As at 31.03.2016


Note : 2 Share Capital

ParticularsSr. No.

The details of Shareholders holding more than 5% Shares

Name of Shareholder As at 31.03.2017 As at 31.03.2016

1. Mr. Kishan N Parikh 179,750 18.01 % 179,750 18.01 %

2. Kishan N Parikh (H U F ) 109,495 10.97 % 109,495 10.97 %

3. Mrs. Alpa K Parikh 61,260 6.14 % 59,260 5.94 %

4. M/s Aersoft Trading & Marketing P Ltd 128,500 12.88 % 128,500 12.88 %

5. M/s Calcutta Commodities (1965) P Ltd 148,875 14.92 % 148,875 14.92 %

Rights, preferences and restrictions attached to sharesThe Company has one class of equity shares having a par value of Rs. 10/- each. Each shareholder is eligible forone vote per share held. The dividend proposed by the Board of Directors is subject to the approval of theshareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquida-tion, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of allpreferential amounts, in proportion to their shareholding.

Reconciliation of number of shares As at 31.3.2017 As at 31.3.2016

Issued, Subscribed and fully paid upOpening Balance

997,770 equity shares of Rs. 10/- each 9,977,700 9,977,700

Changes during the year - -

Closing Balance 9,977,700 9,977,700

In Rupees

51

1 Capital Reserve 52,558,000 52,558,000

2 Capital Redemption Reserve 2,458,000 2,458,000

3 General Reserve –

As per last Balance Sheet 270,000,000 270,000,000

Add: Transfer from Profit & Loss Account – –

270,000,000 270,000,000

4 Surplus (Profit & Loss Account)Balance brought forward from previous year 57,661,050 42,556,000

Add : Profit for the period 21,160,183 16,694,411

78,821,233 59,250,411

Less : Income Tax Adjustment of earlier years 1,403,546 184,852

77,417,687 59,065,559

Appropriations

Transferred to General Reserve – –

Proposed Dividend (1,197,324) (1,197,324)

Dividend Tax (207,185) (207,185)

76,013,178 57,661,050

Total 401,029,178 382,677,050

Note : 3 Reserves & Surplus

ParticularsSr. No. As at 31.03.2017 As at 31.03.2016

In Rupees

Security Deposit 850,000 850,000Total 850,000 850,000

Note : 4 Other Long Term Liabilities

ParticularsSr. No. As at 31.03.2016


As at 31.03.2017

52

SECURED1 Loan Repayable on Demand

- From Bank(Working Capital - from State Bank of India, 89,318,429 26,580,260Commercial Branch, Jamshedpur. Securedagainst hypothecation of Stock of newvehicles/Spare Parts/Accessories, book debts andguaranteed by one of the Directors of the Company) -

2 UNSECURED1 - Loan from Directors 22,500,000 3,150,000

(Finance received from the Directors is repayable on demand.Interest paid on finance received from the Directors is@ 12% p.a.)

2 - From related parties - 10,539,086

(Finance received from a related party. Interest paid onfinance received is @ 12% p.a.)

Total 111,818,429 40,269,347

Note : 5 Short Term Borrowings

ParticularsSr. No.

Creditors for Supplies and Services- Due to Micro, Small and medium enterprises * - -- Due to Others 5,002,679 3,651,571

Total 5,002,679 3,651,571

Note : 6 Trades Payable

ParticularsSr. No.

Note : 7 Other Current Liabilities

Other payablesi) Advance From Customers 20,841,933 10,166,571ii) Duties & Taxes Payable 671,434 2,084,513iii) ITDS Paybale 212,459 71,045iv) Others 9,367,129 5,519,332

[Other currrent liabilities includes liabilitiesfor expenses, etc]

Total 31,092,955 17,841,461

ParticularsSr. No.

As at 31.03.2017 As at 31.03.2016

As at 31.03.2017 As at 31.03.2016

As at 31.03.2017 As at 31.03.2016

*Based on the information available with the management, there are no dues outstanding to the parties covered underthe Micro, Small and Medium Enterprises that required to be disclosed under the Micro, Small and Medium EnterprisesDevelopment Act,2006.


In Rupees

53

Note : 8 Short Term Provisions

ParticularsSr. No.

Note 9 : Fixed Assets

In Rupees

As at 31.03.2017 As at 31.03.2016


1. Provision for Employees Benefit

EPF., EPS. etc Payable 257,425 238,835

Employee State Insurance Payable 29,045 48,403

Salary & Wages Payable 1,746,112 1,851,885

Leave Salary 213,124 71,127

Bonus 675,611 702,008

Incentive 1,484,453 1,243,814

2. Others

Proposed dividend 1,197,324 1,197,324

Tax on dividend 206,680 207,185

Total 5,809,774 5,560,581

ParticularsGROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK

As at01.04.2016 Addition Sale/

AdjustmentAs at

31.3.2017As at

01.04.2016 AdjustmentUp-to

31.03.2017As at

31.03.2017As at

31.03.2016

I Tangible Assets

1 Leasehold 11,715,762 245,000 11,960,762 2,445,222 250,985 - 2,696,207 9,264,555 9,270,540 2 Free Hold Land 3,667,000 - 3,667,000 - - - 3,667,000 3,667,000 3 Building* 69,906,541 13,705,532 83,612,073 30,341,876 2,102,123 32,443,999 51,168,074 39,564,665

4 Plant and 30,261,498 4,438,001 34,699,499 15,664,270 1,793,190 17,457,460 17,242,039 14,597,228Machinery

5 Furnitures/Fixtures 22,467,552 7,809,355 15,906 30,261,001 15,595,305 2,340,745 15,912 17,920,138 12,340,863 6,872,247& OfficeEquipments

6 Vehicles 16,925,202 7,873,674 4,785,569 20,013,307 6,014,805 1,913,168 1,110,408 6,817,565 13,195,742 10,910,397

7 Coaching Vehicles 626,445 626,445 597,697 - - - 597,697 28,748 28,748

Sub Total A 155,570,000 34,071,562 4,801,475 184,840,087 70,659,175 8,400,211 1,126,320 - 77,933,066 106,907,021 84,910,825

II Intangible Assets - - - - - - - - -LeaseholdImprovement 609,368 - 609,368 60,918 64,242 125,160 484,208 548,450 Sub Total B 609,368 - - 609,368 60,918 64,242 - 125,160 484,208 548,450

III Capital Work-inProgress 6,167,084 - 4,481,684 1,685,400 - - - - 1,685,400 6,167,084

Sub Total C 6,167,084 - 4,481,684 1,685,400 - - - - 1,685,400 6,167,084

IV Intangible AssetsUnder Development - - - - - - - - - -

Sub Total D - - - - - - - - -

Total [A+B+C+D](Current Year) 162,346,452 34,071,562 9,283,159 187,134,855 70,720,093 8,464,453 1,126,320 - 78,058,226 109,076,629 91,626,359

(Previous Year) 145,879,790 41,670,135 25,203,473 162,346,452 69,710,322 5,620,852 4,611,081 - 70,720,093 91,626,359 76,169,469

Sr.No.

* Building includes a space purchased for consideration of Rs.90,000/- for which deed of conveyance is still pending.Note: Opening figures are re-grouped wherever necessary.

For theyear

Adjustmentas per

Schedule II

54

Other Investments - -1. Investment in Equity Instrument

Quoteda) 6,750 nos. in Indus Ind Bank Ltd. (6,750) of Rs. 10/- each 50,000 50,000b) 50 nos. in Maruti Suzuki India Ltd. (50) of Rs. 125/- each 6,250 6,250c) 172,677 nos. in Jaybharat Credits Ltd. 1,726,770 1,726,770

(172,677) of Rs. 10/- eachUn Quoteda) 20,000 nos. in Nicco Jubilee Park Ltd. 200,000 200,000

(20,000) of Rs. 10/- eachb) 25,000 nos. in Pebco Industries Ltd. 250,000 250,000

(25,000) of Rs. 10/- eachc) 32,600 nos. in Brisco Pvt. Ltd. - 3,245,000

(32,600) 600@ 75/- each and 32,000 @ Rs. 100/- eachd) 2,200,000 nos. in Jamshedpur Airconnect Pvt. Ltd. 22.00.000 29,350,000

(2,935,000) of Rs. 10/- eache) 1,000 nos in Adityapur Auto Cluster Ltd. 2,50,000 2,50,000

(1,000) @ Rs. 250/- eachf) 1,38,000 nos of shares in Anjana Minerals P Ltd. 30,252,500 9,900,000

(22,000) 22,000 @ Rs. 450/- and 1,16,300 @ Rs. 175/-2 Investment in Mutual Funds

a) DWS Fixed Maturity Plan - Series 34 G 6,026,855

b) Tata FMP 44 A Dir Plan G 3,545,405

(Aggregate Market Value for Equity Investment andMutual Fund Rs. 2,14,87,766.50 (PY Rs.6.65,93,774)

Total 54,735,520 51,305,280

Note : 10 Non Current Investment- Other than Trade

ParticularsSr. No.

In RupeesAs at 31.03.2017 As at 31.03.2016

11. Deferred Tax

Deferred Tax Liability :-Difference between Book &Income Tax Depreciation (1,981,970) 1,101,233 (880,737)

(1,981,970) 1,101,233 (880,737)

Deferred Tax AssetProvision for Leave Salary 51,209 46,772 97,981Provision for bonus (104,134) 209,946 105,812

(52,925) 256,818 203,793–

Deferred Tax Liability / Asset (Net) (2,034,895) 1,357,951 (676,944)

Deferred TaxLiability /

(Asset) As at31.03.16 (Rs.)

Current yearCharge/(Credit)

(Rs.)




55

Note : 12 Long Term Loans and Advances

Unsecured, Considered good

1 Security Deposit 6,175,491 5,765,191

Total 6,175,491 5,765,191

ParticularsSr. No. As at 31.03.2017 As at 31.03.2016


Sl. No.1 Investment in Mutual Fund -1. DSP Black Rock Income Opp. Fund - Dir G 2,000,000 2,000,0002. DSP Black Rock Top 100 Equity Fund - Dir G 2,339,970 2,339,9703. DWS Ultra Short Term Fund Regular DD - 483,6034. Franklin India Prima Plus DP Folio no 13985413 3,000,000 3,000,0005. Franklin India Prima Plus DP Folio no 14395509 1,500,000 1,500,0006. H D F C Balanced Fund DP (G) 3,104,409 3,104,4097. ICICI Pru Focussed Bluechip Fund - D 2,186,908 2,186,9088. ICICI Pru Balanced Advantage Fund(Folio no 44012/78) 4,259,958 4,259,9579. ICICI Pru Dynamic Direct ( G )(Folio no 44012/78) 2,416,932 2,416,93210. ICICI Pru Dynamic - Direct (Growth)(Folio No 813324) 6,743,544 6,516,30411. ICICI Pru Balanced Advantage Fund DP (G) 11,897,898 11,897,89812. ICICI Pru Balanced Advantage fund Dir G 11,004,884 11,004,88413.Reliance Monthly Income Plan - Growth Plan (G) - 489,74014.DHFL Pramerica Ultra Short Term Fund -DD 4,185 -15.DHFL Pramerica Ultra Short Term Fund ( R ) DD 421,041 -16. SBI SHF Ultra Short Term Fund - Regular Plan DD - 328,33817. Tata Balance Fund - Direct Plan Growth 11,328,428 10,328,42818. Tata Short Term Bond Fund DO -G 3,646,891 -19. Templeton India Growth fund - D 3,000,000 3,000,00020. UTI Short Term Income Fund - G (528230076643) 5,489,950 5,489,95021. UTI Short Term Income Fund - G (52830076643) 10,940,800 10,940,80022. UTI Opportunities Fund G 894,521 894,52123. UTI Short Term Income Plan Instl. Dir Plan G 2,744,975 2,744,975(Aggregate Market Value Rs 140,148,506 /- (Previous year Rs.130,961,783/-)

Total 88,925,294 84,927,616

ParticularsNote : 13 Current Investment - Other than Trade

In Rupees

As at 31.03.2017 As at 31.03.2016

56

Note : 15 Trade Receivables

1 Outstanding for more than six months from the datethey were due for paymentUnsecured Considered Good: 770,885 901,405

2 OthersUnsecured, Considered Good 27,985,239 17,791,840

Total 28,756,124 18,693,245

ParticularsSr. No.

Note : 16 Cash & Cash Equivalent

1 Cash-on-Hand 787,015 387,8752 Bank Balance

In Current Accounts 25,351,042 7,791,6593 Other Bank Balances

In Fixed deposits with maturity value more than12 months inclusive of interest aacrued thereon 77,288,766 69,484,555

Total 103,426,823 77,664,089

ParticularsSr. No.

Note : 17 Short term Loans and Advances

Unsecured, Considered good1. Advance to suppliers 12,780,966 10,500,0002. Advance Income Tax / I T D S [Net of Provisions 2,089,763 4,903,316

of Rs.13,201,000/-(PY Rs. 22,190,400/-)]3. Claims receivable 14,646,777 27,158,8314. Balance with Govt Authorities 13,883 5,486,1825. Loan to Staff 1,494,575 1,073,8796. Others 18,528,212 13,426,178

Total 49,554,176 62,548,386

ParticularsSr. No.

As at 31.03.2017 As at 31.03.2016

As at 31.03.2017 As at 31.03.2016

As at 31.03.2017 As at 31.03.2016

Note : 14 Inventories (As taken valued and certified by the management)

Stock-in-Trade1 Vehicles 101,561,821 49,032,2082 Spares Parts & Accessories 19,441,893 15,455,4403 Pre Owned Cars 3,250,000 1,775,000

Total 124,253,714 66,262,648

ParticularsSr. No.

In RupeesAs at 31.03.2017 As at 31.03.2016


57

Note : 18 Revenue from Operations

SALES1 Vehicles 1,308,106,946 971,541,8472 Spare Parts & Accessories 79,670,304 68,791,7333 Pre Owned Cars 16,690,602 20,538,711

OTHERS1 Service Charges 56,062,046 49,077,4172 Course fee received 2,255,855 3,480,1793 Other Operating Income 40,198,768 32,794,610

Total 1,502,984,521 1,146,224,497

For the yearended 31.03.2017


ParticularsSr. No.

Note : 19 Other Income

1 Interest on FDR's 5,971,248 5,600,5202 Other Receipts 9,886,672 6,930,2603 Dividend Received 3,019,155 3,234,9664 Income on sale of fixed assets 837,604 1,105,1945 Income on sale of Investments 3,280,117 3,309,888

Total 22,994,796 20,180,828

ParticularsSr. No.

Note : 20 Purchase of Stock in trade

1 Vehicles 1,166,122,616 845,143,760

2 Spare Parts and Accessories 69,932,977 57,204,310

3 Pre Owned Cars 16,341,597 15,800,103

Total 1,252,397,190 918,148,173

ParticularsSr. No.

Note : 21 Change in Inventories

1 Opening StockVehicles 49,032,208 41,863,773Spare Parts and Accessories 15,455,440 14,621,526Pre Owned Cars 1,775,000 3,261,000

66,262,648 59,746,2992 Closing Stock

Vehicles 101,561,821 49,032,208Spare Parts and Accessories 19,441,893 15,455,440Pre Owned Cars 3,250,000 1,775,000

124,253,714 66,262,648

Total (57,991,066) (6,516,349)

ParticularsSr. No.

In Rupees








58

Note : 22 Employees’ Benefit Expenses

1 Salaries, Wages, Bonus and Allowances 24,645,793 23,730,858

2 Director's Remuneration 3,225,000 3,660,000

3 Contribution to PF, ESI and Other Funds * 2,176,895 2,215,029

4 Staff Welfare Expenses 2,171,333 1,380,998

5 Staff Training Expenses 692,691 883,778

Total 32,911,712 31,870,663

ParticularsSr. No.

In Rupees




* The Company has classified the various benefits provided to the employees as under:-a) Defined Contribution Schemes:- Contributions to Provident Fund,Pension Fund and Employee State Insur-

ance are covered under Defined contribution plans and amount of Rs.19,45,428/- (PY: Rs.15,29,573/-) con-tributed to those funds during the year have been recognized as expenses in the financial statements.

b) Defined Benefit Schemes:-The Gratuity fund of employees is managed by Trustees by way of taking a policyin Life Insurance Corporation of India and the present value of the obligation is determined based on theacturial valuation done by LIC. The Component of net benefit expenses recognized in the Statement of Profitand Loss during the year is given as under:-

Present value of Past Service Benefit 3,968,910 3,570,852

Add: Current service cost 343,929 341,866

4,312,839 3,912,718

Less: Fund value as on renewal date (net ofsettlements and inclusive of interest earned) 4,162,863 3,469.944

149,976 442,774

Additional contribution for existing fund – 100,908

Add: Current service cost 149,976 341,866

149,976 442,774

Life coverage premium 22,696 22,844

Add: Service tax on life coverage premium 3,403 3,312

Add: Interest – –

Total liability at the end of the year towards Gratuity 176,075 468,930

Total value of Service Gratuity including LifeCoverage on Sum Assured 15,499,312 15,557,766

Acturial Assumptions :

Mortality Rate LIC (2006-08) LIC (2006-08)Ultimate Ultimate

Withdrawal Rate 1% to 3% 1% to 3%depending on age depending on age

Discount Rate 8% p.a. 8% p.a.Salary Escalation 7% 7%

2016-17 2015-16

In Rupees

59

Note : 23 Financial Cost

1 Interest on Bank Borrowings 6,436,368 3,775,092

2 Interest to others 3,365,966 1,352,206

Total 9,802,334 5,127,298

ParticularsSr. No.

Note : 24 Depreciation & Amortised Cost

1 Depreciation & Amortisation 8,464,453 5,620,852

Total 8,464,453 5,620,852

ParticularsSr. No.

Note : 25 Other Administrative Expenses

ParticularsSr. No.


For the year ended31.03.2016




A DIRECT EXPENSES

1 Service Expenses 18,908,147 15,529,790

2 Consumable stores, tools 74,119 111,601

3 Power & Fuel 3,278,948 1,982,094

4 Generator Maintenance 169,716 80,002

5 Repairs to Building 1,917,226 3,565,051

6 Repairs to Machineries 370,412 553,054

7 Refurbishment charges of Pre Owned vehicles 1,831,052 1,259,531

8 Training vehicle maintenance 574,861 764,489

Total 27,124,481 23,845,612



In Rupees

60

Note : 25 Other Administrative Expenses (Contd.)

ParticularsSr. No.

B SELLING EXPENSES

1 Publicity & Promotion 9,876,041 12,051,205

2 VAT & Service Tax 175,646,251 128,014,850

3 Transportation & Freight charges 201,365 191,816

4 New vehicle & Free Service Charges 12,018,234 6,094,428

5 Warranty/Discrepancy claims w/off 203,477 -

6 Test Drive vehicles 1,318,528 969,695

Total 199,263,896 147,321,994

C ADMINISTRATIVE EXPENSES

1 Communication Expenses 1,146,479 858,615

2 Vehicle Expenses 692,908 946,008

3 Travelling Expenses 4,594,314 3,301,798

4 Repair & Maintenance (others) 652,483 592,850

5 Computer Maintenace 1,166,735 978,177

6 General Expenses 1,464,238 1,242,911

7 Insurance Expenses 407,562 110,493

8 Internal Audit Fee 183,000 165,000

9 Legal and Consultancy Expenses 517,773 1,248,622

10 Security Expesnes 1,500,699 1,105,935

11 Stationery Expenses 853,767 758,868

12 Payment to Auditors * 345,000 310,000

13 Rent Rates & Taxes 9,545,450 5,527,990

14 Bank charges 860,775 631,009

23,931,183 17,778,276

TOTAL (A+B+C) 250,319,560 188,945,882


ended 31.03.2017For the year

ended 31.03.2016

*Payment to Auditors includes

-Statutary audit fee 250,000 230,000

-Taxation matters 60,000 50,000

-Other services 35,000 30,000

Total 3,45,000 310,000


61

NOTE : "26"Other Explanatory NotesContingent Liabilities not provided for the demand disputed in appeals in respect of various duties andothers are as given below:


Rs. in lakhs

Sl. No. Particulars As on31.03.2017

As on31.03.2016

1. Central Excise & Service Tax Tribunal, Eastern 14.29* 14.29Bench, Kolkata (1991-92 and 1993-94)

2. Deputy Commissioner of Income Tax, Circle-7 6.37 6.37Kolkata, (SLP filed and admitted)

*Amount of Rs. 2.50 lakhs deposited against demand

*

2 Sales are credited inclusive of VAT collected Rs.168,003,658/-(P.Y: 12,15,16,730/-) and Servicecharges/course fee are credited inclusive of Service tax collected Rs.76,42,593/-(P.Y: 64,98,120/-) andVAT and Service tax are debited in Profit & Loss Account during the year. Other taxable service chargesprovided by the Company are net of Service Tax.

3 Capital Commitments :

2016-17 2015-16 (Rs.) (Rs)

Estimated amount of contracts remaining to be executedon capital and not provided for (net of advance) 41,200,000 4,212,686

4 Disclosure on Specified Bank Notes (SBNs) :

The required disclosure for specified bank notes or other denomination note held and transacted duringthe period from 8th November 2016 to 30th December 2016 as required in the MCA notification G.S.R308(E) dated 30th March 2017 is as under :

Particulars SBNs* Other Denomination TotalNotes

Closing Cash in Hand as on 8th Nov' 2016 837,000 1,446,965 2,283,965

Add: Withdrawal from Bank Accounts 1,075,515 1,075,515

Add: Receipts from Permitted Transactions 11,781,753 11,781,753

Less: Paid for Permitted transactions 8,406,630 8,406,630

Less: Deposited in Bank Accounts 837,000 4,086,006 4,923,006

Closing Cash in Hand as on 30th Dec' 2016 1,811,597

* For the purpose of this clause the term "Specified Bank Notes" shall have the same meaning as providedin the notification of Government of India, in the mInistry of Finance, Department of Economic Affairs num-ber S.O 3407(E) dated 8th November 2016.

62

i) Where Control Exists :Anjana Minerals Pvt. Ltd. Subsidiary Company

ii) Key Managerial Personnel (KMP)

Mr. Kishan N. Parikh Managing DirectorMrs. Alpa K. Parikh Director (continued as wholetime director upto

30.06.2016)Mr. Kirti C Adeshra Chief Financial OfficerMs. Shilpa Aggarwal Company Secretary

iii) Relative of Key Managerial PersonnelMs. Priyanjali K Parikh

iv) Other Enterprises where KMP have significant influence/controlKishan N Parikh (HUF)Brisco Pvt Ltd Common DirectorshipPebco Industries Limited --do--Anjana Minerals Pvt Ltd -- do--

b) Transactions with Key Managerial Personnel & Relative Parties made during the year

5. Disclosure of Transactions with Related parties as per AS-18

a) List of Related Parties and type of relationship

PARTY RELATION

Nature of Transactions Relative ofKMP

KeyManagerialPersonnel

Enterprises whereKMP havingsignificant

influence/control

Remuneration Paid* 5,045,000 (4,725,172)

Rent paid** 1,242,334 397,440 (1,079,028) (397,440)

Rent Received 612,000 (612,000)

Loan Taken 19,350,000 48,500,000 - (30,000,000)

Loan Repaid 48,500,000 (20,000,000)

Interest Paid during the year 441,912 2,924,054 (378,000) (876,300)

Dividend paid during the year 321,942 21,600 190,326 (297,942) (21,600) 190,326

Investments in Shares 20,352,500 (9,900,000)

Year end balances:Amount Payable - 22,500,000 -

- (3,150,000) (10,539,086)


WhereControlExists

**Rent is exclusive of Service Tax* Includes HRA, PF and Bonus, etc.Previous year figures are shown in brackets.

(In Rupees)

63

8. Expenditure in Foreign Currency on account of other matters during the year Rs.795,919/- (Previous yearRs.310,599/-)

9. Previous Year figures have been re-grouped / re-arranged to make them comparable wherever foundnecessary


7. Earnings per share

Net profit after tax 21,160,183 16,694,411

Total number of Equity Shares 997,770 997,770

Nominal value of Equity Shares 10.00 10.00

Basic & Diluted earnings per Equity Shares 21.21 16.73

2016-17(Rupees)

2015-16(Rupees)

6. Leases

The Company has taken premises/land under operating leases and lease rental of Rs 2,589,588/-(PY:Rs 4,020,068/-) paid during year have been recognized as expenses in the Statement of Profit and Loss. RentalIncome of leased premises of Rs. 6,12,000/- ( Previous year Rs. 6,18,000 )has been recognised as income in theStatement of Profit and Loss.

64

Automobile (Rs.)

2016-17 2015-16

Investment (Rs.)

2016-17 2015-16

Others (Rs.)

2016-17 2015-16

Total (Rs.)

2016-17 2015-16

Segment Revenuea ) External Sales 1,404,407,852 1,060,872,291 - - - - 1,404,407,852 1,060,872,291b ) Other Income 106,633,977 90,089,968 5,383,362 3,455,982 503,722 766,597 112,521,061 94,312,547c ) Interest Income 471,931 419,749 5,499,317 5,180,772 - 5,971,248 5,600,520d) Dividend Income 3,019,155 3,234,966 3,019,155 3,234,966

1,511,513,760 1,151,382,008 13,901,834 11,871,720 503,722 766,597 1,525,919,316 1,164,020,325

Segment Results before 15,993,861 13,877,673 12,599,279 12,623,811 (2,493,571) (2,819,456) 26,099,569 23,682,028Interest and taxes

Interest Income 5,971,248 5,600,520

Interest Expenses 9,946,811 5,127,298

Provision for Doubtful Debts -

Profit Before Tax 30,075,133 23,208,806

Less : Provision for Current Tax (7,557,000) (5,644,000)

-Add : Deferred Tax (Net) 1,357,951 870,395

Profit After Tax 21,160,182 16,694,411Segment Assets 332,798,294 235,511,775 233,220,795 209,189,074 12,085,669 11,507,116 578,104,758 456,208,850Segment Liabilities 151,614,832 64,710,701 16,018,616 23,500,273 141,381 747,875 167,774,829 88,958,850Capital Expenditure 33,765,366 36,925,681 - 38,890 306,196 223,879 34,071,562 37,188,450Depreciation 7,798,773 4,993,421 115,661 115,237 550,019 512,194 8,464,453 5,620,852

NOTES :i The Group has disclosed Business segment as the primary segment. Segments have been identified taking into account

the nature of the business, the differing risks and returns, the organisational structure and internal reporting system. TheCompany's operations predominantly relates to trading and servicing of automobile items i.e. vehicles and related spares,and investment activities. Other business segment includes leasing, rents and miscelleneous activities, which do notcontribute significantly in the context of total revenue.The Group cater mainly to the needs of the domestic market. There is no export, as such there are no reportablegeographical segments.Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifi-able to each of the Segments.

10. Information about Primary Business Segments


11. In the opinion of the management, the assets other than fixed assets and non current investments have avalue on realisation in the ordinary course of business at least equal to the amount at which they arestated.

This is the Balance Sheet referred to in ourreport of even date


For Chaturvedi & CompanyChartered AccountantsFirm Reg. No. 302137 ER. K. NandaPartnerMembership No. : 510574



M. No. A32344


DIN : 00453209


DIN : 00361647


65

To the Members ofPebco Motors LimitedReport on the Consolidated Financial StatementsWe have audited the accompanying consolidated financial statements of Pebco Motors Limited (hereinafter referred to as"the Holding Company") and its one subsidiary company (collectively referred to as "the Group"), which comprise theconsolidated balance sheet as at 31st March 2017, the consolidated statement of profit and loss and the consolidatedstatement of cash flows for the year then ended and a summary of significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of these consolidated financial statementsin terms of the requirements of the Companies Act, 2013 ("the Act") that give a true and fair view of the consolidatedfinancial position, consolidated financial performance and consolidated cash flows of the Group in accordance with theaccounting principles generally accepted in India, including the Accounting Standards prescribed under Section 133 ofthe Act read with relevant rules issued thereunder. The respective Board of Directors of the companies included in theGroup are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internal financial controls, that were operating effectively for en-suring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error,which has been used for the purpose of preparation of the consolidated financial statements by the Directors of theHolding Company, as aforesaid.

Auditors’ ResponsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. We have takeninto account the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assur-ance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consoli-dated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of therisks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making thoserisk assessments, the auditor considers internal financial control relevant to the Holding Company's preparation of theconsolidated financial statements that give a true and fair view in order to design audit procedures that are appropriatein the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Holding Company's Board of Directors, as well as evaluatingthe overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by other auditors in terms of theirreport referred to in sub-paragraph (a) of the "Others Matter" paragraph below, are sufficient and appropriate to providea basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and on the other financialinformation of the subsidiary company, the aforesaid consolidated financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with the accounting principles generallyaccepted in India, of the consolidated financial position of the Group as at 31st March 2017, and their consolidatedprofits and consolidated cash flows for the year ended on that date.

Other MatterWe did not audit the financial statements of one subsidiary company whose financial statements reflect total assets ofRs.11,44,778/- as at 31st March 2017, total revenues of Rs.12,38,551/- for the year ended on that date, as considered inthe consolidated financial statements. These financial statements have been audited by other auditors whose reportshave been furnished to us by the management and our opinion on the consolidated financial statements, in so far as itrelates to the amounts and disclosures included in respect of this subsidiary company, and our report in terms of sub-section (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary company, is based solelyon the report of the other auditors.

Independent Auditors’ Report

66




R. K. NandaPartner


Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirementsbelow, is not qualified in respect of above matter with respect to our reliance on the work done by and the report of theother auditors.

Report on Other Legal and Regulatory Requirements

1) Companies (Auditor's Report) Order, 2016 ("the Order") issued by the central government of India in terms of thesub-section (11) of section 143 of the Act, is not applicable on the consolidated financial statements as referred inproviso to Para 2 of the said Order.

2) 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 beliefwere necessary for the purpose of our audit of the aforesaid consolidated financial statements.

b) in our opinion, proper books of accounts as required by law relating to preparation of the consolidated financialstatements have been kept so far as it appears from our examination of those books and the report of the otherauditors.

c) the Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated statementof Cash Flows dealt with by this Report are in agreement with the relevant books of account maintained by theHolding company and subsidiary company as reported by other auditors;

d) in our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with the relevant rules issued thereunder;

e) On the basis of written representations received from the directors of the Holding company as on 31st March2017, taken on record by the Board of Directors of the Holding company and the report of the other statutoryauditor of the subsidiary company, none of the directors is disqualified as on 31st March 2017 from being ap-pointed as director under the sub-section (2) of Section 164 of the Companies Act within the Group;

f) with respect to the adequacy of the internal financial controls over financial reporting of the Holding Company andits subsidiary company incorporated in India and the operating effectiveness of such controls, refer to our sepa-rate report in "Annexure-A".

g) with respect to the other matters to be included in the Auditors' Report in accordance with Rule 11 of the Compa-nies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to theexplanations given to us and based on the consideration of report of the other auditors in case subsidiarycompany as noted in the "Other Matter" paragraph above :

i. The consolidated financial statements disclose the impact of pending litigations on the consolidatedfinancial position of the Group.[Refer Note-26(2) of the consolidated financial statements]

ii. The Group did not have any long-term contracts including derivative contracts for which there wereany material foreseeable losses.

iii. There has been no delay in transferring the amounts, required to be transferred, to the InvestorEducation and Protection Fund by the Holding Company and its subsidiary company incorporated inIndia.

iv. The Holding Company has provided requisite disclosures in its consolidated financial statements asto holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to30 December, 2016 and these are in accordance with the books of accounts maintained by theHolding company and subsidiary company as reported by other auditors.[Refer Note-26(5) of theconsolidated financial statements]

67

ANNEXURE ‘A’ TO THE INDEPENDENT AUDITORS' REPORTReport on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Compa-nies Act, 2013 ("the Act")In conjunction with our audit of the consolidated financial statements of the Group as of and for the year ended31st March 2017, we have audited the internal financial controls over financial reporting of Pebco Motors Limited(hereinafter referred as "the Holding Company") and its subsidiary company, which are companies incorporatedin India, as of that date.

Management's Responsibility for Internal Financial Controls

The respective Board of Directors of the of the Holding Company and its subsidiary company, which are compa-nies incorporated in India, are responsible for establishing and maintaining internal financial controls based onthe essential components of internal control stated in the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).These responsibilitiesinclude the design, implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of its business, including adherence to the respectiveCompany's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accu-racy and completeness of the accounting records, and the timely preparation of reliable financial information, asrequired under the Companies Act, 2013


Our responsibility is to express an opinion on the Company's internal financial controls over financial reportingbased on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI anddeemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an auditof internal financial controls, and, both issued by the Institute of Chartered Accountants of India. Those Standardsand the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financial reporting was establishedand maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financialcontrols system over financial reporting and their operating effectiveness. Our audit of internal financial controlsover financial reporting included obtaining an understanding of internal financial controls over financial reporting,assessing the risk that a material weakness exists, and testing and evaluating the design and operating effective-ness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment,including the assessment of the risks of material misstatement of the financial statements, whether due to fraud orerror.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors interms of their reports referred to in the Other Matter paragraph below, is sufficient and appropriate to provide abasis for our audit opinion on the Group's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designed to provide reasonable assur-ance regarding the reliability of financial reporting and the preparation of financial statements for external pur-poses in accordance with generally accepted accounting principles. A Company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, and that receipts and expenditures ofthe Company are being made only in accordance with authorizations of management and directors of the Com-pany; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,use, or disposition of the Company's assets that could have a material effect on the financial statements.

68

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occurand not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting tofuture periods are subject to the risk that the internal financial control over financial reporting may become inad-equate because of changes in conditions, or that the degree of compliance with the policies or procedures maydeteriorate.

Opinion

According to the information and explanations given to us, and based on our audit, in our opinion, the HoldingCompany and its subsidiary company, which are companies incorporated in India, has generally maintained, inall material respects, an adequate internal financial controls over financial reporting and such internal financialcontrols over financial reporting were generally operating effectively as of 31st March 2017 based on the internalcontrol over financial reporting criteria established by the Company considering the essential components ofinternal controls stated in the "Guidance Note on Audit of Internal Financial Controls over Financial Reporting"issued by the Institute of Chartered Accountants of India.

Other Matter

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the inter-nal financial controls over financial reporting, in so far as it relates to one subsidiary company, which is companyincorporated in India, is based on the corresponding report of the auditors of such company incorporated in India.




R. K. NandaPartner


69

I. EQUITY AND LIABILITIES(1) Shareholders' Funds

(a) Share Capital 2 9,977,700(b) Reserves and Surplus 3 400,480,956(c) Money received against share warrants - 410,458,656

(2) Share Application money pending allotment(3) Non-Current Liabilities

(a) Long-Term Borrowings -(b) Deferred Tax Liabilities (Net) 11 -(c) Other Long Term Liabilities 4 850,000(d) Long Term Provisions - 850,000

(4) Minority Interest - -(5) Current Liabilities

(a) Short-Term Borrowings 5 111,818,429(b) Trade Payables 6 5,002,679(c) Other Current Liabilities 7 31,107,955(d) Short-Term Provisions 8 5,809,766 153,738,829

TOTAL 565,047,485II. ASSETS(1) Non-Current Assets

(a) Fixed Assets 9Tangible Assets 106,907,008Intangible Assets 29,058,708Capital Work in Progress 1,685,400Intangible Assets under Development - 137,651,116

(b) Non-current investments 10 24,483,020(c) Deferred tax assets (net) 11 676,944(d) Long term loans and advances 12 6,175,491 31,335,455

(2) Current Assets(a) Current investments 13 88,925,294(b) Inventories 14 124,253,714(c) Trade receivables 15 28,756,129(d) Cash and Cash Equivalents 16 104,571,601(e) Short-term loans and advances 17 49,554,176 396,060,914

TOTAL 565,047,485

Significant Accounting Policies 1

Additional Notes on Consolidated Financial Statements 26

Consolidated Balance Sheet as at 31st March 2017

Notes As at 31.03.2017

In Rupees

Particulars




The notes are integral part of the Consolidated financial statementsAs per our report of even date



M. No. A32344


DIN : 00453209


DIN : 00361647


70

Income

I Revenue from Operations 18 1,503,724,056

II Other Income 19 23,493,812

Total Revenue 1,527,217,868

III Expenses :Purchase of Stock in trade 20 1,252,397,190

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade 21 (57,251,531)

Employee Benefit Expense 22 32,941,712

Financial Costs 23 9,802,334

Depreciation and Amortization Expense 24 8,806,493

Other Expenses 25 250,870,509

Total Expenses 1,497,566,707

IV Profit before exceptional and extraordinary items and tax 29,651,161

V Exceptional Items

VI Profit before extraordinary items and tax (IV-V) 29,651,161

VII Extraordinary Items -

VIII Profit before Tax (VI-VII) 29,651,161IX Tax expense:

(1) Current tax 7,557,000

(2) Deferred tax 1,357,951

X Profit/(Loss) for the Year (VIII-IX) 20,736,210XI Less- Share of Minority -

XII Profit of the Group (XII-XI) 20,736,210XIII "Earning per equity share:“

[Refer Note-26(8)]"

(1) Basic 20.78

(2) Diluted 20.78

Significant Accounting Policies 1

Additional Notes on Consolidated Financial Statements 26

Notes For the year ended31st March, 2017

In Rupees

Particulars



R. K. NandaPartner

Membership No. : 510574

Consolidated Statement of Profit & Loss for the year ended 31st March 2017

The notes are integral part of the Consolidated financial statementsAs per our report of even date



M. No. A32344


DIN : 00453209


DIN : 00361647


71

(A) Cash Flow from Operating ActivitiesNet Profit before Tax and extraordinary items. 29,651,160Adjustments for : -Depreciation 8,806,493Interest Paid 9,946,810Profit on sale of Fixed Assets (1,278,413)Profit on sale of Investment (Net) (3,180,117)Interest & Dividend Income (8,990,403)Liability written off (995,475)Bad Debt Provision written back (58,170)

4,250,725Operating Profit before Working Capital Changes 33,901,885Adjustments for :Trade and other receivables 10,634,826Short term loans (10,108,140)Inventories (57,251,531)Trade payable 1,284,257Other Current liabilities 13,001,360Provisions 249,193Deferred tax liability & IT adjustments (14,060)Short term borrowings 71,210,830

29,006,735Cash Generated from Operation : 62,908,620Direct Tax Paid (Net) 7,099,142Net Cash generated from Operating activities ( A ) 70,007,762

(B) Cash flow from Investment Activities :(Purchase ) Sale of Fixed Assets : Net (41,181,606)Interest, Dividend Received 9,431,212(Purchase) / sale of Investment : Net (770,330)

100,000( B ) (32,420,724)

(C) Cash flow from Financing Activities : -Dividend paid (1,404,004)Interest paid (9,946,810)Loans & Advances 410,300Other long term liabilities -

( C ) (10,940,514)

Net Increase/[Decrease] in cash and cash equivalent ( A+B+C ) 26,646,525Opening Cash and Cash equivalent 77,925,078Closing Cash and Cash equivalent 104,571,601

ConsolidatedAs at 31.03.2017

In RupeesParticulars



R. K. NandaPartner


Consolidated Cash Flow Statement for the year ended 31st March 2017

As per our report of even date attached



M. No. A32344


DIN : 00453209


DIN : 00361647


72

Notes to the Consolidated Financial Statements for the year ended 31st March 2017

NOTE - 1 Significant Accounting Policies and other explanatory notes1. Basis of Accounting :

The Consolidated Financial Statements have been prepared under the historical cost convention and onaccrual basis of accounting and on going concern basis, in accordance with the generally acceptedaccounting principles in India and relevant provisions of the Companies Act,2013, including the account-ing standards notified therein, except otherwise stated.

2. Use of Accounting Estimates :The presentation of Consolidated financial statements is in confirmity with the generally accepted account-ing principles which requires estimates and assumptions to be made that affect reportable amounts of assetsand liabilities on the date of the financial statements and the reported amount of revenues and expensesduring the reporting period. Difference between the actual results and estimates are recognised in the yearin which the results are known / materialised.

3. Fixed Assets:All Fixed Assets are stated at cost(net of CANVAT,wherever applicable) less accumulated depreciation. Costis inclusive of freight, duties, levies and any directly attributable cost of bringing the assets to their workingcondition for intended use.

4. Depreciation :(i) Depreciation is provided on useful life of assets at the rates specified in Schedule II of the Companies'

Act 2013

(ii) Leasehold land is amortised equally over the lease period.

(iii) Impairment: An asset is treated as impaired when the carrying cost of asset exceeds its recoverablevalue. An impairment loss is charged to the Profit and Loss Statement in the year in which the asset isidentified as impaired.

5. Revenue Recognition:Item of incomes are recognised on acrual basis except dividend income. Sales are inclusive of VAT. Rev-enue from sales are recognised upon delivery of vehicles, which is when title passes to the customers.Service charges and Course fee are inclusive of service tax and are recognised as income when the relatedservices are rendered. Interest Income is recognised on time proportion basis,taking into the account theamount outstanding and rate applicable.

6. Inventories :Finished Goods: Valued at lower of cost or net realisable value

Spare Parts/Accessories: at cost on FIFO basis

7. Investments :Long term investments are valued at cost less provision for dimunition in value other than temporary innature. Current investments are valued at cost or Net Realizable Value, whichever is lower.

8. Retirement Benefits :a) Retirement benefits in the form of Providend Fund / Pension Schemes are defined contribution schemes

and the contributions are charged to the Profit and Loss Account of the year when the contributions tothe respecive funds become due.

b) Gratuity liability is a definded benefit obligation and is provided for on the basis of an acturial valuationmade at the end of each financial year. However, the Company through its Trust has taken a policy withLIC of India to cover the gratuity liability of the employees.

c) Provision for leave encashment is accrued for and provided on the actual basis as per Company'sPolicy, made at end of each financial year.

73

9 Leases :

Lease arrangements where the risk and reward incident to the ownership on assets substantially vests withthe lessor,are recognized as operating leases.Lease rentals paid under operating leases are recognized asexpenses in the Profit & Loss account. Lease rentals received are recoginsed as income over the leaseperiod.

10 Taxes on Income :

Current tax is amount of tax payable on taxable income for the year as determined in accordance with theprovisions of Income Tax Act, 1961.

Deferred tax resulting from 'timing difference' between books and taxable profit is accounted for using the taxrates and the laws that have been enacted or substantively enacted as on the Balance Sheet date. Deferredtax assets subject to consideration of prudance, are recognised and carried forward only to the extent thatthere is reasonable certainity that sufficient future taxable income will be available against which such de-ferred tax assets can be realised.

11 Borrowing Costs:

Borrowing Costs that are attributable to the acquisation or construction of qualifying assets are capitalised aspart of the cost of assets. A qualifying asset is one that necessarily takes a substantial period of time to getready for its intended use. All other borrowing costs are charged to revenue.

12 Provisions, contingent Liabilities and contingent assets :

Provisions involving substantial degree of estimation in measurement are recoginsed when there is presentobligation as a result of past events and it is probable that there will be an outflow of resources. Contingentliablities are not recognised but are disclosed in the notes. Contingent Assets are neither recognised nordisclosed in the financial statements.

74

Notes to the Consolidated Financial Statements for the year ended 31st March 2017

1 AUTHORIZED CAPITAL47,50,000 Equity shares of Rs. 10/- each 47,500,000(47,50,000)19,000 11% Preference shares of Rs. 100/- each 1,900,000(19,000)(6,000) Redeemable Cumulative 9.5%Preference shares of Rs. 100/- each 600,000

50,000,0002 ISSUED, SUBSCRIBED & PAID UP CAPITAL

997,770 Equity shares of Rs. 10/- eachfully paid up in cash 9,977,700

Total 9,977,700

As at 31.03.2017

Notes on Consolidated Financial Statements

Note : 2 Share Capital

ParticularsSr. No.

The details of Shareholders holding more than 5% Shares

Name of Shareholder No. of Shares Held(Face value of Rs 10)

1. Mr. Kishan N Parikh 179750 18.01%

2. Kishan N Parikh (H U F ) 109495 10.97%

3. Mrs. Alpa K Parikh 61260 6.14%

4. M/s Aersoft Trading & Marketing P Ltd 128500 12.88%

5. M/s Calcutta Commodities (1965) P Ltd 148875 14.92%

Rights, preferences and restrictions attached to sharesThe Company has one class of equity shares having a par value of Rs. 10/- each. Each shareholder is eligible forone vote per share held. The dividend proposed by the Board of Directors is subject to the approval of theshareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquida-tion, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of allpreferential amounts, in proportion to their shareholding.

Reconciliation of number of shares As at 31.3.2017 As at 31.3.2016

Issued, Subscribed and fully paid upOpening Balance

997,770 equity shares of Rs. 10/- each 9,977,700 9,977,700

Changes during the year - -

Closing Balance 9,977,700 9,977,700

In Rupees

% of Total Share

75

1 Capital Reserve 52,558,0002 Security Premium account 1,686,000

3 Capital Redemption Reserve 2,458,000

4 General Reserve –

As per last Balance Sheet 270,081,600

Add: Transfer from Profit & Loss Account – 270,081,600

5 Surplus (Profit & Loss Account)

Balance brought forward from previous year 55,768,960

Add : Profit for the period 20,736,210

Total 76,505,170

Less : Income Tax Adjustment of earlier years 1,403,305

75,101,865

Appropriations

Transferred to General Reserve –

Proposed Dividend (1,197,324)

Dividend Tax (207,185) 73,697,356

Total 400,480,956

Note : 3 Reserves & Surplus


In Rupees

Security Deposit 850,000Total 850,000

Note : 4 Other Long Term Liabilities





LOAN REPAYABLE ON DEMAND

1 SECURED

- From Bank 89,318,429

(Working Capital- from State Bank of India, Commercial Branch,Jamshedpur- Secured against hypothecation of Stock of newvehicles/Spare Parts/Accessories, Book debts and guarenteed by 89,318,429one of the Directors ot the Company)

76


2 UNSECURED1 - Loan from Directors 22,500,000

(Finance received from the Directors are repayable on demand.Interest paid on finance received from the Director is@ 12% p.a.)

2 - From related parties –

(Finance received from a related party. Interest paid onfinance received is @ 12% p.a.)

Total 111,818,429


ParticularsSr. No.

Creditors for Supplies and Services- Due to Micro, Small and medium enterprises * –-- Due to Others 5,002,679

Total 5,002,679

Note : 6 Trade Payable

ParticularsSr. No.

Note : 7 Other Current Liabilities

Other payables1. Advance From Customers 20,841,9332. Duties & Taxes Payable 671,4343. ITDS Paybale 212,4594. Others 9,382,129

[Other currrent liabilities includes liabilitiesfor expenses, etc]

Total 31,107,955

ParticularsSr. No.

As at 31.03.2017

As at 31.03.2017

As at 31.03.2017

*Based on the information available with the management, there are no dues outstanding to the parties coveredunder the Micro, Small and Medium Enterprises that required to be disclosed under the Micro, Small and MediumEnterprises Development Act,2006.

In Rupees

77


Note : 8 Short Term Provisions

ParticularsSr. No.

In Rupees

As at 31.03.2017

1. Provision for Employees BenefitEPF., EPS. etc Payable 257,425

Employee State Insurance Payable 29,045

Salary & Wages Payable 1,746,104

Leave Salary 213,124

Bonus 675,611

Incentive 1,484,453 4,405,762

2. OthersProposed dividend 1,197,324

Tax on dividend 206,680 1,404,004

Total 5,809,766

Note 9 : Fixed Assets

ParticularsGROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK

As at01.04.2016 Addition

Sale/Adjustment

As at31.3.2017

As at01.04.2016 Adjustment

Up-to31.03.2017

As at31.03.2017

As at31.03.2016

I Tangible Assets

1 Lease Hold Land 12,057,802 245,000 12,302,802 2,445,222 593,025 3,038,247 9,264,555 9,612,580

2 Free Hold Land 3,667,000 - 3,667,000 - - - 3,666,987 3,667,000

3 Office Building * 69,906,541 13,705,532 83,612,073 30,341,876 2,102,123 32,443,999 51,168,074 39,564,665

4 Plant and Machinery 30,261,498 4,438,001 34,699,499 15,664,270 1,793,190 17,457,460 17,242,039 14,597,228

5 Furnitures/Fixtures 22,770,961 7,809,355 31,077 30,549,239 15,883,543 2,340,745 15,912 18,208,376 12,340,863 6,887,418& Office equipments

6 Vehicles 16,925,202 7,873,674 4,785,569 20,013,307 6,014,805 1,913,168 1,110,408 6,817,565 13,195,742 10,910,397

7 Coaching Vehicles 626,445 626,445 597,697 - - 597,697 28,748 28,748

8 Dies & Mould Box 156,512 7,826 148,686 148,686 148,686 -

9 Electric Installation 487,202 24,360 462,842 462,842 462,842 -

10 Factory Building 2,732,454 136,623 2,595,831 2,595,831 2,595,831 - -

SUB TOTAL (A) 159,591,617 34,071,562 4,985,455 188,677,724 74,154,772 8,742,251 1,126,320 81,770,703 106,907,008 85,268,036

II Intangible Assets

1 Lease Hold 609,368 609,368 60,918 64,242 125,160 484,208 548,450Improvement

2 Goodwill - 28,574,500 - 28,574,500 - - - - 28,574,500 -

SUB TOTAL (B) 609,368 28,574,500 - 29,183,868 60,918 64,242 - 125,160 29,058,708 548,450

III CapitalWork-in-progress

Buildings 6,192,295 - 4,506,895 1,685,400 - - - - 1,685,400 6,167,084 SUB TOTAL (C) 6,192,295 - 4,506,895 1,685,400 - - - - 1,685,400 6,167,084

IV Intangible AssetsUnder Development - - - - - - - - - SUB TOTAL (D) - - - - - - - - - -Total [A + B + C + D](Current Year) 166,393,280 62,646,062 9,492,350 219,546,992 74,215,690 8,806,493 1,126,320 81,895,863 137,651,116 91,983,570

Sr.No.

* Building includes a space purchased for consideration of Rs.90,000/- for which deed of conveyance is still pending.

For theyear

78

Other Investments - -1. Investment in Equity Instrument

Quoted

a) 6,750 nos. in Indus Ind Bank Ltd. (6,750) of Rs. 10/- each 50,000

b) 50 nos. in Maruti Suzuki India Ltd. (50) of Rs. 125/- each 6,250

c) 172,677 nos. in Jaybharat Credits Ltd. 1,726,770(172,677) of Rs. 10/- each

Un Quoted

a) 20,000 nos. in Nicco Jubilee Park Ltd. 200,000(20,000) of Rs. 10/- each

b) 25,000 nos. in Pebco Industries Ltd. 250,000(25,000) of Rs. 10/- each

c) 2,200,000 nos. in Jamshedpur Airconnect Pvt. Ltd. 22,000,000(2,935,000) of Rs. 10/- each

d) 1,000 nos in Adityapur Auto Cluster Ltd. 2,50,000(1,000) @ Rs. 250/- each

(Aggregate Market Value for Equity investmentRs. 2,14,87,766/- (PY Rs.6.65,93,774/-)

Total 24,483,020

Note : 10 Non Current Investment

ParticularsSr. No.

In Rupees

As at 31.03.2017

Deferred Tax Liability :-Timing differences with respectto Fixed Assets (1,981,970) 1,101,233 (880,737)

A (1,981,970) 1,101,233 (880,737)

Deferred Tax AssetProvision for Leave Salary 51,209 46,772 97,981Provision for bonus (104,134) 209,946 105,812

B (52,925) 256,818 203,793–

Net (A+B) (2,034,895) 1,357,951 (676,944)



Current yearCharge/(Credit)

(Rs.)




11. Deferred Tax Assets (Net)

79

Note : 12 Long Term Loans and Advances

Unsecured, Considered good

1 Security Deposit 6,175,491

Total 6,175,491


Sl. No.1 Investment in Mutual Fund -1. DSP Black Rock Income Opp. Fund - Dir G 2,000,0002. DSP Black Rock Top 100 Equity Fund - Dir G 2,339,970

3. DWS Ultra Short Term Fund Regular DD -4. Franklin India Prima Plus DP Folio no 13985413 3,000,0005. Franklin India Prima Plus DP Folio no 14395509 1,500,0006. H D F C Balanced Fund DP (G) 3,104,409

7. ICICI Pru Focussed Bluechip Fund - D 2,186,9088. ICICI Pru Balanced Advantage Fund(Folio no 44012/78) 4,259,9589. ICICI Pru Dynamic Direct ( G )(Folio no 44012/78) 2,416,93210. ICICI Pru Dynamic - Direct (Growth)(Folio No 813324) 6,743,544

11. ICICI Pru Balanced Advantage Fund DP (G) 11,897,89812. ICICI Pru Balanced Advantage fund Dir G 11,004,88413. Reliance Monthly Income Plan - Growth Plan (G) -14.DHFL Pramerica Ultra Short Term Fund -DD 4,185

15.DHFL Pramerica Ultra Short Term Fund (R) DD 421,04116. SBI SHF Ultra Short Term Fund - Regular Plan DD -17. Tata Balance Fund - Direct Plan Growth 11,328,42818. Tata Short Term Bond Fund DO -G 3,646,891

19. Templeton India Growth fund - D 3,000,00020. UTI Short Term Income Fund - G (528230076643) 5,489,95021. UTI Short Term Income Fund - G (52830076643) 10,940,80022. UTI Opportunities Fund G 894,521

23. UTI Short Term Income Plan Instl. Dir Plan G 2,744,975

Total 88,925,294

(Aggregate Market Value Rs 140,148,506/-)(Previous year Rs. 130,961,783/-)

Particulars

Note : 13 Current Investment (Un-quoted) At cost

In Rupees

As at 31.03.2017


80

Note : 14 Inventories (As taken, Valued and certified by the Management)

Stock-in-Trade1 Vehicles 101,561,8212 Spare Parts & Accessories 19,441,8933 Pre Owned Cars 3,250,000

Refer Note 1 for valuation Total 124,253,714

ParticularsSr. No.

In RupeesAs at 31.03.2017


Note : 15 Trade Receivables

1 Outstanding for more than six months from the datethey were due for paymentUnsecured Considered Good: 770,885

2 OthersUnsecured, Considered Good 27,985,244

Total 28,756,129

ParticularsSr. No.

Note : 16 Cash & Cash Equivalent

1 Cash-on-Hand 901,8612 Bank Balance

In Current Accounts 26,380,974Other Bank BalancesIn Fixed deposits with maturity value more than12 months inclusive of interest accrued thereon 77,288,766

Total 104,571,601

ParticularsSr. No.

Note : 17 Short term Loans and Advances

Unsecured, Considered good1. Advance to suppliers 12,780,9662. Advance Income Tax / I T D S [Net of Provisions 2,089,763 of Rs.13,201,000/-(PY Rs. 22,190,400/-)]3. Claims receivable 14,646,7774. Balance with Govt Authorities 13,8835. Loan to Staff 1,494,5756. Others 18,528,212

Total 49,554,176

ParticularsSr. No.

As at 31.03.2017

As at 31.03.2017

As at 31.03.2017

81


Note : 18 Revenue from Operations

SALES1 Vehicles 1,308,106,9462 Spare Parts & Accessories 79,670,3043 Pre Owned Cars 16,690,602

OTHERS1 Service Charges 56,062,0462 Course fee received 2,255,8553 Other Operating Income, scrapping of raw materials 40,938,303

Total 1,503,724,056


ParticularsSr. No.

Note : 19 Other Income

1 Interest on FDR's 5,971,2482 Other Receipts 9,886,7093 Dividend Received 3,019,1554 Income on sale of fixed assets 1,278,4135 Income on sale of Investments 3,280,1176 Bad debts provision written back 58,170

Total 23,493,812

ParticularsSr. No.

Note : 20 Purchase of Stock in trade

1 Vehicles 1,166,122,616

2 Spare Parts and Accessories 69,932,977

3 Pre Owned Cars 16,341,597

Total 1,252,397,190

ParticularsSr. No.

Note : 21 Change in Inventories of Finished Goods Work-in-progress and Stock-in-Trade

1 Opening StockVehicles 49,032,208Spare Parts and Accessories 16,194,975Pre Owned Cars 1,775,000

(A) 67,002,1832 Closing Stock

Vehicles 101,561,821Spare Parts and Accessories 19,441,893Pre Owned Cars 3,250,000

(B) 124,253,714

Net (A-B) (57,251,531)

ParticularsSr. No.

In Rupees




82


Note : 22 Employees’ Benefit Expenses

1 Salaries, Wages, Bonus and Allowances 24,675,7932 Director's Remuneration 3,225,0003 Contribution to PF, ESI and Other Funds * 2,176,8954 Staff Welfare Expenses 2,171,3335 Staff Training Expenses 692,691

Total 32,941,712

ParticularsSr. No.

In Rupees


Note : Refer Note 26(12) for additional disclosure

Note : 23 Financial Cost

1 Interest on Bank Borrowings 6,436,368

2 Interest to others 3,365,966

Total 9,802,334

ParticularsSr. No.

Note : 24 Depreciation & Amortization Expenses

1 Depreciation & Amortisation 8,806,493

Total 8,806,493

ParticularsSr. No.

Note : 25 Other Expenses

ParticularsSr. No.



A DIRECT EXPENSES

1 Service Expenses 18,908,1472 Consumable stores, tools 74,1193 Power & Fuel 3,337,4044 Generator Maintenance 169,7165 Repairs to Building 1,917,2266 Repairs to Machineries 370,4127 Refurbishment charges of Pre Owned vehicles 1,831,0528 Training vehicle maintenance 574,8619 Loss on scrapping of raw materials 339,535

(A) 27,522,472


In Rupees

In Rupees

In Rupees

83

Note : 25 Other Expenses (Contd.)

ParticularsSr. No.

B SELLING EXPENSES

1 Publicity & Promotion 9,876,041

2 VAT & Service Tax 175,646,251

3 Transportation & Freight charges 201,365

4 New vehicle & Free Service Charges 12,018,234

5 Warranty/Discrepancy claims w/off 203,477

6 Test Drive vehicles 1,318,528

(B) 199,263,896

C ADMINISTRATIVE EXPENSES

1 Communication Expenses 1,146,479

2 Vehicle Expenses 692,908

3 Travelling Expenses 4.603,914

4 Repair & Maintenance (others) 652,483

5 Computer Maintenace 1,166,735

6 General Expenses 1,477,238

7 Insurance Expenses 407,562

8 Internal Audit Fee 183,000

9 Legal and Consultancy Expenses 523,521

10 Security Expenses 1,500,699

11 Stationery Expenses 853,767

12 Payment to Auditors * 360,000

13 Rent Rates & Taxes 9,554,950

14 Bank charges 860,885

17 Loss on investments 100,000

(C) 24,084,141

TOTAL ( A+B+C) 250,870,509


ended 31.03.2017


*Payment to Auditors includes

-Statutary audit fee 265,000

-Taxation matters 60,000

-Other services 35,000

Total 3,60,000

84


NOTE : "26"Additional Notes on Consolidated Financial StatementsI Principles of Consolidation

(i) The Consolidated Financial Statements relate to Pebco Motors Limited and its 82.42 % holdingsubsidiary company namely Anjana Minerals Private Limited incorporated in India.

(ii) The financial statements of the parent company and its subsidiary company have been prepared basedon line- by- line consolidation by adding together the book value of the like items of the assets andliabilities, revenue and expenses as per the respective financial statements, intra group balances,intra group transactions, and the un-realized profits on stocks arising out of the intra group transactionhave been eliminated.

(iv) Significant Accounting Policies and Notes to these Consolidated Financial Statements are intended toserve as a means of informative disclosure and a guide for better understanding the consolidatedposition of the companies. Recognizing this purpose, the Company has disclosed only such Policiesand Notes from individual financial statements, which fairly present the needed disclosure.

(v) Additional Information relating to Subsidiary Company(As per schedule III of Companies Act, 2013)

Name of theentity

Net Assets, i.e., total assets minustotal liabilities

Share in profits or loss

As % ofconsolidatednet assets

Amount (in INR) As % ofconsolidatedprofit or loss

Amount (in crore)

Pebco Motors 100.06 411,006,877 102.04 21,160.182Limited

SubsidiariesIndian

Anjana Mineral -0.06 -253,229 -2.04 -423.973Private Limited

Less: Minority Interest 0.00 - 0.00 0in Subsidiaries

Total 100.00 410,753,647 100 20,736.209

Rs. in lakhs

Sl. No. Particulars As on31.03.2017

1. Central Excise & Service Tax Tribunal, Eastern Bench, 14.29*Kolkata (1991-92 and 1993-94)

2. Deputy Commissioner of Income Tax, Circle-7 Kolkata, (SLP 6.37filed and admitted) before Supreme Court of India) 1979-80

Total Amount 20.66

*Amount of Rs. 2.50 lakhs deposited against demand

2. Contingent Liabilities not provided for the demand disputed in appeals in respect of various dutiesand others are as given below :

85

3 Sales are credited inclusive of VAT collected Rs.168,003,658/- and Service charges/course feeare credited inclusive of Service tax collected Rs.76,42,593/- and VAT and Service tax are debitedin Profit & Loss Account during the year. Other taxable service charges provided by the Company are netof Service Tax.

4 Capital Commitments :

2016-17(Rs.)

Estimated amount of contracts remaining to be executedon capital and not provided for (net of advance) 41,200,000

5 Disclosure on Specified Bank Notes (SBNs) :

The required disclosure for specified bank notes or other denomination note held and transacted duringthe period from 8th November 2016 to 30th December 2016 as required in the MCA notification G.S.R308(E) dated 30th March 2017 is as under :

Particulars SBNs* Other Denomination TotalNotes

Closing Cash in Hand as on 8th Nov' 2016 837,000 1,452,311 2,289.311

Add: Withdrawal from Bank Accounts 1,075,515

Add: Receipts from Permitted Transactions 11,833,753 11,833,753

Less: Paid for Permitted transactions 8,435,130 8,435,130

Less: Deposited in Bank Accounts 837,000 4,086,006 4,923,006

Closing Cash in Hand as on 30th Dec' 2016 1,840,443

* For the purpose of this clause the term "Specified Bank Notes" shall have the same meaning as providedin the notification of Government of India, in the mInistry of Finance, Department of Economic Affairs num-ber S.O 3407(E) dated 8th November 2016.


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i) Where Control Exists :Anjana Minerals Pvt. Ltd. Subsidiary Company

ii) Key Managerial Personnel (KMP)

Mr. Kishan N. Parikh Managing DirectorMrs. Alpa K. Parikh Director (continued as wholetime director upto

30.06.2016)Mr. Kirti C Adeshra Chief Financial OfficerMs. Shilpa Aggarwal Company Secretary

iii) Relative of Key Managerial PersonnelMs. Priyanjali K Parikh

iv) Other Enterprises where KMP have significant influence/controlKishan N Parikh (HUF)Brisco Pvt Ltd Common DirectorshipPebco Industries Limited --do--Anjana Minerals Pvt Ltd -- do--

b) Transactions with Key Managerial Personnel & Relative Parties made during the year

6. Disclosure of Transactions with Related parties as per AS-18

a) List of Related Parties and type of relationship

PARTY RELATION

Nature of Transactions Relative ofKMP

KeyManagerialPersonnel

Enterpriseswhere KMP

havingsignificantinfluence/

control

Remuneration Paid* 5,045,000

Rent paid** 1,242,334 397,440

Rent Received 612,000

Loan Taken 19,350,000 48,500,000

Loan Repaid 48,500,000

Interest Paid during the year 441,912 2,924,054

Dividend paid during the year 321,942 21,600 190,326

Investments in Shares 20,352,500

Year end balances:Amount Payable - 22,500,000 -

Amount receivable - - - -

WhereControlExists

* includes HRA, PF and Bonus, etc.**Rent is exclusive of Service Tax

(In Rupees)


7. Leases

The Company has taken premises/land under operating leases and lease rental of Rs 2,589,588/- paidduring year have been recognized as expenses in the Statement of Profit and Loss. Rental Income ofleased premises of Rs. 6,12,000/- has been recognised as income in the Statement of Profit and Loss.

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9. Expenditure in Foreign Currency on account of other matters during the year Rs.795,919/-.

10. In the opinion of the management, the assets other than fixed assets and non current investments have avalue on realisation in the ordinary course of business at least equal to the amount at which they are stated.

8. Earnings per share

Net profit after tax 20,736,210

Total number of Equity Shares 997,770

Nominal value of Equity Shares 10.00

Basic & Diluted earnings per Equity Shares 20.78

2016-17(Rupees)

Automobile (Rs.)

2016-17 2015-16

Investment (Rs.)

2016-17 2015-16

Others (Rs.)

2016-17 2015-16

Total (Rs.)

2016-17 2015-16

Segment Revenuea ) External Sales 1,404,407,852 1,060,872,291 - - - - 1,404,407,852 1,060,872,291b ) Other Income 106,633,977 90,089,968 5,383,362 3,455,982 1,742,273 766,597 113,759,612 94,312,547c ) Interest Income 471,931 419,749 5,499,317 5,180,772 - 5,971,248 5,600,521d) Dividend Income 3,019,155 3,234,966 3,019,155 3,234,966

1,511,513,760 1,151,382,008 13,901,834 11,871,720 1,742,273 766,597 1,527,157,867 1,164,020,325

Segment Results before 15,993,861 13,877,673 12,599,279 12,623,811 (2,069,598) (2,819,456) 26,523,542 23,682,028Interest and taxes

Interest Income 5,971,248 5,600,521

Interest Expenses 9,946,811 5,127,298

Provision for Doubtful Debts -

Profit Before Tax 30,499,106 23,208,805

Less : Provision for Current Tax (7,557,000) (5,644,000)

-Add : Deferred Tax (Net) 1,357,951 870,395

Profit After Tax 21,584,155 16,694,410Segment Assets 332,798,294 235,511,775 233,220,795 209,189,074 13,230,447 11,507,116 579,249,536 456,208,065Segment Liabilities 151,614,832 64,710,701 16,018,616 23,500,273 156,381 747,875 167,789,829 88,958,849Capital Expenditure 33,765,366 36,925,681 - 38,890 306,196 223,879 34,071,562 37,188,450Depreciation 7,798,773 4,993,421 115,661 115,237 550,019 512,194 8,464,453 5,620,852

NOTES :i The Group has disclosed Business segment as the primary segment. Segments have been identified taking into account

the nature of the business, the differing risks and returns, the organisational structure and internal reporting system. TheCompany's operations predominantly relates to trading and servicing of automobile mitems i.e. vehicles and related spares,and investment activities. Other business segment includes leasing, rents and miscelleneous activities, which do notcontribute significantly in the context of total revenue.The Group cater mainly to the needs of the domestic market. There is no export, as such there are no reportablegeographical segments.Segment Revenue, Segment Results, Segment Assets and Segment Liabilities include the respective amounts identifi-able to each of the Segments.

11. Information about Primary Business Segments


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12 The Group has classified the various benefits provided to the employees as under:-

(a) Defined Contribution Schemes:- Contributions to Provident Fund,Pension Fund and Employee StateInsurance are covered under Defined contribution plans and amount of Rs.19,45,428/- contributed tothose funds during the year have been recognized as expenses in the financial statements.

b) Defined Benefit Schemes:-The Gratuity fund of employees is managed by Trustees by way of taking apolicy in Life Insurance Corporation of India and the present value of the obligation is determinedbased on the acturial valuation done by LIC. The Component of net benefit expenses recognized inthe Statement of Profit and Loss during the year is given as under :-

2016-17 (Rs.)

Present value of Past Service Benefit 3,968,910

Add: Current service cost 343,929

4,312,839

Less: Fund value as on renewal date (net of settlementsand inclusive of interest earned) 4,162,863

149,976

Additional contribution for existing fund -

Add: Current service cost 149,976

149,976

Life coverage premium 22,696

Add: Service tax on life coverage premium 3,403

Add: Interest -

Total liability at the end of the year towards Gratuity 176,075

Total value of Service Gratuity including LifeCoverage on Sum Assured 15,499,312

Acturial Assumptions:

Mortality Rate LIC(2006-08) Ultimate

Withdrawal Rate 1%to3% depending on age

Discount Rate 8 % p.a

Salary Escalation 7 %

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13 This is being first year for preparation of Consolidated Financial Statements in accordance with therequirement of Companies Act, 2013 and accordingly previous year figures have not been given in terms ofAccounting Standard 21 on Consolidated Financial Statements

14 Note 2 to 17 form part of the Balance Sheet as at 31st March 2017 and 18 to 25 form part of Statement ofProfit & Loss for the year ended on that date. Note 1 represents Significant Accounting Policies and Note26 Additional notes on Consolidated Financial Statements.



R. K. NandaPartner




M. No. A32344


DIN : 00453209


DIN : 00361647


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Route Map to the AGM Venue

Hotel Hindusthan International235/1, A J C Bose RoadKolkata 700020

Hotel HindusthanInternational (HHI)

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