DIRECTORS' REPORT

Dear Members.

Your Directors have pleasure in presenting the ninth Annual Report and audited standalone and consolidated financial accounts for the year ended 3T

March, 2018. The performance of the Company for the year ended on March 31, 2018 is summanzed below:

(INR In Lakhs}

1. Brief description of the Company's working during the year/State of Company's affairs

The Company is engaged in the business of Manufacturing of C.l Casting. There has been no change in the business of the Company during the financial year ended March 31, 2018. Your Company recorded a satisfactory performance.

- Total Revenue Stood alRs.9894.37 Lakhs.

• Net Profit after Tax during the year stock at Rs. 45B-51 Lakhs.

Earning per share of the Company stood at 5.65 per share having face value of 10 each.

2. Transfer to Reserves.

Rs.458.51 Lakhs were transferred to General Reserve for the financial year 2017-I.B.

3. Subsidiary Companies Joint Ventures/Associate Companies

During the year under review we have made investment of Pls. 52,82,000 in equity shares ot M/s Indian Metailoundry Institute Private Limited and acquired 20% equity stake in the company, thereby making it our ASSOCIATE company.

4. Board of Directors

In accordance with the provisions of section 149, 152 and other applicable provisions of the Companies Act. 2013. one third of the such of Director as are liable to retire by rotation, shall retire every year and, if eligible. offer themselves for re-appointment at every AGM. Consequently. (Mr. Ajay Gupta DIN: 023122671) Director of the company will retire, by rotation at the ensuring Annual General Meeting and being: eligible., offer himself lor re-appointment. The Board recommends their re-appointment for the consideration of Members of the Company at the ensuring Annual General Meeting. A brief resume of the Director proposed to be re-appointed, is Furnished in [ha notice of [ha AGM. During the year under review. Mr. Vikram Jain (DIM: 02312298) resigned from the post of directorship w.e.t. 01/05/2017.

5. Number of Meetings of the Board

During the year under review the Board met for 14 Board Meetings. The details of the number of Meetings of the Board hetd during the Financial year 2017-2018 terms part of the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act. 2013. 6. Key Managerial Personal

The following are the key Managerial Personnel of the Company.

Mr.Vikram Janres gnad from the post of Director w.e.f. 01/05/2017.

7. Commiitees of the Board

The Board of Directors have the following commitees.

Audit Commitee

Nomination and Remuneration Compensation Committee;

Shareholders Investor Grievance Committees;

Corporate Social Responsibility Committee applicable from this financial year end, therefore committee Is yet to be consulate with newly appointed Independent directors.)

The details of the Committees along with their composition. number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

8. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2016. the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Compensation and Shareholder's 'lnveslor' a Grievance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

9. Declaration by an Independent Director(s) and re- appointment, If any

All Independent Directors have given (federations that they meet the criteria of independence as provided In sub-section (6) of Section 149 of the Companies Act. 2013 and Regulation 15 (b) of SEBI (Listing Obligations ana Disclosure Requirement) Regulations, 2015.

10. Finance & Accounts

Your Company prepares its Financial Statements in compliancewith the requirements of the Companies Act, 2013 and Accounting Standards. The estimates and judgments relative to the Financial statements are made on a going concern basis, so as to reflect in a true and lair manner. The form and substance of transactions are reasonably present the Company's state of affairs, profits and cash Flow for the year ended March31.2018.

11. Awards and Recognitions

Your company has been awarded as Follows:

(a) EEPC AWARD Star Performer 2015-16

(b) Rajasthan Best Brand Award 2018

(c) FPF Industrial Excellence Awards-IPF Fastest growing

Manufacturing Company Award Auto Ancillary Category (Small)

12. Auditors

(a) Statutory Auditor

The Statutory Auditors of the Company M/s. Vijay Garg & Associates.. Chartered Accountants. (Firm Registration Number; 007501C) have audited the Financial Statements of the Company the Statutory Auditors who were appointed by the member of the Company at the 7th Annual General Meeting of the Company held on August 13,.2016 on the conclusion of 11th AGM.

The Company has received consent letter front Mis Vijay Garg &. Associates.,Chartered Accountants, to the eflect that their continuation, would be within the prescribed inputs under Section 139 of the Companies Act, 2013 and that they are not disqualified for such appointment within the meaning of Section 141 of the Companies Act 2013.

The Auditors Report is self-explanatory in nature.

(b) Secretarial Auditor

In terms of Section 204 of Companies Act. 2013 and rules made there under, the Company has appointed M/s Arms & Associates LLP, B firm of Company Secretaries in Practice (C.P. No. 9320) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report submitted by them in the prescribed fom MR-3 is enclosed as ANNEXURE 'B' and forms part of this report. No adverse comment has been made in the said report by the Practicing Company Secretary.

The report is self-explanatory and do not call for any further comments.

13. Internal Audit and Controls

Your Company has appointed M/s Shah Patni & Co.. as its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendation to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiencv, effectiveness of sysiems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective action taken as per the directions of Audit Committee or, an ongoing oasis to improve efficiency in operations. 14. Vigil Mechanism/Whistle Blower Policy

In pursuant to me provision of section 177(9) & (10) of me Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has teen established The Vigil Mechanism policy has been uploaded on the website of the Company htlp: //www.ulindia.com/into5.html

15. Extract of Annual Return

As required pursuant to section 92(3) of the: Companies Act. 2013 and rule 12(1} of the Companies. (Management and Administration) Rules. 2014. an extract of Annual Return in. MGT 9 as a part of this Annual Report as ANNEXURE 'A'.

16. Material Changes and commitments, if any, attending the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements rotate and the date of the report

Management percent the to following specified changes below as material changes occurred subsequent to the close of the financial year as on March 31. 2018 affecting financial position of the Company In any substantial manner:

(i) During the year under review we have made investment of Rs. 52,80,000/- in equity sharee of M/s Indian Metalfoundry Institute Private Limited and acquired 20% equity slake in the company, thereby making it our Associate company.

(a) We have also planned an expansion due to high demand of products and thus in Board meeting on 12 February, 2018 we have approved the business plan for the second unit of the company by me name of 'M/s Universal Autofoundry Limited-Unit II at Rogus.The details of the united as specified below:

a) The Board has approved the plan of investments for establishing the accord unit of Universal Autofeundry Limited at the land purchased on 09/01/2018 of Rs. 1.5 crore at B-51,SKS Industrial Area, Reengus.

b) Board of Directors ai their meeting held on 12th February. 2019 approved Mr. Vimit Jain. CFO of the company to place orders for the machinery and equipments required to establish foundry;

c) The Board has approved the business plan as below: Proposed capacity addition will be around 1800 MT/per month; investment: INR. 35-40 crores;

Existing Capacity of the company: 900MT/per month;

• Production Plan is propsed to start from the end or next Financial year i.e. March 2018 (Approx.)

• Mode of Finance: From Bank;

. Aallonale Expension due to high demand of products.

d) The Board has also approved to purchase a car for the second unit of approximate value of Rs. 18 lakhs;

e. The Board has approved Mr. Kishan Lal Gupta, Chairman of the company to do an such necessary changes in the statutory documents and department of government for addition of second unit of the company:

I) The Board has given consent to recognize the second plant of the company by the name of "M/s Universal Autotoundry Limited Unit II.

17. Details significant and material orders passed try the regulator or courts or tribunals impacting the going concern status and company's operations in future

There are no significant and material orders passed by the Regulators / courts that would impact the going concern status of the Company and Its future operations,

18. Acceptance of Deposits

The Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act. 2013 and The Companies (Acceptance at Deposits) Rules. 2014.

19. Particulars of loans, guarantees or Investments

Details of Loan. Guarantees and investments, covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

- investment in unquoted Equity shares of Associate Company of RS. 52,00,000

- Capital advance of Rs. 3,54,99,204,20/-Loan given to company of Rs 36,51187/-

20. Particulars of contracts or arrangements with related parties

All transactions entered will the Related Parties during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of section 188 of the Companies Act, 2013 and rules made there under 'ANNEXURE-E'

Related party transactions have been disclosed, under the Note no.37 of significant accounting policies and notes forming part of the financial statements in accordance with "Accounting Standard 18,. A statement in summary form of transactions with related parties in the ordinary course of business and on arm's length basis is periodically placed before the Audit committee; for review and recomendation to the Board for their approval.

None of the transactions with related parties were in conflict with the interest of the Company. All me transactions are in the normal course of business and have no potential conflict with the interest of the Company at large and are camed out on an arm's length basis or fair value.

21. Listing with Stock Exchanges

Your Company's shares are listed on me Bombay Stock Exchange - SUE Platform (BSE). The Securities and Exchange Board of India. (SEBI). on September 2, 2015 Issued SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The said regulations were effective on December 01, 2015. Accordingly an listed entities were required to enter into me listing agreement within six monlhs from the effective date. Your Company entered into Listing Agreement with BSE Limited within the stipulated time period given.

22. Corporate Governance

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015. a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming: compliance Forms an integral part of this report.

Company has submitted corporate governance report for every quarter within me prescribed time..

23. Environment and Safety

The Company is conscious of the importance of environmentally / clean and safe. operations.The Company Policy requires conduct of operations in such amount so as to ensure of all concerned, compliances environmental regulation and preservation of natural resources 24. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act r2013

In order to prevent sexual harassment of women ot work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has been employing women employees In various cadres within the factory premises. Your Company has set up Internal Complaints Committee for Implementation of said policy. Complaints received, if any are regularly monitored by women line supervisors who directly report to the Chairman & Managing Director,. During the financial year 2017-18 your company has not received any complaint of harassment and hence no compliant is outstanding as on March 31, 2018 For redressal 25. Corporate social Responsibility

The Board of Directors of your company hereby confirms that the provisions Of section 135(1} of the Companies Act. 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 have become applicable to your company as the Net Profit of the company exceeded the specified limit of Rs. 5 crores (to be calculated according to section 198 of Companies Act, 2013. Therefore, the CSR committee will be constituted with newly appointed independent directors.

26. Directors Responsibility Statement

The Directors. Responsibility Statement refered to in clause (c) of sub-seetion (3) of Section 134 of the Companies Act, 2013, shall statet that— i. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; II. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the stale of affairs of the company at the end of the financial year and of the profit and loss of the company period; iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other regularities;

Iv. the director had prepared the annual accounts on a going concern basis; and v. that the directors, had laid down internal financial controls to be followed by the company and that such internal financial controle are adequate and were operating effectively, vi. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such sytems were adequate and operating effectively.

27. Dividend:

Your company does not propose declaration of dividend for the financial year 2017-18.

28. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (iEPF).

29. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under regulation 34(3) read with Schedule v of me SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

30. Statutory Information

As per section 134(3) of the Companies Ad. 2013 read with Rule B(3) of the Companies (Accounts) Rules. 2014, the information on conservation of energy, technology absorption and foreign exchange- earnings and Outgo is annexed in ANNEXURE 'C' an integral part of this report.

In terms of provisions of section 197(12) of the Companies Act. 2013 read with Rule 5(2) end 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement showing the names and other particulars Of the employees drawing remuneration in excess of the limits set out in the said rules are provided hereunder Further, the disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Ad. 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed in ANNEXURE 'O' an Integral part of this report.

The Business Responsibility Reporting as required under Regulation 34(2} of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to your company for the financial year 2017-18.

31. Cautionary Statement

Statement in mis Management's Discussion and Analysis detailing the Company's objectives, projections, estimates, expectations or predictions are "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ malenally from those expressed or implied. Important factors !hat could make a difference to the Company's operations include global end Indian demand-supply conditions, finished goods prices, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, tax regimes, economic developments In India and Other factors such as migaton and labour negotiations.

32. Appreciation and Acknowledgments

You Directors place on record their deep appreciation to employees at all levels lor their hard work, dedication and commitment the Board places on record its appreciation for the support and co-operaton your company has been receiving from its Suppliers. Retailers. Dealers & Distributiors and other associated with me Company. The Directors also lake this opportunity to thank all investors, clients, Vendors, Banks, Government & Regulatory Authorities and Stock Exchange for lheir continued support.

For & on behalf of the Board

Sd/-

Kiahan Lal Gupta Chairman

DIN:00295685

Jaipur, 27/08/2018

ANNEXURE 'A'

Form No. MGT-9 EXTRACT OF ANNUAL RETURN

As on the Financial Year ended an March 31. 2018 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1} of the Companies (Management and Administration) Rules,2014]

I. REGISTRATION AND OTHER DETAILS:

I. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

(All the business activities contributing 10% or more of the total turnover of the Company shall be stated)

(II. PARTICULARS OF HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES:

I. SHARE HOLDING PATTERN(Equity Share Capital Breakup as percentage of Total Equity}

(I) Category-wise Share Holding

(ii) A. Shareholding of Promoters

B, Shareholding of Promoter Group

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

(IV) Shareholding Pattern of top ten Shareholders (other then Directors, Prompters and Holders of GDRs and ADRs) as on 31,03-

(V) Shareholding of Directors and Key Managerial Personnel

(vi) INDEBTEDNESS

Indebtedness of the Company Including interest outstanding/accrued but not due for payment

{vii) REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director. Whole-time Directors and/or Manager;

B. Remuneration to other directors:

C. Remuneration to Key Managerial Personnel Other Than Md/Managcr/WTD

(VIII) PENALTIES /PUNISHMENT/ COMPOUNDING OF OFFENCES;

ANNEXURE 'B'

SECRETARIAL AUDIT REPORT

For the Financial Year Ended on March 31, 2018 [Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and remuneration Personnel} Rules,S014]

To.

Members

Universal Autofoundry Limited

B-307. Road No. 16, V.K.L Area,

Jaipur, Rajasthan-302013

WE have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Universal Autofoundry Limited (CINL27310RJ20MPLOQ300M) (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating 1he Corporate Conducts' Statutory Compliances and expressing my opinion thereon.

Based on our verification or me Universal Autofoundry Limited books, papers. minute books, form and returns filed and other record maintained by the Company and also the information provided by the Company, its officers. agents and authorized 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 on 31st March. 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereafter

We have examined the books, papers, minute books, forms and returns filed and Other records maintained by Universal Autofoundry Limited {'The Company") for the financial year ended on 31st March, 2018. according to the provisions of:

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

ii. The Securities- Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under

iii.. The Depositors Act. 1996 and the Regulations and Bye-laws framed' No 1 applicable to the company as the company has not applied and at the same time has not been granted a certificate of registration under 12(1 A) of Securities and Exchange Board of India Act, 1992

iv Foreign Exchange Management Act. 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment (FDI) and Overseas Direct Investment and External Commercial Borrowings-

v. The Following Regulations and Guidelines prescinded under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') .

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

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

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; Not Applicable as the Company has not Issued any securities during the financial year under review.

d The Securities and Exchange Board of India (Employee- Stock Option Scheme and Employee Slock Purchase Scheme) Guidelines. 1999; Not Applicable as the Company has not granted any Options to Its employees during the financial year under review.

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Ragulation, 2008 Not Applicable as the Company has not Issued any debt securities during the financial year under review

f. The Securities and Exchange Board of India (Registrars to an lssue and Share Transfer Agents) Regulations, 1993, regarding the Companies Ad and dealing with client; Not Applicable as the Company is net registered as Registrar and Transfer Agents with SEBI

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,, 2009; Not Applicable as the Company has not get delisted Its equity shares from any stock exchange during the financial year under review,

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1993; Not Applicable as the Company has not bought bach any of its securities during the financial year under review

vi. We have relied on the representation made by the company and its officers for system and mechanism formed by The company under other applicable Acts, Jaws and regulation to the company. The list of major head/groups of Acts, laws and Regulations to the Company is given in Annexure-A:

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

ii.The Listing Agreements entered into by the Company with BSE.

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

This report is to be read without letter of even date which is annexed as 'Annexure

-B' and form an integral part of this report. we further report that:

The Board Of Directors of the Company is duly constituted with proper balance at Executive directors. Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to as directors to schedule the Board Meetings. agenda and detailed notes on agenda were sent; at least seven days in advance, and a system exisls for seeking and obtaining further Information and clarifications on me agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members' views are captured and recorded as part:of the minutes..

We further report that there are adequate systems and processes in the Company commensurate with the size and operation of the Company to manitor and ensure compliance with applicable laws, rules. regulations and guidelines. We further report that during me audit penod there were no specific events / actions having a major bearing on the company's affairs.

Annaxure-A

List of applicabla laws to the Company:

i. Factories Act 1960

ii. lndustries (Development and Regulation) Act, 1951

iii.. Labour Laws and other incidental laws related to labour and employees appointed by the company either on its payroll or on contractual basis as related to wages. provident fundr gratuity, ESlC, compensation elc.

iv. Acts presented under prevention and control of pollution.

v. Acts prescribed under Environmental Protection

vi- Acts as prescribed under Direct Tax and Indirect Tax.

vii. Land revenue laws of respective states.

viii. Labour Welfare Act of respective States.

ANNEXURE-B

To.

The Members,

Universal Autofoundry Limited

B-307. Road No. 16. V.K.I Area,

Jaipur, Rajaathan-302013

Our report of even date is to be read along with this letter.

1 _ Maintenance. of Secretarial records, is the responsibility of the Management of the Company. Our responsibility is to express an opinion on these Secretarial records based on OUr audit.

Z. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verifications were done on test basis to ensure that correct tacts are reflected in secretarial recorde. the believe that the processes and practices, we followed provide a reasons We basis for our opinion

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about! the compliance of Laws, Rules and Regulations and happening of events etc-

5. The compliance of the Provisions of Corporate and other applicable Laws, Rules, Regulations, standards is the responsibility of Ihe Management. Our examination was limited to the verification of procedure on teat basis.

B. The Secretarial Audit Report is neither an assurance as to this future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affaires of the Company.

ANNEXURE C

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo The information under section 194(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies {Accounts) Rules, 2014 for the year ended March 31, 2018 is given below and forms port of the Director's Report.

A) Conservation of energy :

(i) The steps taken or impact on conservation of energy;

• Pouring time reduced and fast pouring done by two ladla at the same time simultaneously so malarial empty time saved and energy saved by temperature reduction and cycle lime reduction.

• Close Temperature Monitoring to control and save energy & rejection by providing big temperature monitor on floor,

• Reduced holding lime which reduces Furnace holding time and exist of excess power minimize. By providing Charge correction display for reduce holding time.

• Rajasthan Energy Conservation award recognition for year—2017-18 (II) the slaps taken by the company for utilising alternate sources of energy;

• No any Alternate source utilized during the year

(iii) the capital Investment on energy conservation equipments;

• There is no any capital investment made by Ihe company on energy conservation equipments

(B) Technologv absorption;

(I) The efforts made towards technology absorption;

• Energy master software used for energy management.

Convey or System installed for material and:moment and handling . Paint Shop Conveyor Syslem installed,

Casting mutii storage Area implemented.

(II) Ihe benefits derived Iike proud Improvement, cost reduction, product development or impart substitution;

• Paint qualily improved.

• Avoided dent & damageon casting surface ' Material handling/moment improves.

• Maleriat storage area improved (parts stoned in bins and not floor).

(iii) In case of imported technology imported during the last three years reckoned from the beginning of the financial year) (N. A.

(IV) The expenditure incurred in Research and Development:NIL (C) Foreign exchange earning and Outgo

ANNEXURE 'D'

Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5(1 )of Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2004

1. Ratio of the remuneration of each Executive Director to me median remuneration of the Employees of the Company for the financial year 2017-18. the percentage increase in remuneration of Executive Directors.. Chief Financial Officer and Company Secretary during the financial year 2017-18

*Mr. Vikrarm Jain resigned from the post of directorship w.e.f- 01/05/2017

Note :

(a) The Non-Execullve Directors of the Company are entitled for sitting fees and commission as per statutory provisions and within the limits approved by the shareholders. The details of remuneration of Non-Executive Direclor are provided in the Corporate Governance Report. The ratio of remuneration and percentage increase for Non-Executive Directors is therefore not considered for the above purpose.

(b) The modian remuneration of employees the company was Rs.1,89,000

2, The percentage increase In the median remuneration of Employees for the financial year was 16.67%

3. The Company has 94 permanent Employees on the rites of Company as on March 31, 2018.

4, The explanation on the Relationship between average increase In remuneration and company performance.

5, The remuneration paid is determined keeping in view the industry benchmark, the relative performance of the Company to the industry performance and review of remuneration packages of employees / managerial personnel of other organizations. During the year, similar approach was followed to establish the remuneration increases to the employees.

6. Variable compensation is an Integral part of Company's tolal remuneration package and is directly Inked to business performance. Salary increases during the year were in

7. In line with the Company's performance as well as that of the Company's market competitiveness.

8.. Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company:

In line with Company's remuneration philosophy, merit Increases and annual variable pay-outs of its Key Managerial Personnel are directly linked to respective KMP's performance as well as business performance- Considering the respective KMP's performance and business performance of the Company, appropriate reward by way of merit increase and/or salary increase and/or variable pay have been awarded to the Key Managerial Personnel for the current year.

9, Variations in the market capitalization of the Company price earnings ratio as the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations el the shares on the Company in comparison to the rate at which the Company came out with the last public offer:

The market capitalization of the Company as on March 31, 2018 was Rs, 4610.54 Lakhs as compared to Rs. 3649.50 Lakhs as on March 31, 2017. The price earnings ratio 01 the Company was 10.06 as at March 31. 2016 and was 12.02 as at March 31, 2017. The closing price Of the Company at BSE Limited on March 31. 2018 being Rs. 56.85/- per equity share of face value ol Rs. 10/-eech.

10. Average percentage Increase in the salaries of employees other than the managerial personnel in the financial year was 16.67%. The average increases every year is an outcome of the Company's market competitiveness and business performance.

11. Comparision Of remuneration Of each Key Managerial Personnel against the performance of the Company:

Mr. Vikram Jain resigned from the post of directorship w.e.f. 01/05/2017.

12. The key parameters for any variable component of remuneration:

Variable compensation is an integral part of our total remuneration package for all employees including Directors, variable Pay is directly linked to business performance. At the start of the year. the Management sets business and financial targets for the Company. These are drawn from the organizational strategic plan and. are then reviewed for consistency and stretch. Mr. Vikram who resigned on 01st May ,2017 was paid variable commission.

13. The ratio of the remuneration of the highest paid director- to that of the employees who are not directors but receive remuneration in excess of the highest paid Direct of during the year.

a) MR. Vinit Jain, CFO of the Company is paid higher than Director. Ratio 1:2.26; b) Mr. Vikram Jain, President (Marketing) of the company is paid higher than the Director Ratio is 1:1:33.

14. It is hereby affirmed that the remuneration paid during the year is as per the' remuneration policy of the Company.

ANNEXURE 'E'

AOC-2 (Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Role 8(2) of the Companies (Accounts) Rules, 2014

Form for Disclosure of particulars of contracts/arrangments enlered into by the company with related parties referred to in sub section (1) OF Section 188 of the Companies Act, 2013 including certain arm's length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at Arm's length basis.

2. Details of contracts or arrangements or transactions at Arm's length basis.

Annexure-1

Annexure-2