BOARDS' REPORT

To

The Members of

Porwal Auto Components Ltd.

Pithampur-454775

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

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

a. Financial Performance

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

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

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

b. Operations And Future Outlook

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

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

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

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

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

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

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

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

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

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

c. Change in nature of Business

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

d. Changes in Share Capital

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

e. Revision of Annual Financial Statements

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

2. Transfer to Reserves

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

3. Dividend

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

4. Deposits

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

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

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

6. Subsidiary. Associate Companies or Joint Venture

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

7. Extract of Annual Return

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

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

8. Directors and Key Managerial Personnel

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

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

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

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

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

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

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

Declaration by Independent Directors

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

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

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

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

9. Committees of the Board Of Directors

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

(i) Audit Committee

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

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

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

Corporate Social Responsibility Committee:

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

10. Meetings of the Board of Directors and its committees

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

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

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

11. NOMINATION AND REMUNERATION POLICY

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

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

• Definitions

• Appointment Criteria for Directors and Key Management Personnel.

• Additional Criteria for Appointment of Independent Directors.

• Tenure of the Directors.

• Performance Evaluation Criteria.

• Removal of the Directors.

• Policy on Board Diversity.

• Policy Review.

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

Changes made in Nomination and Remuneration Policy

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

12. Performance Evaluation of the Board

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

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

13. Directors' Responsibility Statement

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

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

b. The Directors have selected such accounting polices and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the financial year and of the profit for the year ended on that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

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

e. The Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

14. Auditors:

a. Statutory Auditors

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

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

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

Reporting of fraud by Statutory Auditors

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

b. Secretarial Auditor

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

c. Cost Record and Cost Audit

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

d. Internal Auditor

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

15. Internal Financial Controls and its adequacy

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

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

16. Particulars of loans, guarantees and investments

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

17. Particulars of contracts or arrangements with Related Parties

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

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

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

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

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

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

19. Risk Management

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

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

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

21. Vigil Mechanism/ Whistle Blower Policy

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

22. Commission received by directors from holding/ subsidiary Company

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

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

The prescribed particulars of employees required under section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure IV and forms the part of this Board Report.

24. Particulars of Employees

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

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

25. Chief Financial Officer and Managing Director Certification

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

26. Voting Rights of employees

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

27. Disclosure regarding issue of Employee Stock Options

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

28. Disclosure regarding issue of Sweat Equity Shares

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

29. Corporate Governance Report

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

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

30. Corporate Social Responsibility

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

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

31. Management Discussion and Analysis Report

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

32. Listing at Stock Exchange

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

33. Insurance

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

34. Business Responsibility Report

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

35. Depository System

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

36. Environment and Safety

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

37. Industrial Relations

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

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

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

ANNEXURE-I FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2018

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

REGISTRATION & OTHER DETAILS:-

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

III. PARTICULARS OF HOLDING, SUBSIDlARY AND ASSOCIATE COMPANIES -

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

A) Category-wise Share Holding

ii. Shareholding of Promoter and Promoters Group-

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

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

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

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

V. Shareholding of Directors and Key Managerial Personnel:

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

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

VI 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 /MANAGER/ WTD

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

VII PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

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

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

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

FOR THE FlNANCIAL YEAR ENDED 31ST MARCH 2018

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

To,

The Members,

PORWAL AUTO COMPONENTS LI Ml TED

(L34300MP1992PLC006912)

Plot No. 209, Sector 1,

Industrial Area, Pithampur

MP 454775 IN

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

I further report that,

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

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

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

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

ANNEXURE-III

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

A. Conservation of Energy :

i. The steps taken or impact on conservation of energy

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

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

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

• Replacement of inefficient motors with energy efficient motors.

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

Ill. Capital Investment on Energy Conservation Equipments

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

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

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

B. Technology Absorption

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

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

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

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

Annexure - IV

DETAILS PERTAINlNG TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

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

NOTE:

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

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

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

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

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

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

Policy for Directors, Key Managerial Personnel and other Employees.

Annexure - V

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

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

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

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