To

The Member s

Panafic Industrials Limited

The Directors are pleased to present the 31^st Annual Report on the business operations and financial performance of the company for the financial year ended on31^st March 2015.

FINANCIAL RESULTS (Rs. In Lac s)

BUSINESS REVIEW

Financial year 205-16 concluded with a Net Profit R§. 17,57,482/- for the company which is R4Q8B& - less than the previous financial year 201-15. The declining profitability could be attributed to change in the business trends and economic environment. However, your directors are continuously endeavoring to improve the performance of the Company in future. In the current financial year 20157, the Company seeks to explore new avenues of business opportunities and thereby striving to improve its profitability. Sincere efforts are being made at all levels of the organization to cut costs and also to keep the expenses in check despite the inflation at any tendencies of the market. Barring unforeseen circumstances, we expect better performance in the current year.

TRANSFER TO RESERVES IN TERMS OF SECTION 45-IC OF THE RESERVE BANK OF INDIA ACT, 1934

In order to ensure compliance with Section” 145 of the Reserve Bank of India Act, 1934, the Company has, for the financial year ended Bit March, 2016, transferred Rs.13,,496/- in respect of current year’s profit to Statutory Reserve Fund from General Reserve. The total amount accumulated in Statutory Reserve Fund is Rs. -9976,36^s/ March, 2016.

MATERIAL CHANGES CHANGE IN CONTROL AND MANAGEMENT OF THE COMPANY

During the financial year, the Company records no change in its control and management hence the composition of control and management has been remain same as have already been given to you in our last report.

Further, the Company wished for the appointment Ms. Renu(DIN: 0B572788 ), who retires by rotation in our ensuing 31 Annual General Meeting as per the requirement of Section 152(6) of the Companies Act, 206 and being eligible to offer herself for r-appointment,

Company Secretary & Compliance Officer

The Companies Act, 2013 has mandated the appointment of Company Secretary in all listed Companies. Therefore, Ms. Renika Bharara, a member of the Institute of Company Secretaries of India, was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 10^th June, 2015 upon recommendation and approval by the Remuneration Committee and the Board.

*The same detail has already been given in our last report.

Internal Auditor

The Companies Act, 20B has mandated the appointment of Internal Auditor in the Company. Accordingly, the Company has appointed Mr. Vijay Kataria, Chartered Accountant, having ICAI Membership No. 5B4458 as an Internal Auditor f the Company in the Board Meeting held on 31^st March, 2015.

*The same detail has already been given in our last report.

Chief Financial Officer

Pursuant to Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration) Rules, 2014, the Board at its meeting held on 6^th September, 2014 has appointed Ms. Sarita Gupt as the Chief Financial Officer (CFO ).

DIVIDEND

The Management believes that the profits earned during the financial year must be retained and redeployed for the operations the Company. As the Company needs further funds to enhance its business operations, upgrade the efficiency and to m ;et ou the deficiencies in working capital, the Directors do not recommend any dividend on Equity Shares for the financial-yea 2017.

PUBLIC DEPOSITS

Pursuant to the provisions of Non Banking in the Companies Acceptance of Public Deposits (Reserve Bank) Direction , 1998, as amended time to time, the Board of Directors of the Company have conformed in the Board Meeting held on 27th April 2016 , that the Company had neither accepted any public deposits in the past nor it was holding any public deposits to the date of that Board Meeting and that the Company will not accept any public deposits in future without prior written permission of Reserve Bank of India

STATUTORY AUDITORS

The Board recommends to ratify the appointment of M/s Rohit Suri & Associate Chartered Accountants, statutory Auditors of the Company, 7, Sharda Niketan, Pitampuram New Delhi 110034 as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of 30th AnnualGeneral Meetings Company has received a letter from them to the effect that their reappointment, if made, will be in accordance with the provisions of section 139 & 141 of the Act, and are eligible for r-appointment, holding peer review certificate e.

There is no qualification, reservation or adverse remark in the report.

AUDITORS’ OBSERVATION

The Auditors Report has been annexed with this report; Auditors ’observations are self explanatory, which do not call f r any further clarifications.

DECLARATION BY INDEPENDENT DIRECTORS

Mr.Sanjeev Kumar and Mr. Ankur Sharman independent Directors of the Company have submitted their disclosures to the Board that they fulfill all the repaints as stipulated in Section 49(6) of the Companies Act, 2013 read with relevant rule s thereto .

RISK MANAGEMENT

The Company does not have any formal Risk Management Policy as the elements of risk threatening the company are very minimal. However, on discretionary basis the Company has constituted the Risk Management Committee to cope up with adequate processes and procedures in place to mitigate risks of various kinds, if any, but as no such matter comes before the Board till date, no meeting held as such.

INTERNAL CONTROL SYSTEM

The Company has an adequate system of internal control covering all financial relating functions. These controls have been designed to provide a reasonable assurance with regard to maintenance of proper accounting controls, monitoring of operations, protecting assets from unauthorized use or losses, compliances with regulations! and firings reliability of financial reporting.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Company's policy relating to appointment of Directors, payment of Managerial remuneration of Directors qualification, positive attributes, independence of directors and other related matters has been devised as per the provisions given under Section 178(B) of Companies Act, 20B.

However, the Company has constituted its Nomination and Remuneration committee as per the provisions of Section 178(1) of Companies Act, 20113 for aforesaid rational e.

DIRECTORS

None of the Directors of the Company are disqualified under the provision of Section 164 and 65 of the Companies Act, 2013 as applicable on the date of this Directors ’ Report.

As on date of this report, the composition of Board is as follows:

MEETINGS OF THE BOARD

Eleven Board Meetings were held during the ye05- 206 and the gap between two meetings did not exceed four months. The details of which are as follows:

DIRECTORS ATTENDANCE RECORD AND DETAILS OF DIRECTORSHIPS HELD

COMMITTEES

The Board of Directors has constituted The Committees of the Board the Audit Committee, the Investors/Shareholders Grievance Committee ^Remuneration Committee. The terms of reference of the Board Committees are determined by the Board from time to time. Signed minutes of the Board Committee meetings are placed in the Board Meetings for information the board. The composition of these Committees is as follows :

Audit Committee

Meetings and Attendance during the year

Four Audit Committee Meetings were held during the year-2265 The dates on which the said meetings were held are as follows:

Nomination and Remuneration Committee

The Remuneration Committee has been reconstituted and presently comprises of the following Directors:

Meetings and Attendance during the year

Three Nomination and Remuneration Committee Meetings were held during the year The dates on which the said meetings were held are as follows:

Shareholder’s/Investor Grievance Committee

Meetings and Attendance during the year

Two Shareholders/ Investor Grievan Committee Meetings were held during the year 200B. The dates on which the said meetings were held are as follows:

EXTRAORDINARY GENERAL MEETING

No Extra Ordinary General Meeting: held during the year 2015- 2016 .

LISTING AGREEMENT COMPLIANCES

Your Directors are pleased to inform you that during the year under review all compliances related to listing agreement with BSE Limited and The Delhi Stock exchange have been duly complied with.

The Securities and Exchange Board of India (SEBI), on September2nd , 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provision to the Listing Agreement for different segments of Capital market. The said regulations were effective from December 1^st 2015. Accordingly, all l: ted entities were required to enter into a new listing agreement within 6 months from the effective date.

The Company enters into a new Listing Agreement with Befitted(Bombay Stock Exchange)and DSE (Delhi Stock Exchange) and endeavor to adopt all the provisions as stated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(B) of the Companies Act, 20B and Rule 12(1) of the Companies (Management and Administration) Rules, 204, the extract of Annual Return in form MGTs annexed herewith annexure-I.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31, 2016

i. That in the preparation of the annual accounts for the financial year ending 31st March, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the directors had selected such accounting policies and applied them consistently and 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 end of the financial year and of the profit and loss of the Company for that period;

iii. That the directors had taken over and sufficient care for the maintenance of adequate accounts goods in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the annual accounts of Company on a going concern ’ basis.

v. That proper internal financial controls were in place and that the financial controls were adequate operating effetely ;

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

LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees or Investments, if any covered under the provisions of Section 186 of the Companies Act 20B read with Companies (Meeting of the Board and its Power) Rules, 204 are given in the Financial Statements.

TRANSFER TO RESERVES

The Company has not transfer ready amount to the General Reserve

RELATED PARTY TRANSACTIONS

Details of related party transactions that were entered into during the financial year under the provisions of Section of the Companies Act, 2013 are given in the Financial Statement there are no materially significant related party transaction made by the company which may have potential conflict with the interest of the Company at large and thus disclosure in Form AOC-2 is not required.

POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company does not have developed and implemented any corporate social responsibility initiatives as the said provisions are not applicable to the Company.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURE

Since the Company does not own any manufacturing facility, the other particulars relating to conservation of energy and technology absorption stipulated in the Companies (Disclosure of Particulars in the Report of the Board of Directors Rule 1988 are not applicable. Apart from that there were no foreign exchange earnings or outgo of the company during the year under report.

SECRETARIAL AUDIT REPORT

As per the requirement of Section 204 read with Section B4(B) of the Companies Act 2013 Rule 9 of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 the Company has obtained a certificate from M/s Arun Kumar and Associates, Company Secretaries, for the financial year ended March B6t ,that the Company has complied with all provision of Companies Act, 1956 and Companies Act, 2013. The clauses referred to in compliance certificate -are elf explanatory and, therefore do not call for any further amounts. The extract of secretarial Audit Report form M-R-3 is annexed herewith as Annexure-II”

PARTICULARS OF EMPLOYEES

None of the Employees of the Company was in receipt of remuneration, which was more than the limits as prescribed under Section 197 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be disclosed in this Report.

HUMAN RESOURCE DEVELOPMENT

The Company believes that its people are the key differentiators, especially in the current knowledge driven, competitive and global business environment. Adapting work culture to suit the dynamic balancing of people requirements is an ongoing process. The Board of Directors of your company would like to place on record their sincere appreciation for the efforts and contribution made by all the employees of the Company in realizing the targeted projects of the Company. Your Directors take this opportunity to thank all employees for rendering impeccable services to every constituent of Company, customers and shareholders,

APPRECIATION

Your Directors wish to take this opportunity to offer sincere appreciation and acknowledge with gratitude the supported an operation extended by the clients, vendors, bankers, registrar and share transfer agent, business associates, financial senses media and their agencies and look forward to their continued support and as we place on record our appreciation of the contribution made by our employees at all levels. We look forward for such continued hard work, solidarity, cooperation and support.

The Board of Directors also wishes to place on record its gratitude for the help used in the Company by the Securities and Exchange Board of India, the Reserve Bank of India and the Government of India.

For and on behalf of the Board of Directors

M/s Panafic Industrials Limited

Sd/- Sd/-

Sarita Gupta Rajeev Kumar Gupta

Director Managing Director

DIN: 00113099 DIN: 01735427

D-158, Pushpanjli Enclave, Plot No. 127, First Floor, Sector-5, Vaishali,

Pitam Pura, Delhi- 110034 Ghaziabad, Uttar Pradesh-201010,

Place: Delhi

Date: 06^th September, 2016