(C) The Rights, Preferences, Restriction including restriction on the distribution of dividend and repayments of capital

1. The Company is having only one class of shares, that is Equity carrying nominal value of Rs.10 per share.

2. Every holder of equity share of the Company is entitled to one vote per share held.

3. In the event of liquidation of the Company, the equity share holder will be entitled to receive remaining assets of the Company after the distribution / repayments of all creditors. The distribution to the share holder will be in proportion of the number of shares held by each share holder.

4. The Company declares and pays dividend on the equity shares in Indian Rupees. Dividend proposed by the Board of Directors is subject to approval of the share holders at the ensuing Annual General Meeting.

5. during the year ended 31st March, 2016 no dividend is proposed for the equity share holders [Previous year no dividend is proposed for the equity share holders]

(D) Shares held by holding/ultimate holding company and/or their subsidiaries / associates

The company is not a Subsidiary of any other company.

a) Term Loan of Rs. 14725 Lakhs (Previous year: Rs. 14950) from State Bank of India (SBI) is secured by way of first pari-passu charge on the fixed assets & current assets of the company at Chinchwad along with other lenders. Also SBI holds an exclusive 1st mortgage charge on the 41.55 acres of the Company's land located at Kalyan/ Dombivali towards this loan. This Loan is repayable in variable monthly installments starting from 31.10.2014 to 30.09.2021; annual rate of interest is 2.30% above SBI base rate. As on 31st March 2016, principal amount of Rs. 25 Lakhs and interest of Rs.149.87 Lakhs remains unpaid for a period ranging between 0-30 days.

b) Corporate Loan of Rs. 1000 Lakhs (Previous Year. Nil) from SBI is secured by way of first pari-passu charge on the plant and machinery, fixed assets & current assets of the company located at Chinchwad, Pune along with other lenders. This loan is repayable in variable quarterly installments starting from 01.04.2017 to 01.06.2020; annual rate of interest is 3.30% above SBI base rate. As on 31st March 2016, interest of Rs. 10.91 Lakhs remains unpaid for a period ranging between 0-30 days.

c) Corporate Loan of Rs. 6150 Lakhs (Previous Year Rs. 7800 Lakhs) from The Jammu & Kashmir Bank is secured by way of first pari-passu charge on the plant and machinery and fixed assets of the company located at Chinchwad, Pune and second pari-passu charge on current assets of the company. This loan is repayable in variable monthly installments starting from 30.09.2014 to 29.02.2016; annual rate of interest is 2% over J&K Bank Base rate. As on 31st March 2016, principal amount of Rs. 6150 Lakhs and interest of Rs. 800.70 Lakhs remain unpaid for a period ranging between 0-11 months.

d) Working Capital Term Loan of Rs. 2500 Lakhs (Previous Year. Nil) from Corporation Bank is secured by way of first pari-passu charge on the plant and machinery , fixed assets & current assets of the company located at Chinchwad, Pune along with other lenders. This loan is repayable in variable monthly installments starting from 31.01.2017 to 30.06.2020; annual rate of interest is 5% above Corporation Bank base rate. As on 31st March 2016, interest of Rs. 91.34 Lakhs remains unpaid for a period ranging between 0-60 days.

e) Corporate Loan of Rs. 1000 Lakhs (Previous Year. Nil) from State Bank of Hyderabad (SBH) is secured by way of first pari-passu charge on the plant and machinery , fixed assets & current assets of the company located at Chinchwad, Pune along with other lenders. This loan is repayable in variable monthly installments starting from 31.03.2017 to 31.08.2020; annual rate of interest is 3.25% above SBH base rate. As on 31st March 2016, interest of Rs. 11.14 Lakhs remains unpaid for a period ranging between 0-30 days.

f) Hire purchase Loan of Rs 331.46 Lakhs from First leasing Company of India Limited is secured under the specific Fixed Asset procured against the said Loans. This loan is repayable in variable monthly installments till October 2016; annual rate of interest is 2% above SBI base rate. As on 31st March 2016, principal amount of Rs 198.26 Lakhs and interest of Rs.44.50 Lakhs remain unpaid for a period ranging between 0-12 months.

All the above facilities covered under (a) to (f) are also secured by the personal guarantee of Mr. Maitreya V. Doshi, Chairman and Managing Director of the Company.

a) The Working Capital facilities are secured by way of first pari-passu charge on Company's current assets located at the plant at Chinchwad or in transit and second pari-passu charge on Company's present and future fixed assets at Chinchwad, Pune. Annual rate of interest varies from 0.50% to 5% above the Base Rates of these banks. The above facilities are also secured by the personal guarantee of Mr. Maitreya V. Doshi, Chairman and Managing Director of the Company.

b) Loan of Rs. 241.75 Lakhs from Chairman and Managing Director is repayable on demand with interest at 16.75 % p.a.

c) The Inter Corporate Deposits of Rs.2560 Lakhs (Previous year Rs. 2365 Lakhs) are unsecured short term Loans repayable within 3 to 6 months with Interest rate varying 14.50% to 22.00% p.a. The above includes Rs. 750 Lakhs (Previous year Rs.1170.50 Lakhs) borrowed by the Company for which the promoters have pledged their shares.

d) Deposits accepted from public and shareholders prior to 1.4.2014 carry varying rate of interest from 11.50% to 12.50% p.a. depending upon the cumulative/non-cumulative option and the period of maturity from 1 year to 3 year. As on 31st March 2016, the outstanding fixed deposits were Rs.3094.66 Lakhs. As per section 74(1) (b) of the Companies Act, 2013, the Company was required to repay all such deposits on 31.3.2015.

The Company was not able to repay all deposits by 31.03.2015 due to economic downturn in its business and therefore, filed a petition before the Company Law Board, Western Region Bench at Mumbai under section 74(2) of the Companies Act, 2013, praying for time to repay all such outstanding deposits. CLB vide its orders dated 22nd January, 2016 and 29th March, 2016 has permitted the Company to repay deposits amounting to Rs. 1552.23 Lakhs along with the interest in 3 installments on 30.04.2016, 31.05.2016, 30.06.2016 and balance deposits amounting to Rs. 1542.43 Lakhs along with the interest on or before 31st March 2017.

11. Intangible Assets under development

The development cost incurred in connection with the activity of improving existing Auto Products in order to achieve technologically advanced and competitive products resulting in wider acceptability & visibility for the Company's products was classified under intangible assets under development.

However the response for Company's Auto products has been subdued due to various factors such as increased competition, adverse currency exchange rate, new model launches, difficulties in obtaining auto finance, dearth of dealers and suppliers and has compelled the Company to review the entire future prospects. Under these circumstances, it is felt prudent to write off the intangible assets of Rs. 4971.23 Lakhs including Intangible assets already capitalized of Rs. 1844.69 in the current year.

a) Company's long term investment in PAL Credit and Capital Limited (PAL CC), an RBI registered and listed NBFC promoted by the company, is provided fully for the diminution in line with the current net worth of the Company.

Considering the intrinsic business value of PAL CC being an RBI registered and listed NBFC and the holding being in the nature of controlling interest with long term strategies, the Company has further advanced an amount of Rs.10.77 Lakhs during the year (Previous year Rs.35.58 Lakhs) (carrying interest at the rate of 12%p.a.), making the total advance including interest at the end of March'16 of Rs.287.13 Lakhs (Previous year Rs.246.11 Lakhs). The said advance is included under Loans and Advances which is considered good. (Refer note. No.13)

b) The Company has in its possession the share certificates and the blank transfer forms executed by Automobiles Peugeot in respect of 8,40,25,000 equity shares of Pal-Peugeot Ltd (under liquidation) gifted by them in the year 1999. These shares could not be transferred in company's name as Pal-Peugeot Ltd was not functioning. The Company has filed a petition before the Hon'ble Bombay High Court for permission to transfer the said shares in the name of the Company and the petition is pending for disposal by the Court. Meantime, the Company is holding these shares as 'holder in due course'.

a) Tax provision under Minimum Alternate Tax (MAT) as per provisions of section 115 JB of the Income Tax Act, 1961 is Rs. NIL in the absence of any taxable income for the current year (Previous year Rs.NIL).

b) The benefit of credit against the payments made towards MAT for the earlier years is available in accordance with the provisions of section 115JAA over a period of subsequent ten assessment years and the same will be accounted for when they actually arise.

c) The Company had recognized a net deferred tax asset of Rs 4585.15 lakhs till 31st March, 2015. Upon reassessment of the prevalent business situation, tax position and as a measure of prudence, the company has not recognized further deferred tax asset subsequent to 31st March, 2015.

a) The Company is in the process of handing over of possession is for certain portions of land out of sale of land executed with Horizon Projects Pvt. Ltd. in 2012-13. This process is expected to take some time as it involves measurement and demarcation. Therefore, an amount of Rs. 4166.16 lakhs due from Horizon Projects Pvt. Ltd. on this account has been shown as other receivables under "Other Current Assets".

b) About 30 acres of Company's land located at Dombivali is under compulsory acquisition for the Dedicated Freight Corridor Project of the Indian Railways. Of this, about 17 acres has already been acquired by Indian Railways in earlier years and compensation for the same received and accounted in the respective years.

As regards the balance land of about 13 acre under acquisition by Indian Railways, the Competent Authority and Dedicated Freight Corridor Corporation of India Ltd. (DFCC) have already conducted joint measurement, marking exact area of 51,270 Sq. Mtrs. (about 13 acres) for acquisition.

During the Current year, a Gazette notification under section 20 (A) of the Indian Railway (amendment) Act, 2008 has been issued giving exact details of the acquisition of land. Based on the Railway Amendment Act, 2008, the compensation amount towards the said 13 acres acquisition would be Rs.14121.50 Lakhs and the same has been accounted in view of certainty based on the above notification & shown as other receivables under other current assets.

12. Contingent Liability Not Provided For

Contingent liabilities not provided for in respect of:

a) Disputed indeterminate claims made by the employees regarding reinstatement, wages for the period of suspension etc. relating to the past years pending before Industrial Tribunals/High Court.

b) There are certain disputed excise demands of Rs.10.00 Lakhs (Previous year Rs. 10.00 Lakhs).The same are being contested by the Company in appeals at various levels. The Company foresees no liability in the above case as the management believes that it has strong case in the appeal.

c) The Company has paid an amount of Rs. 2308.22 Lakhs (Previous year Rs 2308.22 Lakhs), to the Government of Maharashtra "under protest" towards "Unearned Income" on sale of land and compulsory acquisition of land. The Company's appeal in this regard is pending before the Government of Maharashtra. This forms part of "Loans & Advances" and is considered as a contingent liability.

d) Additional compensation, if any, in relation to certain demands in Consumer Forum cases, amount unascertained but considered to be insignificant.

e) Claims against Company not acknowledged as debt amounting to Rs. 93.45 Lakhs (Previous year: Rs 143.45 Lakhs)

f) Guarantees issued by bank amounting to Rs.375.64 Lakhs (Previous year: Rs.757.35 Lakhs).

13. Capital Commitments & Other Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) is approximately

Rs. Nil (Previous Year Rs.0.84 Lakhs).

There are no other commitments made by the company except for Rs. Nil (Previous year Rs.29 Lakhs) to be funded

to PAL Credit and Capital Limited.

14. Lease

Operating Lease Company As A Lessee

A) Total of the future minimum lease payments under non-cancellable operating leases for each of the following periods are as follows:

15. Segment Reporting

Information given in accordance with the requirement of Accounting Standard 17(AS 17), on "Segment Reporting". The Company's primary business segments are as under:

(i) Engineering:

Engaged in engineering, manufacturing of machine tools of gear cutting, vertical and horizontal machining centre and special purpose machines. Specialized engineering solution for various applications, machining of precision components, sub-assemblies.

(ii) Automotive:

Automotive segment consists of two distinct activities viz. assembly of vehicles from imported painted bodies (already commenced) and indigenous production of vehicle bodies (yet to commence). During the year the company has undertaken only the assembly of the vehicles from imported painted bodies and indigenous production activity of bodies has not commenced.

Segment Accounting Policies:

Segment accounting disclosures are in line with accounting policies of the Company. However, the following specific accounting policies have been followed for segment reporting.

i) Segment Revenue includes Sales and other income directly identifiable with / allocable to the segment.

ii) Expenses that are directly identifiable with /allocable to segments are considered for determining the Segment Result. The expenses, which relate to the Company as a whole and not allocable to segments, are included under "Un-allocable expenditure".

iii) Income which relates to the Company as a whole and not allocable to segments is included in "Un-allocable Income".

iv) Segment assets and liabilities include those directly identifiable with the respective segments.

v) The Company has no Secondary Reportable Segment.

16. Related Party Disclosures

a. List of Related Parties where control exists and related party with whom transactions have taken place and Relationships:

i. Associate Companies:

(a) PAL Credit & Capital Ltd.

II. Enterprise over which Key Managerial Personnel (Chairman & Managing Director) are able to exercise significant influence:

(a) Shri Lalchand Hirachand Premier Trust

(b) Doshi Holdings Pvt. Ltd.

iii. Key Managerial Personnel

a. Mr Maitreya V. Doshi - Chairman & Managing Director

b. Mr Ramesh M. Tavhare - Company Secretary

c. Mr K.S. Nair - Chief Financial Officer

iv. Relative Of Key Managerial Personnel

a. Smt. Saryu Doshi - Mother of Mr Maitreya V.Doshi

b. Mrs Rohita Doshi - Wife of Mr Maitreya V.Doshi

17. There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at the Balance Sheet date. Further, the Company has neither paid nor is any interest payable to any Micro, Small and Medium Enterprises on the Balance Sheet date. The above information has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

18. Balances of Debtors & Creditors and advances/deposits received from dealers/customers are as per books of account. Letters have been sent seeking confirmation of balances and replies in some cases are awaited. Adjustments, if any, will be made on receipt of such confirmations and due reconciliation.

19. Previous year figures have been regrouped and/or rearranged wherever necessary.